Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between you (“Customer,” “You,” or “Your”) and Iterincipis (“We,” “Us,” or “Our”), governing your access to and use of our website, software, and services (collectively, the “Service”). By accessing or using the Service, you agree to these Terms.

Effective Date

September 14, 2024

1. Definitions

  1. “Affiliate” means an entity controlling, controlled by, or under common control with a party, where "control" is ownership of over 50% or authority to direct management.
  2. “Agreement” refers collectively to these Terms of Service, including all terms, conditions, and notices herein, as well as any additional operating rules, policies (such as the Iterincipis Privacy Statement, accessible at Privacy Statement), and procedures that Iterincipis may publish periodically on the Website. Additional site policies are available at Privacy Statement.
  3. “Website” refers to Iterincipis.com, BlueOceanWorkshops.com, AgileProjectAdvisors.com and related domains/subdomains, with specific page terms prevailing if conflicting.
  4. “Customer,” “You,” “Your” denote the individual or entity using the Service or managing an Account.
  5. “User” is an individual, at least 13 years old, authorized to use the Service on your behalf; “Other Users” are non-affiliated Users; together, “All Users.”
  6. “Iterincipis,” “We,” “Us” refer to Iterincipis and its affiliates, employees, and agents.
  7. “Account” signifies your legal relationship with Iterincipis, including “User Accounts” (individual) and “Corporate Accounts” (entity-based), with “Organizations” as collaborative workspaces.
  8. “Subscription License” is a non-divisible license per User to access the Service.
  9. “Content” includes all Website/Service materials; “User-Generated Content” is created by All Users; “Your Content” is owned or licensed by you.
  10. “Professional Services” are training or consulting under a Statement of Work (“SOW”), excluding standard support.

2. Account Terms

2.1 Account Controls

You maintain ultimate administrative authority over your Accounts and Organizations, including associated Content, and are responsible for all actions therein, subject to these Terms.

2.2 Registration and Eligibility

A valid email is required for registration; additional data (e.g., legal name) is optional unless legally mandated or for payment. Accounts must be human-created (one free machine Account per User allowed for automation, owner liable). Multiple free Accounts per entity are prohibited. Users under 13 are barred, with immediate termination upon discovery. Logins are single-user; Corporate Accounts limit access to subscribed licenses.

2.3 Security

You are responsible for maintaining the security of your Account and all activities conducted under it, including by authorized Users or third parties. Iterincipis shall not be liable for any losses or damages arising from your failure to secure your Account. You must promptly notify Iterincipis of any unauthorized access or use of your Account or the Service by contacting support via the designated channels on our Website.

2.4 Compliance

Your use of the Service must comply with all applicable laws and regulations, including but not limited to U.S. export control laws (e.g., those administered by the Office of Foreign Assets Control), sanctions, and intellectual property laws. Subscription Licenses may be reassigned no more frequently than every 90 days, except in cases of (i) permanent hardware failure or loss, (ii) termination of a User's employment or contract, or (iii) temporary reallocation during a User's absence, with prior access revoked upon reassignment.

3. Acceptable Use

3.1 Compliance with Laws

You must ensure that your use of the Service, including by your Users, complies with all applicable laws and regulations, including but not limited to copyright, trademark, privacy, export control (e.g., U.S. EAR and ITAR), and sanctions laws enforced by authorities such as the U.S. Office of Foreign Assets Control (OFAC).

3.2 Content and Conduct Restrictions

You and your Users shall not upload, post, or engage in any activity via the Service that: (a) is illegal or promotes illegal acts; (b) contains obscene, defamatory, discriminatory, or violent content; (c) includes malware or exploits; (d) harasses, threatens, or invades privacy; (e) involves excessive automated activity (e.g., spamming); or (f) disrupts Iterincipis systems or exceeds authorized access. Impersonation or unauthorized commercial solicitation is prohibited.

3.3 Usage Limits

You may not reproduce, resell, or exploit any part of the Service without Iterincipis's express written consent. Scraping is permitted only for (i) research purposes with open-access publication or (ii) archival purposes, provided it complies with our Privacy Statement and does not involve spamming or selling User data.

4. User-Generated Content

4.1 Responsibility

You are solely responsible for Your Content, including its legality and any resulting harm, whether posted by you or your Users. Iterincipis reserves the right, but not the obligation, to remove Content violating these Terms at our sole discretion.

