iExchangeWeb(SM)


THE TERMS AND CONDITIONS UNDER WHICH SERVICE WILL BE PROVIDED ARE SET OUT BELOW. BY COMPLETING THE ONLINE ENROLLMENT PROCESS, SERVICE SUBSCRIBER AGREES TO THESE TERMS AND CONDITIONS JUST AS IF IT MANUALLY SIGNED A CONTRACT CONTAINING THEM. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEN INDICATE (1) WHETHER YOU ARE AUTHORIZED TO BIND YOUR COMPANY TO THESE TERMS AND CONDITIONS AND (2) WHETHER YOUR COMPANY ACCEPTS AND AGREES TO THESE TERMS AND CONDITIONS.

If you enter "I Do Not Agree" to the question at the bottom of this page, this sign-up session will automatically terminate.

iExchangeWeb Service Terms and Conditions


iExchangeWeb ("Service") is an electronic information interchange application service which is provided by iConnect, Inc. ("iCi") by means of the public Internet. It allows authorized subscribers to access iConnnect's iExchangeWeb servers for the purpose of electronically exchanging business information in standardized formats with trading partners on a computer-to-computer basis. Access to and use of the Service by your Company ("Subscriber"), and persons who use Subscriber's User ID Number and password to access the Service ("Authorized Users"), will be subject to the following terms and conditions:

  1. Charges and Payment.
    1. Subscriber will pay the charges posted in the online Billing and User Information for the Service. All Subscribers will pay a one-time service initiation fee. Subscriber may elect a semi-annual or month-to-month subscription. Subscriber may change the subscription elected at any time. Subscription fees for the Service are payable in advance and are non-refundable. Prices are exclusive of taxes and duties; Subscriber will pay any sales, use, excise, value added, utility or similar taxes applicable to its Service. Payment will be made by Subscriber by credit card, or by direct debit to the Subscriber's bank account where available and authorized by Subscriber, unless otherwise agreed by Subscriber and iConnect. Subscriber authorizes iConnect to charge Subscriber's specified credit card or bank account for amounts which become payable by Subscriber to iConnect under this Agreement.
    2. Subscriber will be responsible for all charges resulting from use of its Service account, including unauthorized use prior to its notifying iConnect of such use and taking steps to prevent a recurrence by changing its password. iConnect reserves the right to change prices or institute new charges for access to or use of the Service at any time by posting such changes online on the IExchangeWeb web site at least thirty (30) days before the new prices become effective. Subscriber is responsible for reviewing pricing information posted on the web site regularly to obtain timely notice of such changes. Continued use of the Service after changes are posted constitutes acceptance by Subscriber of the prices as modified by the posted changes.
    3. Subscriber is responsible for providing and maintaining a personal computer and modem and Internet services (including browser software) required for accessing and using the Service. Subscriber will pay the service providers separately for all telecommunications and Internet service fees and charges incurred by it in accessing the Service. The subscriber will also be responsible for Value Added Network charges if the subscriber’s data is routed via a Value Added Network.
    4. Subscriber will be billed in advance for requested services and the payment is due within 30 days of the invoice date. If the payment is not received by the due date, subscriber will be assessed a Late Payment Fee of 1.5% per month of amount overdue or $25 (whichever is higher).
  1. Term. Unless earlier terminated as provided herein, this Agreement will continue until terminated by either party upon thirty (30) days prior notice to the other. iConnect may suspend use of the Service without notice in the event of a breach of this Agreement by Subscriber (including failure to timely pay) and may terminate this Agreement if the breach is not cured within fifteen (15) days after notice to Subscriber. iConnect may change this Agreement (other than prices) at any time by posting changes online on the IExchangeWeb web site. Subscriber is responsible for reviewing regularly information posted online to obtain timely notice of such changes. Continued use of the Service after changes are posted constitutes acceptance by Subscriber of this Agreement as modified by the posted changes.
  2. Modifications of Terms. iConnect may unilaterally change these terms and conditions at any time by conspicuously posting notice of such change in the User Support area of the Service for a period of five (5) consecutive days. Continued use of the Service after such notice will constitute acknowledgment and acceptance of the revised terms and conditions.
  3. Limited Warranty.
    1. iConnect warrants that the Service will perform substantially as specified in the online service description. This warranty will apply only to failures to meet the warranty that are reported to iConnect in writing within thirty (30) days after the date of the failure. Subscriber will cooperate fully and provide such information as is necessary for iConnect
    2. iConnect to verify the failure. If any failure should not be corrected within a reasonable period of time, as iConnect's sole obligation and Subscriber's exclusive remedy, the charges paid by Subscriber for the particular Service affected by the failure will be equitably reduced and a credit issued to Subscriber in the amount of the reduction.
    3. NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLY TO THE SERVICE. ICONNECT DOES NOT WARRANT THAT THE SERVICE WILL MEET SUBSCRIBER'S REQUIREMENTS OR THAT USE AND OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SUBSCRIBER IS RESPONSIBLE FOR TAKING APPROPRIATE PRECAUTIONS AGAINST DAMAGE TO ITS OPERATIONS WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS, OR MALFUNCTIONS OF THE SERVICE AND ASSUMES THE RISK OF SUCH OCCURRENCES. ICONNECT DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION OR MATERIALS ACCESSED BY USE OF THE SERVICE. SUBSCRIBER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY ITS PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SERVICE FOR THE RECONSTRUCTION OF ANY LOST DATA.
  1. Limitations of Liability. NEITHER ICONNECT NOR ITS SUPPLIERS WILL BE LIABLE TO SUBSCRIBER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PROVISION OR FAILURE TO PROVIDE THE SERVICE TO SUBSCRIBER (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE LIABILITY OF ICONNECT AND ITS SUPPLIERS FOR ANY OTHER TYPES OF DAMAGES ARISING FROM THIS AGREEMENT OR THE USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING CLAIMS OF NEGLIGENCE, WILL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF: THE TOTAL AMOUNT PAID BY SUBSCRIBER FOR THE SERVICE FOR THE THREE (3) MONTHS PRECEDING THE EVENT WHICH IS THE CAUSE OF LIABILITY OR ONE HUNDRED DOLLARS ($100).
  2. Force Majeure. Except for the failure to make payments when due, neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of any cause beyond the reasonable control of that party.
  3. Notices; Business Records.
    1. Any Notice which is required or permitted to be given by either party to the other under this Agreement must be in writing and may be given by personal delivery, by certified mail or by electronic transmission (i.e., telex, cable, fax or electronic mail) properly addressed to the other. All notices will be effective upon the date of receipt.
    2. Neither party will contest the validity, enforceability or admissibility of hard copy printouts of this Agreement or notices submitted pursuant to this Agreement. Copies of this Agreement or any notices submitted under this Agreement, if introduced as evidence in tangible form in any judicial or administrative proceedings, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form.
  1. Use of the Service.

