Last modified: August 27, 2024
This End User License Agreement ("Agreement") is a legal agreement between you ("User" or “you” or “your”) and International Safe Transit Association, Inc. ("Company" or “ISTA”) governing the use of the information provided through the Company's ISTA Digital Web Application. By accessing or using this Web Application, User agrees to be bound by the terms and conditions of this Agreement.
This Agreement applies to your use of the ISTA Digital Web Application, and its related products and services for individuals and businesses, along with any associated software applications and websites (all together, “Services” or “ISTA Digital”). These Terms form an agreement between you and ISTA, a Delaware company, and they include our Service Terms and important provisions for resolving disputes through arbitration. By using our Services, you agree to these Terms.
Please read this Agreement carefully before you start to use the Services. By using the Services or by clicking to accept or agree to this Agreement when this option is made available to you, you accept and agree to be bound and abide by this Agreement and our Privacy Notice, found at https://ista.org/ista_digital_privacy_policy.php, incorporated herein by reference. If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Services.
1. License Grant
Subject to the terms and conditions of this Agreement, Company grants User a limited, non-exclusive, non-transferable license to access and use the Services for personal or internal business purposes. ISTA Members will receive access to the Services at no charge as long as they are and remain members of ISTA in good standing. Eligible non-ISTA Members will have access subject to the Service Terms applicable to non-Members.
2. Restrictions
User shall not:
a. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services;
b. Reproduce, distribute, sublicense, rent, lease, loan, or otherwise transfer the Services or any portion thereof to any third party;
c. Remove or alter any copyright, trademark, or other proprietary notices appearing on the Services;
d. Use the Services for any unlawful purpose or in violation of any applicable laws or regulations.
e. Modify, copy, lease, sell or distribute any of our Services.
f. Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law).
g. Automatically or programmatically extract data or Output (defined below).
3. Third Party Services
Our services may include third party software, products, or services, (“Third Party Services”) and some parts of our Services may include output from those services (“Third Party Output”). Third Party Services and Third-Party Output are subject to their own terms, and we are not responsible for them.
4. User Types
ISTA Digital Users fall into the following categories:
- System Admins Application Developers & ISTA Staff
- Company Owners ISTA Members
- Company Admins ISTA Members
- Company Users ISTA Members
- Data Contributors-Affiliated Anyone
- Data Contributors-Unaffiliated Anyone
There are no direct charges to access the application at any level.
5. User Affiliation/Assignment
Users are assigned to one or more Companies in ISTA Digital.
Users at a Company are referred to as Company Users.
ISTA Digital also keeps track of a list of Company Contacts. These are Users that do not belong to the Company but are on the Project Team (see definition below) for at least one of the projects owned by that Company.
6. Non-Member Users
If User registers for a Free Subscription and ISTA confirms the registration, a Non-Member User may use ISTA Digital as a Free Service, subject to all the terms and conditions of such use. The Non-Member User may use the Free Subscription for a period determined by ISTA, or a period of seven (7) days free of charge ("Free Period"). If the Customer or ISTA terminates the Free Services, the Customer's right to access and use the Services will terminate at the end of the Free Period and the Customer instructs ISTA to delete all of Customer Data in the Services except that ISTA will use best efforts to retain Customer Data for a reasonable period as determined in ISTA’s sole discretion in the event Customer wishes to become a Member and regain access to their Customer Data. ISTA may further retain copies in accordance with data retention policies for the purposes of compliance with applicable law and/or the enforcement or defense of its rights, or as otherwise allowed in this Agreement. Notwithstanding anything to the contrary in this Agreement, ISTA provides no warranty, indemnity or support, and accepts no obligations, with respect to Free Services.
7. Project Team
Each project in ISTA Digital has a Project Team. An individual User on the Project Team for a project has access to and can see that project in the system.
Individual Users can be assigned to each Project Team on a project at one of the following 3 levels:
- Admin
- Editor
- Viewer
8. Project Visibility
When Users create projects, Project Admins and Project Editors can assign the project to be shared in ISTA Digital at one of 3 different Project Visibility levels:
- Project team
- All company users
- Public
The Project Visibility level for the project determines who can see the project in ISTA Digital.
Project Visibility settings for a project are the data privacy settings for a project. Users are responsible for determining privacy of the data in the projects they "own," or belong to when assigned to a Project Team. Users are responsible to understand these Project Ownership and Project Visibility rules.
