Last Updated: 18th May 2024
Effective From: 18th May 2024
This Terms of Service agreement ("Agreement") governs your ("You", or "Your") use of services made available by Ingest Labs Inc. ("Ingest Labs", "Us", or "Our"), website at the URL https://www.ingestlabs.com/, and any other service, product, app, or website provided by Ingest Labs that explicitly specified the applicability of Agreement including, but not limited to, free demo, paid services, enterprise services and/or any other service made available by Ingest Labs that indicate the applicability of this Agreement. Ingest Labs is entering into this Agreement on behalf of itself and its Affiliates (as defined below). Please carefully read the contents of this Agreement before using the Services (as defined below).
By undertaking any of the following actions, You demonstrate that You agree that the following terms and conditions will apply to the services provided by Us under this Agreement and Order placed thereunder: (1) by signing up for a Free Demo (as defined below), (2) by signing up for a paid service, (3) by using the Service (as defined below), or (4) by ticking a box indicating acceptance of this Agreement. You further indicate that You have read, understood, and agree to the following: (1) Privacy Policy and (2) Cookie Policy. The latest version of these documents can be accessed at:
If an individual accepting this Agreement on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to these terms and conditions. If the individual accepting this Agreement does not have such authority or does not agree with this Agreement, such individual must not accept this Agreement and may not use the Services.
This Agreement is effective between You and Ingest Labs as of the date on which You accept the Agreement.
For purposes of clarity and interpretation, certain words and expressions that may or may not defined elsewhere have their meaning set out below:
1. "Administrator User" means authorized personnel designated by You to serve as technical administrator for Services on Your behalf. Each Administrator User must complete training and qualification requirements reasonably required by Ingest Labs.
2. "Affiliates" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
3. "Agreement" means this Terms of Service agreement and includes the Privacy Policy, Cookie Policy, and any other additional terms and conditions as may be agreed upon by the parties in writing prior to the provision of additional services by Ingest Labs.
4. "Applicable Law" means any law, rules, regulations, ordinances, orders, directives, codes, judgements, decrees, licenses, authorizations, and directives, as applicable from time to time.
5. "Confidential Information" means any information disclosed by a party, orally or written, to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable, or other tangible forms, is marked as "confidential" or "proprietary" (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be "confidential" or "proprietary" within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information shall also include information disclosed by third parties to a Disclosing Party under an obligation of confidentiality. Subject to the display of Your Content as contemplated by this Agreement, Your Content is deemed as Confidential Information of Subscriber. Ingest Labs software and Documentation are deemed as Confidential Information of Ingest Labs. Notwithstanding anything to the contrary above, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the receiving party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) is independently developed without access to or use of any Confidential Information.
6. "Content" means audio, text, interactive content, and other content provided on the Website and Services.
7. "Deliverable" means a quantifiable service to be provided as Other Services and specified in an Order, including, without limitation, application program interfaces, configurations, information, documents, reports, technical and non-technical data, specifications, and other material.
8. "Disclosing Party" means the party that discloses Confidential Information to the other party.
9. "Documentation" means the user guides, online help, release notes, training materials, and other documentation provided or made available by Ingest Labs to You regarding the use or operation of the Services.
10. "Force Majeure Event" means an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Services. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labor problems; natural disaster; floods; fires; earthquakes; epidemic (except for Covid 19); pandemic; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service or ransomware attacks; actions of the elements; or other similar causes beyond the control of Subscriber or Ingest Labs in the performance of this Agreement.
11. "Free Demo(s)" means Services that Ingest Labs makes available to Subscriber at no cost, including but not limited to services provided for evaluation purposes without a fee.
12. "Malicious Code" means code, files, scripts, agents, or programs intended to cause damage or harm, including but not limited to, viruses, worms, time bombs, and Trojan horses.
13. "Order" has the meaning assigned to it in Section 3.1 of this Agreement.
14. "Other Services" means all technical and non-technical services performed or delivered by Ingest Labs under this Agreement, including, without limitation, implementation services, and other professional services, training, and education services but excluding the Ingest Labs Services and support and maintenance services provided by Ingest Labs. Other Services will be provided on a time and material basis at such times or during such periods, as may be mutually agreed to by and between the parties. All Other Services will be provided on a non-work-for-hire basis.
