These InSource™ Terms of Service (the “ToS”) are provided to clients like you (“You” or “Subscriber”) by Teccelerates, a company incorporated in Hong Kong (“Teccelerates”), to access and use the InSource platform, including all content and documentation and the display, storage, and use of data made available through the platform by Teccelerates (the “InSource Platform”). These terms are designed to help You understand how the InSource Platform works, the rules for using the InSource Platform, and your legal rights and obligations.
Please read these ToS carefully. Teccelerates provides the InSource Platform solely on the terms and conditions outlined in these ToS.
By using the InSource Platform, You (A) accept these ToS and agree that You are legally bound by its terms, and (B) represent and warrant that You have the right, power, and authority to enter into these ToS on your behalf and, if You are entering into these ToS on behalf of your company, to bind its employees and its authorized agents, including resellers and their employees (where applicable), (each, a “User”), to its terms. Teccelerates permit You to use the InSource Platform only if You agree to these ToS. Although Teccelerates may permit You to use the InSource Platform, it retains any and all intellectual property rights it has in the InSource Platform.
If entering into these ToS on behalf of your company, you agree to pass through these ToS to all your authorized users, including your employees, resellers, their employees, and any other authorized agents.
1. Limited Use Rights and Subscriber Responsibilities
1.1.Limited Rights Grant
For as long as Subscriber maintains a separate InSource Platform subscription with Teccelerates to obtain access to the InSource Platform (subscription agreements are entered into separately between Teccelerates and Subscriber) (the “InSource Platform Subscription”), Teccelerates grants Subscriber and its Users a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right to use the InSource Platform for Subscriber’s internal business purposes, including use in Subscriber’s organization, as applicable. Teccelerates reserves the right to adapt and modify the InSource Platform to provide different features or functionality to improve the InSource Platform.
1.2.Scope of Access and Obligations
Subscribers may permit employees, agents, including resellers, their employees, contractors, and other third parties to use the InSource Platform solely for Subscriber’s internal business purposes, provided that Subscriber is responsible for such employees, agents, resellers, their employees, contractors, and other third parties’ compliance with these ToS.
1.3.Authorized User Access
The InSource Platform may be configured to either (i) grant named User account access or (ii) allow multiple Users to access through one shared account. The Subscriber makes this election based on the account the Subscriber lists in the Subscriber’s identity provider directory. The Subscriber is solely responsible for adding and removing Users, but such an addition or removal of Users may be done either by Teccelerates (on Subscriber’s behalf based on the Subscriber’s instruction) or directly by the Subscriber.
1.3.1.Named User Configuration
Where the Subscriber elects to grant named user accounts, the Subscriber will provide and assign unique passwords and usernames to each Authorized User. The Subscriber will ensure that Users do not share passwords or usernames. To have individual named user accounts, the Subscriber must include individual email addresses or individual user accounts in the identity provider directory.
1.3.2.Shared Account Configuration
Where the Subscriber elects to allow multiple Users to access the InSource Platform using one shared account, the Subscriber will determine which Users share which accounts and assign unique passwords and usernames to each shared account. Subscriber will ensure that Users not approved by Subscriber for access to a shared account are not given the password or username for such shared account. When an Authorized User is removed from a shared account, the Subscriber is responsible for immediately changing the shared account’s password to prevent unauthorized access. Suppose the Subscriber lists a non-individual or shared email or user account in the identity provider directory. In that case, anyone accessing that Email or user account will have access to the InSource Platform.
1.3.3.Subscriber User Authorization
Teccelerates may conclude, without inquiry or liability, that any person in possession of Subscriber’s account information or passwords has the authority to access or modify Subscriber’s account and access the InSource Platform. Subscribers must notify Teccelerates immediately in writing of any unauthorized use of such information or passwords.
1.4.Security
Unless otherwise stated in a separately managed service offering, the Subscriber and its Users are responsible for (i) ensuring that the computers, phones, and other devices used to access the InSource Platform are properly secured and protected; (ii) maintaining the security of Subscriber’s networks, servers, applications, and access codes, including, without limitation, managing passwords, the backup, and other protection of its system and data, against loss, damage, or destruction by third parties; (iii) taking all reasonable steps to safeguard the InSource Platform to ensure that no unauthorized person shall have access to it and that no unauthorized copy, publication, disclosure, or distribution, in whole or in part, in any form, shall be made. The Subscriber and its Users acknowledge that the InSource Platform contains valuable confidential information and trade secrets, and that unauthorized use and copying are harmful to Teccelerates.
1.5.Privacy
Subscriber and its Users should only access the InSource Platform from devices that cannot easily be observed by individuals other than the Users. The InSource Platform may use various data collection methods, including but not limited to capturing user interactions, to improve the performance and functionality of the platform. The Subscriber and its Users acknowledge that Teccelerates and its affiliates, contractors, partners, and licensors may collect, store, and use data collected through the InSource Platform to provide services to the Subscriber and to improve the performance of the InSource Platform.
1.6.Third Party Materials
The InSource Platform allows Subscribers and Users to utilize third-party materials, devices, products, or services (“Third Party Materials”) in conjunction with the InSource Platform. Subscribers and Users are responsible for ensuring that such third-party materials, including reselling conditions, are used in compliance with applicable laws, rules, and regulations. Teccelerates does not endorse or make any representations or warranties with respect to Third Party Materials, or any reselling activities conducted by Subscribers or Users.
1.7.Reselling Condition
The Subscriber and Users agree that the InSource Platform is provided for Subscriber’s internal business purposes only and may not be resold or used for reselling purposes without obtaining a separate reseller license from Teccelerates. Subscriber and Users shall indemnify and hold Teccelerates harmless from any claims arising out of or related to unauthorized reselling activities conducted by Subscriber or Users.