4.2 Ownership and Licenses

You retain ownership of Your Content and warrant that you have the right to post it, complying with all third-party licenses. You grant Iterincipis a worldwide, non-exclusive, royalty-free license to store, display, and manage Your Content as necessary to provide the Service, and a similar license to Other Users for public Content (e.g., forking). For Content with pre-existing licenses meeting our needs, no additional grant is required.

4.3 Moral Rights

You waive moral rights (e.g., attribution) to the extent necessary for Iterincipis to exercise its licensed rights, or, if unenforceable, grant us a license to use Your Content without attribution and adapt it as needed for the Service.

5. Privacy and Data Protection

5.1 General Privacy

You must comply with the Iterincipis Privacy Statement (available at Privacy Statement) when collecting or using Personal Information from Other Users. Any such information may only be used for its authorized purpose, must be reasonably secured, and you must respond promptly to complaints, removal requests, or opt-out directives from Iterincipis or Users.

5.2 California Privacy (CCPA/CPRA)

For California residents, under the California Consumer Privacy Act (CCPA), as amended by the California Privacy Rights Act (CPRA), you have rights to access, delete, and opt-out of the sale of your personal information. Iterincipis does not sell personal data but may share it with service providers under binding agreements. To exercise these rights, contact us as outlined in Section N.

5.3 European Privacy (GDPR)

For EU/EEA residents, under the General Data Protection Regulation (GDPR), you have rights to access, rectify, erase, restrict processing, data portability, and object to processing of your personal data. Iterincipis acts as a data controller per our Privacy Statement, obtaining consent where required or relying on lawful bases (e.g., contract necessity). Data transfers outside the EEA are safeguarded by Standard Contractual Clauses approved by the European Commission.

6. Intellectual Property and Confidentiality

6.1 Intellectual Property

Iterincipis and its licensors retain all intellectual property rights in the Service and Website, including copyrights, trademarks, and patents. All rights not expressly granted herein are reserved. Use of our trademarks or logos requires prior written consent and compliance with our trademark guidelines. Unauthorized duplication or use of Service elements (e.g., code, design) is prohibited.

6.2 Confidentiality

“Confidential Information” includes non-public data disclosed by either party, marked confidential or reasonably understood as such, including private repository Content. It excludes information that is publicly known (without fault), rightfully obtained from third parties, independently developed, or approved for disclosure. Each party shall protect the other's Confidential Information with reasonable care, disclosing it only to authorized personnel under confidentiality obligations, except as required by law with prior notice where feasible. These duties survive termination.

7. Professional Services

Upon your request, Iterincipis will provide a Statement of Work (“SOW”) detailing Professional Services (e.g., training, consulting). Each SOW, upon mutual execution, is binding and governed by this Agreement, with these Terms prevailing in conflicts. Iterincipis will perform services per the SOW timeline, retaining discretion over methods and personnel, and may engage third parties while remaining liable for their acts. All intellectual property rights in tools, software, or deliverables developed during Professional Services remain with Iterincipis; limited use licenses may be granted as specified in the SOW for the Agreement's term.

8. Payment and Cancellation

8.1 Payment Terms

Pricing is detailed on our Pricing page (Pricing page) unless otherwise agreed in an order form. Upgrades from free to paid plans or higher tiers are billed immediately; transitions from monthly to yearly billing are invoiced for a full year on the next monthly billing date. Downgrades, adjustable via Account Settings, may reduce access without refund. Fees are non-refundable, billed in advance monthly or yearly, and you authorize charges to your designated payment method (e.g., credit card, PayPal). You are liable for all fees, including taxes, and must maintain valid payment details for paid Accounts; disputes should be raised via Support.

8.2 Cancellation

You may cancel your Account at any time through Account Settings' cancellation link; email or phone requests are not accepted. Post-cancellation, Iterincipis retains data for 90 days for legal compliance (except forked Content), after which it is deleted, barring encrypted backups. A copy of lawful, non-infringing Content may be requested within 90 days of cancellation. Iterincipis may suspend or terminate Accounts for Terms violations or security risks with notice where practicable, or terminate with 30 days' notice for cause or after 90 days of suspension.

9. Disclaimers and Liability

9.1 Disclaimer of Warranties

Iterincipis provides the Service, Website, and Tools “as is” and “as available,” without warranties of any kind, express, implied, or statutory, including but not limited to merchantability, fitness for a particular purpose, title, security, accuracy, or non-infringement. We do not guarantee uninterrupted, error-free, or secure operation, nor that defects will be corrected or the Service will be free of viruses. Except as specified in an SOW, Professional Services are warranted to be performed professionally; breaches are remedied by re-performance or refund of unused fees at our discretion.

