Terms of Use

Terms Of Use (  EN )

These Dernier Instant Terms of Use (the "Terms"), together with any Additional Terms, Policies or Order Forms (collectively, the "Agreement"), contain the terms and conditions under which Advanced Digital Marketing LLP and its Affiliates ("Dernier Instant", "we", and "our") provide Services to you the customer ("Customer", "you", and "your") and govern your use of the Dernier Instant Platform. In the event of a conflict between these Terms and any transaction-specific provision contained in an order form, the order form shall
govern.

1. Your Last Instant Account. If you meet the age requirements, you can create a Latest Instant Account for your convenience. Some services require you to have a Dernier Instant Account to function - for example, to post or comment on a page, you need a Dernier Instant Account so that you have a place to send and receive your information. You are responsible for what you do with your Dernier Instant Account, including taking reasonable steps to keep your Dernier Instant Account secure, and we encourage you to change your password regularly and update security as necessary.
2. Using Google Services on Behalf of an Organization. To use our services on behalf of an organization:

- an authorized representative of this organization must accept these conditions

- Your organization's administrator may assign you a Last Minute account. This administrator may require you to follow additional rules and may be able to access or disable your Last Minute account.

1. Customer Responsibilities. Many of our services allow you to interact with other people. We want to maintain a respectful environment for everyone, which means you must follow these basic rules of conduct:

- comply with applicable laws, including export control, sanctions and human trafficking laws

- respect the rights of others, including privacy and intellectual property rights

- not abuse or harm (or threaten or encourage such abuse or harm) to others or yourself - for example, by misleading, defrauding, defaming, intimidating, harassing or stalking other people

- not abuse, harm, interfere with, or disrupt the Services. Additional terms and policies specific to each Service provide additional details about appropriate behavior that anyone using those Services must follow. If you see others breaking these rules, many of our Services allow you to report abuse.

1. Non-Exclusive Access Agreement. You are granted non-exclusive, non-transferable, revocable access to the Dernier Instant Platform solely for your individual or business purposes, subject to these Terms. Such access is limited by the restrictions listed below, as well as the number of users, location, duration, and other transaction-specific details that may be found in an Order Form.
2. Restrictions. You may not reproduce, resell, assign, grant access to, license, sublicense, commercialize or distribute in any way the Platform or any Dernier Instant intellectual property. You may also not: (i) attempt to reverse engineer, decompile, disassemble, translate or otherwise modify the Platform or any Dernier Instant intellectual property; (ii) defeat, disable or circumvent any protection mechanisms related to the Platform, including network, application or information system scanning or penetration testing; (iii) permits any third party, other than our authorized maintenance providers, to maintain or repair the Platform; or (iv) permits or encourages any third party to do any of the foregoing.
3. Age Requirements. If you are not old enough to manage your own Google Account, you must get permission from your parent or legal guardian to use a Dernier Instant account.Please ask your parent or legal guardian to review these Terms with you. If you are a parent or legal guardian and you authorize your child to use the Services, these Terms apply to you and you are responsible for your child's activity on the Services.
4. Disclaimer of Warranty. The Platform is provided as is. We make no warranties for the Platform and specifically disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
5. Suspension/Termination. You are responsible for all activities that occur under your account. Services may be suspended for cause or use of the Platform in a manner that may be unlawful, that may harm Last Instant or a third party, or that may materially interfere with the performance of the Platform. Accounts may be terminated for cause by giving written notice of such cause to the non-breaching party. Termination for cause will be effective thirty (30) days after receipt of the notice if the cause is not cured in all material respects.

If we reasonably believe that any of your content (1) violates these Terms, any service-specific additional terms or policies, (2) violates applicable law, or (3) may harm our users, third parties, or Dernier Instant, we reserve the right to remove any or all of such content in accordance with applicable law. Examples include child pornography, content that facilitates human trafficking or harassment, content that promotes/encourages/endorses violence, and content that violates someone else's intellectual property rights.

1. Compliance with Laws. You and Dernier Instant must comply with applicable laws. You are solely responsible for monitoring your account to prevent illegal or fraudulent use. If you or we become aware of any violation of applicable law by you or the other party, or any illegal or fraudulent use, that party must promptly notify the other party of the violation.

9.1. Export Restrictions. The Cloud Services may be subject to US Export Administration Regulations. None of the Cloud Services, Documentation, or underlying information or technology may be downloaded or otherwise exported or re-exported into any country to which the United States has embargoed goods; to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders; or to any country designated by the United States as a sponsor of international terrorism without appropriate authorization from the US Government. Customer will indemnify, defend, and hold Dernier Instant harmless from any and all damages incurred by Dernier Instant arising from Customer's failure to obtain any necessary licenses to export, re-export, or import the Cloud Services or Documentation, or for any other violation of these Terms.