9. Invitations to Join a Project
Project Admins can invite other Users to join the project. Any User in any Company in ISTA Digital can be invited to join a project.
10. Project Ownership
When a user creates a project in ISTA Digital, the project is "owned" by the Company to which the User belongs.
11. Ownership of Company User Data
The Company User shall own all right, title and interest in and to all of the Company User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Company User Data including making appropriate back-ups and archiving. You grant to ISTA sufficient rights to use the Company User Data in order to provide the Services to you. You are solely responsible and assume all risks for the Company User Data used in connection with the Services, including without limitation for any loss, damage, destruction, corruption, loss of access and/or use, alteration, breach or disclosure of Customer Data.
12. Prohibited Data
User shall not access, store, distribute or transmit any viruses, or any material during the course of their use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property.
ISTA reserves the right, without liability or prejudice to its other rights to the User, to disable the User's access to any material that breaches the provisions of this clause and/or terminate the Agreement for material breach.
13. ISTA Digital Data Ownership
Except as expressly set out in this Agreement, neither party grants the other any rights or licenses to its intellectual property under this Agreement. ISTA retains all intellectual property and other rights in the Services, and any deliverables and related source code, ISTA Digital technology, templates, formats and dashboards, including any modifications or improvements.
14. Confidentiality
14.1 Use and Nondisclosure. “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by ISTA to you that is identified as confidential at the time of disclosure or should be reasonably understood by you to be confidential under the circumstances. You agree that you will: (a) only use ISTA's Confidential Information to exercise your rights and fulfill your obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.
14.2 Exceptions. The obligations in Section 14.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of you, (b) was in your possession or known by you prior to receipt from ISTA, (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed without use of ISTA’s Confidential Information. You may disclose Confidential Information only to your employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. You will be responsible for any breach of this Section 14 by your Company Users, employees, contractors, and agents. You may disclose Confidential Information to the extent required by law, provided that you use make reasonable efforts to notify ISTA in advance.
14.3 Company User Data that is entered or uploaded into ISTA Digital by a User will be visible to other Users based upon the project Visibility Settings chosen for the specific project. You are responsible for the Data entered or uploaded, and the applicable Visibility Settings for that Data on each project. In general, ISTA will not know what Data is entered or uploaded to each project, except that the following categories of Data will be visible to ISTA regardless of the privacy or visibility settings used:
- User salutation
- User first name
- User last name
- User work address
- User other address
- User country
- User region
- User types
- User company
- User email
- User job title
- User home phone
- User office phone
- User mobile phone
- User currency
- User language
- Company name
- Company logo
- Company address
- Company phone
- Company country
- Company region
- Company website
- Company tagline
- Company description
- Company sector
- Company type
- Company industries
- Project number
- Project counts (number of projects in ISTA Digital for each Company, for each User, etc.)
- Project owner
- Project Type (for all projects in ISTA Digital)
- Project status
- Project create date
- Project country
- Project world region
- Project visibility
- Number of Collection projects
- Number of Tests
- Test name
- Test name2
- Test organization
- Test category
- Test data
- Test time
- Test status
- Distribution map count
- Distribution map number of segments
- Distribution map number of steps
- Distribution map number of metrics
- Media count
- Attachment count
ISTA may use the foregoing Data for any purposes related to the operation of ISTA Digital, or as may be required by law.
15. Intellectual Property Rights
User acknowledges that the Services, including but not limited to text, graphics, logos, images, and software, is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. User agrees not to remove, alter, or obscure any proprietary rights notices on the Services.
If you believe that any media related to the Services violates your copyright, please contact us immediately. It is the policy of the Company to terminate the user accounts of repeat infringers.
16. Disclaimer of Warranty
THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, ISTA AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. ISTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
17. Limitation of Liability
NEITHER ISTA NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ISTA’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country or state of residence.
ISTA’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.
18. Indemnification
User agrees to indemnify, defend, and hold harmless ISTA, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with User's use of the Services, and any related projects, output or Data.
19. Termination
ISTA may terminate this Agreement at any time without notice if User breaches any provision of this Agreement. Upon termination, User must cease all use of the Services and destroy all copies of any materials obtained from the Services. We also may terminate your account if it has been inactive for over a year. If we do, we will provide you with advance notice. ISTA may terminate this Agreement for convenience upon 30 days’ written notice. Upon termination of this Agreement, we will delete all User Content from our systems within 30 days, unless we are legally required to retain it.