15. "Receiving Party" means the party that received Confidential Information from the other party.
16. "SDK" means Ingest Labs' SaaS product that provides a software development kit (SDK) with capabilities to execute "Media Pixels" from the website, and is generated based on the configurations set up by the end-user using the Website.
17. "Subscription Term" shall mean that period specified in an Order during which Subscriber will have online access to use the Services.
18. "Service" refers to the specific Ingest Labs' internet-accessible service that provides use of SDK that is hosted by Ingest Labs or its service provider(s) and made available to You over a network during the Subscription Term. Service(s) includes, but is not limited to, Deliverables.
19. "Subscriber" means (i) in the case of an individual accepting this Agreement in his or her own capacity, such individual, or (ii) in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and who will be responsible for the performance of all obligations under this Agreement. Subscriber may also be referred to as "You" or "Your" in this Agreement.
20. "Third-Party Applications" means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the Website.
21. "Website" means the website at the URL https://www.ingestlabs.com/ and any other websites owned or operated by Ingest Labs.
22. "Your Content" means all electronic data or information submitted by You to the Services.
By accessing or using any part of the Website or Services, You agree to become bound by the terms and conditions of this Agreement. If You do not agree to all the terms and conditions of this Agreement, then You may not access the Website or use any Services. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to this Agreement, in which case the terms "You" or "Your" shall refer to such entity. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not use the Services.
Ingest Labs provides a comprehensive data collection and analytics platform that enables businesses to collect, process, and analyze first-party data from various sources. The Services include but are not limited to:
4.1 General Use. You may use the Services only in accordance with this Agreement. You may not use the Services in any way that is unlawful, or harms Ingest Labs, its service providers, suppliers, or any other user. You may not use the Services in any manner that could damage, disable, overburden, or impair any Ingest Labs server, or the network(s) connected to any Ingest Labs server, or interfere with any other party's use and enjoyment of the Services.
4.2 Your Responsibilities. You are responsible for all activities that occur under Your account and for maintaining the confidentiality of Your account information. You agree to immediately notify Ingest Labs of any unauthorized use of Your account or any other breach of security.
4.3 Compliance with Laws. You agree to use the Services only in compliance with all applicable laws, rules, and regulations, including but not limited to data protection and privacy laws.
5.1 Privacy Policy. Your privacy is important to us. Our Privacy Policy explains how we collect, use, and protect Your information when You use our Services. By using our Services, You agree to the collection and use of information in accordance with our Privacy Policy.
5.2 Data Processing. Ingest Labs will process Your data in accordance with applicable data protection laws and our Privacy Policy. We implement appropriate technical and organizational measures to protect Your data against unauthorized access, alteration, disclosure, or destruction.
6.1 Ingest Labs' Intellectual Property. The Services and their original content, features, and functionality are and will remain the exclusive property of Ingest Labs and its licensors. The Services are protected by copyright, trademark, and other laws. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.
6.2 Your Content. You retain ownership of Your Content. By submitting, posting, or displaying Your Content on or through the Services, You grant Ingest Labs a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content in connection with the Services.
7.1 Fees. You agree to pay all fees or charges to Your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All fees are non-refundable unless otherwise specified in this Agreement.
7.2 Payment Methods. You must provide current, complete, and accurate purchase and account information for all purchases made via the Services. You must promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete Your transactions and contact You as needed.
8.1 Termination by You. You may terminate this Agreement at any time by discontinuing Your use of the Services and notifying Ingest Labs of such termination.
8.2 Termination by Ingest Labs. We may terminate or suspend Your account and bar access to the Services immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
8.3 Effect of Termination. Upon termination, Your right to use the Services will cease immediately. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INGEST LABS AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER INGEST LABS NOR ANY PERSON ASSOCIATED WITH INGEST LABS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES.
IN NO EVENT SHALL INGEST LABS, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OF THE SERVICES.
You agree to defend, indemnify, and hold harmless Ingest Labs and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of Your use and access of the Services, or a breach of these Terms.