1. Thrilled. You retain all rights and title to your Content, except as expressly granted herein. Some of our Services are designed to allow you to upload, submit, store, send, receive, or share your Content. You have no obligation to provide Content to our Services and are free to choose what Content you wish to provide. If you decide to upload or share Content, please ensure that you have the necessary rights to do so and that the Content is lawful.

We may access, view, display, or listen to your Content in connection with providing the Platform, such as to (a) provide the Platform; (b) respond to support requests; (c) detect, prevent, or otherwise address fraud, security, illegal, or technical issues; and (d) enforce the Agreement.When you upload Content to the Platform, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license during the term of the Agreement to use, reproduce, display, distribute, modify (for example, to better showcase your Content), perform, and translate the Content as necessary in response to user actions (for example, when you choose to store privately or share your Content with others). Except to the extent granted herein, we disclaim any ownership rights in your Content. You warrant that (a) you are the owner or authorized licensee of the Content and have all necessary licenses, consents, authorizations and releases to use the Content; and (b) the Content and your use of the Platform are at all times in compliance with the Agreement.

Other Content. Our Services may provide you with access to content owned by other people or organizations—for example, a friend's page about a deceased family member or an obituary from a newspaper article. You may not use this content without the permission of that person or organization, or as otherwise permitted by law. The views expressed in other people's or organizations' content are their own and do not necessarily reflect the views of Dernier Instant.

1. Intellectual Property. We (and our licensors) remain the sole owners of all right, title and interest in and to the Platform, the Resulting Information and all Dernier Instant intellectual property rights, and we reserve all rights not granted in these Terms. You may not display or use Dernier Instant intellectual property without our prior written consent.
2. Feedback. If you submit feedback to us, you grant us a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use your feedback for any lawful purpose, including incorporating it into our products and services.
3. Confidentiality. During the term of an Agreement, you or we may disclose to each other information that the discloser considers to be confidential ("Confidential Information"). So long as such information is disclosed as confidential, whether orally or in writing, or reasonably should be considered confidential, the receiving party will treat the information with the same degree of care that it treats its own Confidential Information, but never with less than reasonable care. The receiving party will not disclose Confidential Information to any third party, except to those who owe a fiduciary duty to the receiving party (ie, legal, financial or insurance advisors, or auditors). If the receiving party is required to disclose the other party's Confidential Information, it will promptly notify the disclosing party of such obligation and give the disclosing party an opportunity to seek an injunction against the disclosure. This provision supersedes any prior agreements between you and us regarding Confidential Information. The terms of any such agreement will be the Confidential Information of each party.
4. Compensation. You will indemnify us and our affiliates, officers, agents, employees, partners and licensors from and against any claim, demand, loss or damage, including reasonable attorneys' fees, arising out of or relating to your Content, your use of the Platform or your violation of Section 1 (Non-Exclusive Access Agreement), Section 5 (Compliance with Laws), Section 7 (Intellectual Property) or Section 9 (Confidentiality) of these Terms.
5. Limitation of liability.

15.1.We are not liable for any loss of use, data, goodwill or profits whatsoever, or for any special, incidental, indirect, consequential or punitive damages, however caused (even if we have been advised of the possibility of the loss or damage), including losses and damages (a) resulting from loss of use, data or profits, whether foreseeable or not; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) resulting from any other claim arising out of or related to your use of or access to the Platform.

15.2. Our total liability arising out of or in connection with a purchase of Dernier Instant products is limited to the total amount paid by you for products or services purchased in the twelve (12) months prior to the event giving rise to the liability. This limitation will apply regardless of the form or source of the claim or loss, whether or not the claim or loss was foreseeable, and whether or not a party has been advised of the possibility of the claim or loss.

15.3. We do not control the flow of information on the internet; therefore, we will not be liable for any damages, liabilities, costs or expenses arising from or related to any disruption to the internet or the acts, omissions or delays of infrastructure providers.

15.4. The remedies specified in these Terms or in any Product-specific terms are exclusive and limited to those expressly described therein.

1. Product Specific Terms. Certain products or services we provide may be subject to additional product-specific terms ("Product Specific Terms"), which can be found online at www.lastinstant.com/terms and associated sub-URLs, and which may be incorporated into the relevant product descriptions. In the event of a conflict between these Terms and any Product Specific Terms, the Product Specific Terms will control with respect to the product or service in question.
2. Updates to Terms and Product-Specific Terms. We may change these Terms and the Product-Specific Terms and post the revised version on https://lastinstant.com/terms-and-conditions/ . We encourage you to review the Terms periodically. By continuing to use or access the Platform after changes are posted, you agree to be bound by the revised Terms or Product-Specific Terms.
3. Non-Solicitation. During the term of the Agreement and for twelve (12) months following termination of the Agreement, you will not, without our prior written consent, directly or indirectly solicit, or attempt to solicit, entice or hire any of our employees. However, nothing prevents either party from hiring employees of the other party who respond to a general public solicitation for employment for that party.
4. Governing Law. These Terms and any purchases from us will be governed by Delaware law. In the event of any dispute arising out of any Agreement, the federal and state courts located in Salt Lake County, Utah will have exclusive jurisdiction.