20. Term
The term of this Agreement will commence upon the earlier of your online acceptance of this Agreement, or the date you first use the Services, and will remain in effect until terminated pursuant to this Agreement (“Term”).
21. Export Restrictions
User must comply with all applicable export and import laws in its access to, use of, and download of any content or records entered into or downloaded from the Services. User must not (and must not allow anyone else to) export, re-export, transfer or disclose the Data or any direct product of the Data: (a) to (or to a national or resident of) any U.S. embargoed jurisdiction, (b) to anyone on any U.S. or applicable non-U.S. restricted- or denied-party list, or (c) to any party that User has reason to know will use the Data in violation of U.S. export Law, or for any restricted end user under U.S. export Law.
22. Governing Law
Unless prohibited by applicable law, this Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, United States of America, without regard to its conflict of law principles. If application of the laws of the United States of America are prohibited based on the domicile of the User, this Agreement shall be governed by the laws of the Republic of Ireland, without regard to its conflict of laws principles.
23. Entire Agreement
This Agreement and our Privacy Notice constitute the entire agreement between User and ISTA regarding the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether oral or written.
24. Modifications
Updates. ISTA may update this Agreement, and the Privacy Notice by providing you with reasonable notice, including by posting the update on ISTA Digital homepage. If, in ISTA’s sole judgment, an update materially impacts your rights or obligations, we will provide at least 30 days’ notice before the update goes into effect, unless the update is necessary for us to comply with applicable law, in which case we will provide you with as much notice as reasonably possible. Any other updates will be effective on the date we post the updated Agreement or Privacy Notice. Your continued use of, or access to, the Services after an update goes into effect will constitute acceptance of the update. If you do not agree with an update, you may stop using the Services or terminate this Agreement.
25. Contact Information
If you have any questions or concerns about this Agreement, please contact us at
International Safe Transit Association, Inc.
1400 Abbot Rd, Suite 380
East Lansing, MI 48823-1900
ista@ista.org
+1 (517) 333-3437
26. Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in accordance with the rules of National Arbitration and Mediation (“NAM”), by a sole arbitrator appointed in accordance with said rules. Unless prohibited by law, the location of arbitration shall be in East Lansing, Michigan United States of America. If the location of arbitration in the United States of America is prohibited by law due to the User’s domicile, the location of the arbitration shall be in the Republic of Ireland, or such location as the parties may otherwise agree. The language of the arbitration shall be English. The decision of the arbitrator shall be final and binding upon both parties. The parties hereby waive any right to a trial by jury or to participate in a class action lawsuit or class-wide arbitration.
Arbitration Procedure. If we are unable to resolve the Dispute, either of us may commence arbitration with NAM under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable (available here). The activities described in these Terms involve interstate commerce and the United States Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.
The arbitration will be conducted by video conference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be in East Lansing, Michigan, United States of America, unless that location is prohibited by law, in which case, the location shall be Dublin, Republic of Ireland, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of Michigan or the Republic of Ireland as appropriate. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts located in the State of Michigan have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.
Batch Arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and ISTA agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.
Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.
27. Waiver of Class Action and Jury Trial
User agrees that any arbitration or legal proceeding shall be limited to User's individual claim and not as a plaintiff or class member in any purported class or representative action. User hereby waives their right to participate in any class action lawsuit or class-wide arbitration. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and ISTA knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.
28. Statute of Limitations
Any claim or cause of action arising out of or related to this Agreement or the use of the Service must be filed within six (6) months after such claim or cause of action arose, notwithstanding any longer period of time that may be permitted by applicable law. Failure to timely file a claim or cause of action shall result in its permanent bar.
29. Assignment
You may not assign or transfer any rights or obligations under this Agreement and any attempt to do so will be void. We may assign our rights or obligations under this Agreement to any affiliate, subsidiary, or successor in interest of any business associated with our Services.
30. Delay in Enforcing These Terms
Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of this Agreement or the Privacy Notice is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
By using the Services, User acknowledges that they have read, understood, and agree to be bound by the terms and conditions of this Agreement. If User does not agree with any part of this Agreement, User must not access or use the Services.