1.8.Spam and Fraud Prevention
Subscribers and Users are strictly prohibited from engaging in any activities that could constitute spamming, phishing, or fraudulent behavior while using the InSource Platform. Any suspicious or unauthorized activities, including attempts to manipulate or disrupt the platform’s functionality, will be treated as a violation of these Terms of Service.
1.9.Reporting Suspected Fraud
Subscribers and Users are encouraged to report any suspected spam, phishing, or fraudulent activities they encounter on the InSource Platform to Teccelerates immediately. Teccelerates reserves the right to investigate and take appropriate actions, including account suspension or termination, in response to such reports.
2. Intellectual Property Rights and Ownership over Subscriber Data
2.1. InSource Platform
Subscriber and its Users acknowledge and agree that Teccelerates and its licensors own all rights, title, and interest in and to all intellectual property rights (including all derivatives or improvements thereof and all trademark, copyright, and patent rights) in the InSource Platform, which is Teccelerates’ proprietary solution (hereinafter, “InSource Platform IP”). The InSource Platform IP is provided under limited use rights, not sold. Subscribers and Users shall safeguard the InSource Platform, including the InSource Platform IP, from misappropriation, theft, misuse, or unauthorized access. Subscribers and Users acknowledge that unauthorized use and copying of the InSource Platform IP are harmful to Teccelerates.
2.2 Subscriber Data Ownership Rights
Subscriber owns all rights, titles, and interests in any data or materials provided by Subscriber or its Users through the use of the InSource Platform (“Subscriber Data”). Teccelerates does not claim ownership over Subscriber Data. However, by using the InSource Platform, Subscriber grants Teccelerates a limited license to use Subscriber Data as necessary to fulfil its obligations under these ToS and to improve the performance and functionality of the InSource Platform.
3. Warranty Disclaimer
SUBSCRIBERS AND USERS ACKNOWLEDGE THAT THE INSOURCE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, TECCELERATES, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE INSOURCE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
4. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL TECCELERATES HAVE ANY LIABILITY TO SUBSCRIBER, USERS, OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, NOR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOST BUSINESS REVENUE, LOST GOODWILL, OTHER ECONOMIC LOSS, BUSINESS INTERRUPTION, LOSS OF DATA, INCLUDING SUBSCRIBER DATA, BUSINESS INFORMATION, AND THE LIKE, ARISING IN ANY WAY OUT OF THESE ToS, THE USE OF OR INABILITY TO USE THE INSOURCE PLATFORM, OR ANY THIRD PARTY MATERIALS, DEVICES, PRODUCTS, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL TECCELERATES’ AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE ToS OR THE INSOURCE PLATFORM EXCEED THE TOTAL AMOUNT PAID BY THE SUBSCRIBER TO TECCELERATES FOR THE INSOURCE PLATFORM DURING THE PRECEDING TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
5. Indemnification
Subscriber shall defend and indemnify Teccelerates for, from, and against any losses, damages, liabilities, penalties, costs, and expenses, including, without limitation, reasonable attorney fees, incurred by Teccelerates or its affiliates or agents in connection with any claims or actions arising out of or resulting from (i) Subscriber’s business, including any claims asserted by Subscriber’s Users (which include Subscriber’s employees, resellers, and their employees or agents); (ii) use or misuse of the InSource Platform by Subscriber or its Users; (iii) Subscriber or User’s failure to comply with applicable law, rules, or regulations; (iv) Subscriber or User’s failure to comply with these ToS; (v) Subscriber or User’s willful damage or negligence.
6. Notice
If You wish to contact Teccelerates for matters relating to these ToS, don’t hesitate to get in touch with us at: enquiry@teccelerates.com
7. Miscellaneous
7.1. This Agreement, as well as the Subscriber’s separate InSource Platform Subscription and any additional terms incorporated by reference in either agreement, represent the complete agreement between Subscriber, on its behalf and on behalf of its Users, and Teccelerates concerning the InSource Platform and replace all previous agreements, memoranda, discussions, or negotiations. Any different or additional terms and conditions provided by Subscriber to Teccelerates are considered material alterations, are expressly rejected, and will not be binding upon Teccelerates.
7.2. If any part of these ToS is found to be invalid, illegal, or unenforceable, all other parts will remain in effect. This agreement, as may be amended in the future by Teccelerates, can be found on the InSource Platform dashboard. The revised terms will become effective and apply to the Subscriber and Users within thirty (30) days from posting of the revised terms unless a shorter notice period is provided directly to the Subscriber. A delay or failure to exercise or partially exercise any right hereunder does not operate as a waiver, nor will it preclude future exercise of that right or permit or sanction any subsequent breach of any term or condition.
7.3. Teccelerates will not be liable for any failure or delay due to circumstances beyond its reasonable control, including but not limited to acts of nature, acts of government in either its sovereign or contractual capacity, national emergencies, acts of terrorism, transportation delays, labour disturbances, epidemics, work stoppages, or loss of electrical power, loss of telecommunications or similar infrastructure.
7.4. No provisions of these ToS are intended or shall be construed to confer upon or give to any person or entity other than Teccelerates and Subscriber any rights, remedies, or other benefits.
7.5. This Agreement shall be governed by the laws of Hong Kong SAR, excluding those laws that direct the application of the laws of another jurisdiction. Any legal action or proceeding relating to these ToS shall be instituted in a court in Hong Kong SAR, and each party hereby submits to the personal jurisdiction of such courts and waives any defense related to the venue or inconvenient forum.