9.2 Limitation of Liability

To the maximum extent permitted by law, except as provided in Section Q (Defense of Claims), each party's aggregate liability under this Agreement for all claims shall not exceed the fees you paid to Iterincipis in the 12 months preceding the claim, or U.S. $100 for free services. Neither party shall be liable for indirect, incidental, special, consequential, or exemplary damages (e.g., lost profits, data, or goodwill), even if advised of such possibility, or for failures due to events beyond reasonable control.

10. AI and Emerging Technology Compliance

Use of AI-related features within the Service must comply with applicable laws, including emerging regulations such as the EU AI Act (where effective). You shall not use the Service to develop or deploy AI systems that infringe intellectual property rights, cause harm, or violate ethical standards as defined by relevant jurisdictions. Iterincipis reserves the right to suspend AI feature access for non-compliance, with notice where feasible.

11. Defense of Claims

Each party shall defend the other against third-party claims as outlined below, covering resulting judgments or settlements, provided the defending party is promptly notified in writing, retains control over defense and settlement, and receives full cooperation from the defended party. Reasonable expenses incurred in assisting will be reimbursed; settlements require prior written consent, not to be unreasonably withheld. This section defines the sole remedies and liability for such claims.

11.1 By Iterincipis

Iterincipis will defend you against claims from unaffiliated third parties alleging that your authorized use of the Service infringes their copyright, patent, trademark, or trade secret. If unresolved, we may modify the Service, replace it, or terminate your subscription with a refund of unused fees. This does not apply to claims from unauthorized use or combinations with third-party materials.

11.2 By Customer

You will defend Iterincipis against claims from unaffiliated third parties arising from (a) Your Content uploaded to the Service, (b) use of third-party equipment or software with the Service, or (c) violations of Section 3 (Acceptable Use).

11.3 Disputes with Other Users

You release Iterincipis from all claims, demands, and damages arising from disputes with Other Users, whether known or unknown.

12. Communications with Iterincipis

12.1 Electronic Communications

You consent to receive electronic communications from Iterincipis via email or the Service, which satisfy any legal requirement for written notice. This does not affect your non-waivable rights.

12.2 Legal Notice

Legal notices to Iterincipis must be in writing and served to our designated legal agent per the Guidelines for Legal Requests of User Data in our legal repository. Email or support messages do not constitute legal notice.

12.3 Support

Support is provided via email or in-Service channels based on your subscription; telephone support is exclusive to Enterprise Accounts.

13. Miscellaneous

13.1 Governing Law and Jurisdiction

For Users in the Americas (U.S., Canada, Mexico, Central/South America, Caribbean), this Agreement is governed by Illinois law, excluding conflict of law principles, with exclusive jurisdiction in the Northern District of Illinois federal or state courts, to which parties consent. For Users outside the Americas, U.S. law applies. The UN Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act are excluded. Iterincipis may seek equitable relief in any competent court.

13.2 Amendments and Changes

Iterincipis may amend these Terms at our discretion, providing 30 days' notice for material changes (e.g., pricing) via Website posting. Non-material changes are effective upon continued use. Amendments are tracked in our legal repository. We may modify or discontinue the Service, with or without notice, subject to Section 8.2 refund terms.

13.3 Assignment

Iterincipis may assign these Terms or the Privacy Statement without your consent. You may not assign rights or obligations without our prior written consent, except in a merger, acquisition, or sale of substantially all your assets with notice to us; unauthorized assignments are void.

13.4 Severability, Waiver, and Survival

If any provision is invalid, it will be construed to reflect intent, with remaining terms enforceable. Non-enforcement by Iterincipis is not a waiver. Provisions intended to survive (e.g., liability limits, confidentiality) persist post-termination.

13.5 Entire Agreement

These Terms, with the Privacy Statement, constitute the complete agreement between you and Iterincipis, superseding all prior agreements or communications. Amendments require a signed writing from an authorized Iterincipis representative or Website posting per Section 13.2.

13.6 Publicity

If you display your company name or logos publicly on your Account, you grant Iterincipis permission to use them in promotional materials. You may revoke this by hiding such identifiers and notifying us in writing, though prior uses need not be recalled.