These Terms shall be interpreted and governed by the laws of the State of Kansas, without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
If You have any questions about these Terms of Service, please contact us at:
Email: contact@ingestlabs.com
Address: 7863 W. 155th Terr. Overland Park, Kansas 66223
Modification of Agreement. We reserve all rights to modify the Agreement at Our sole discretion from time to time. You shall be responsible for reviewing this Agreement from time to time for modifications. The last date of modification of this Agreement will be displayed on this page. We may, for Our convenience only and without waiving Your obligation to periodically review the Agreement, attempt to notify You of significant modifications to this Agreement through the Website, in an email notification, or through reasonable means. The modification will be in effect after the completion of fourteen (14) days from the date when the notification was posted or sent, except that the following categories of modification may be made effective immediately: (a) modifications required to provide new features without negatively affecting Your rights under this Agreement; (b) modifications made to correct typographical errors; and/or (c) modifications made to comply with legal obligations, including but not limited to Our or Your obligations under the Applicable Law. You understand and agree that Your registration on, or continued access or use of, the Website beyond the effective date of such modifications shall be deemed to be Your acceptance of all modifications.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement. This Agreement shall be binding upon and ensure to benefit the parties' successors and permitted assigns.
Force Majeure. Upon the occurrence of a Force Majeure Event, the parties agree to excuse performance under this Agreement and not hold the other liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute a default or give rise to any liability for damages.
Entire Agreement. This Agreement is the entire agreement between Ingest Labs and Subscriber regarding Subscriber's use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless expressly accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been delivered (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that another promptly sends a copy of the notice means specified in this section, (c) when delivered if delivered personally or sent by express courier service, or (d) on the date on which the email is sent if it is sent on a business day during business hours. All notices shall be sent to the other party at the address set forth in the Order.
Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right unless otherwise agreed between the parties in writing
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
Remedies for Violations: Ingest Labs reserves the right to seek all remedies available at law and in equity for violations of these Terms.
Export Regulations. The Services are may be subject to export laws and regulations of the United States and other jurisdictions. Ingest Labs and Subscriber each represents that it is not named on any U.S. government denied-party list. Subscriber will not use any Service in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. Ingest Labs shall not be responsible for any loss or damage caused to Subscriber or any third party as a result of any change in U.S. export control laws and/or regulations.
Statistical Information. Subscriber understands and acknowledge that Ingest Labs may anonymously compile statistical information related to the performance of the Services for purposes of improving the Service, provided that such information does not identify Subscriber's data or include the Subscriber's name.
Governing Law and Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without giving effect to any principles of conflict of law. The courts of Kansas, U.S.A shall have sole and exclusive jurisdiction for all disputes arising out of the Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Order of Precedence. In the event of any conflict or inconsistency between this Terms of Service and any other agreement agreed by and between Ingest Labs and Subscriber, then the order of precedence shall be: (1) other agreement; (2) Exhibits; (3) this Terms of Service.
Audits. Upon Your written request, Ingest Labs will provide a copy of Ingest Lab then most recent third-party security audits or certifications for its production systems, as applicable, or any summaries that Ingest Labs generally makes available to its Subscribers at the time of the request. In the absence of audits or certificates, You may, at Your expense, audit, using a mutually agreed third-party auditor, the technical and organizational measures taken by Ingest Labs, and will document the resulting findings. You shall keep Ingest Labs' trade secrets, data security measures, and information disclosed in connection with any audit confidential in accordance with the confidentiality provisions of the Agreement. Any security risk assessments or audit requested or performed by You: (a) is limited to once in any 12 months, unless required by mandatory data protection law, must not exceed 3 calendar days, and must be conducted under reasonable time, place, and manner conditions; (b) requires reasonable prior written notice of at least 60 days unless earlier required under Applicable Law; (c) must be conducted as per the agreed scope and, to the extent possible, rely on certifications and audit reports or other verifications available to confirm Ingest Labs' compliance with and exclude any repetitive audits; and (d) must provide Ingest Labs with a copy of the audit report. If an audit determines that Ingest Labs is required to take corrective technical and organizational security measures, Ingest Labs will, at its sole discretion, decide which measures are best suitable to ensure compliance and perform the measure within a reasonable time frame.
Contact Us. For any questions or concerns related to the Agreement, please contact Us at contact@ingestlabs.com