Any claim or cause of action must be commenced within one (1) year from the date the claim or cause of action arises.

1. Miscellaneous.

20.1. Assignment. You may not assign or otherwise transfer the Agreement or your rights and obligations under the Agreement, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Agreement to a third party.

20.2. Force Majeure. Neither party will be required to perform its obligations under an Agreement, except for payment of amounts due, due to circumstances beyond its reasonable control, including, but not limited to, natural disasters, terrorism, sabotage, war, internet failures, infrastructure failures, power failures, or acts or omissions of governmental authorities.

20.3. Headings. The headings used in the Agreement are for convenience only and shall not be used to interpret the meaning or intent of this Agreement.

20.4. Integration. These Terms, together with any Order Form, represent the entire agreement between you and us, and revoke and replace all prior agreements, oral or written, between you and us.

20.5. No Waiver. Our failure to enforce or exercise any provision of the Terms shall not constitute a waiver of that provision.

20.6. Notices. All notices, demands or other communications between you and us must be in writing and shall be deemed given when sent by registered or certified mail, return receipt requested, by a reputable courier service, as evidenced by a delivery receipt, to each party's respective address on a Purchase Order, or by electronic mail to _____________; any other notice shall not be valid.

20.7. Advertising. By entering into an agreement with us, you consent to the inclusion of your name, information, content and logo in a customer list as part of our website and marketing materials. For example, to promote a Dernier Instant product, website or application, we may quote a review you have written. Or to promote Dernier Instant, we may show a screenshot of the application you are offering on the website.

20.8. Severability. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions of the Agreement will remain in full force and effect.

20.9. Survival. The provisions which by their nature would survive termination of the Agreement, as well as Sections 3 (Disclaimer of Warranties), 7 (Intellectual Property), 9 (Confidentiality) and 11 (Limitation of Liability), will survive termination of the Agreement.

20.10. Additional Provisions. A digital copy of an Agreement, or a digital signature on an Agreement, will be treated in the same manner as an original Agreement or signature. References to “include,” “includes,” or “including” mean “including without limitation,” and references to “and” or “or” mean “and/or.”

1. Definitions. Some of the terms defined below may not appear in these Terms, but in a Purchase Order governed by these Terms.

21.1. “Affiliate(s)”: a company owned, controlled or under common control with either party.

21.2. “Cause”: any material breach of the Contract, including failure to pay undisputed amounts when due.

21.3. “Content”: any data that you provide to us in order to use the Platform.

21.4. “Documentation” means the materials regarding the Platform that we generally distribute to our customers, including manuals, descriptions, instructions and training materials, but does not include software code.

21.5. “Feedback” means suggestions, recommendations, improvement requests, ideas or other feedback relating to the Platform.

21.6. “Infrastructure Provider” means any underlying operator, cloud service provider, data center or other infrastructure provider of Dernier Instant.

21.7. “Dernier Instant” “we” or “us” means inContact, Inc and its Affiliates.

21.8. “Dernier Instant Intellectual Property” means all patents, copyrights, trademarks, service marks, trade dress, logos, product or service names, ideas, designs, concepts, object and source codes, APIs, resulting information, know-how and functionality related to the Platform, including software, documentation, solution overviews, business requirements documents, statements of work or other similar materials.

21.9.“Purchase Order(s)” means any document accepted by Dernier Instant for the order of products or services, including service contracts, purchase orders, specifications, addenda, emails, whether or not such document refers to these conditions.

21.10. “our” means belonging to or associated with inContact, Inc.

21.11. “PII” means sensitive and personally identifiable information.

21.12. “Platform” or “Dernier Instant Platform” means the products, services, hosting environment and related documentation of Dernier Instant.

21.13. “Resulting Information” means data created by, or resulting from, the use of the Platform, including analytics, statistics, reports and aggregations, which may include: (i) agent ID; (ii) phone, text, chat, email, skills and job performance metrics; (iii) information about your registered devices; and (iv) technical, aggregated statistics and traffic patterns derived from the Content (but not including the Content), all of which are considered  Latest Instant Confidential Information. For the avoidance of doubt, the term “Resulting Information” does not include personally identifiable information, such that there is no reasonable basis on which an individual, or the Customer itself, could be identified by the Resulting Information.

21.14. The term “you” or “your” means the legal entity referred to as the “customer” on a purchase order