a.      Use of the Service is subject to all laws and government regulations and to iConnect's standard conditions of use applicable to the Service. Subscriber is solely responsible for all information or content provided to iConnect in connection with the Service. Subscriber represents to iConnect that Subscriber has all necessary rights to use all such material.

b.      Subscriber will indemnify and hold ICONNECT harmless from any demands, claims, actions or causes of action, assessments, losses, damages, costs, expenses, judgments, awards, fines, amounts paid in settlement and other liabilities arising from (a) the unlawful, improper or unauthorized use of the Service, (b) errors or omissions in any information content made available to ICONNECT in connection with the Service, or (c) alleged copyright or other intellectual property rights infringement, defamation or other tort on account of information content provided to ICONNECT.

  1. General.
    1. In the event that iConnect, in the course of providing the Service, gains access to the content of documents transmitted to or from Subscriber or its Authorized Users, iConnect will maintain the confidentiality of such content by using the same degree of care that iConnect takes to hold in confidence its own confidential information of a similar nature.
    2. Subscriber's use of its user ID and password constitutes Subscriber's continuing acceptance of the terms and conditions of this Agreement.
    3. If Subscriber allows third parties to use the Service, Subscriber will indemnify and hold iConnect harmless against any liability, costs or damages arising out of claims or suits by such third parties including Subscriber's Authorized Users based upon or relating to such use.
    4. iConnect may include Subscriber's name and contact information in directories of iConnect service subscribers. However, iConnect is not authorized to use Subscriber's name, trademarks, logos or other identifying information in any other advertising or promotional materials without its prior consent.
    5. This Agreement will be governed by the laws of the State of Michigan, excluding its conflict-of-laws provisions. Any cause of action arising out of this Agreement must be instituted within one (1) year after the cause of action first accrues or the suit will be barred. Any right to jury trial in any suit arising out of this Agreement is waived.
    6. The provisions of Sections 3, 4 and 7 are for the benefit of ICONNECT and its employees, agents, contractors, information providers, licensors and other suppliers, each of whom shall have the right to assert and enforce these provisions directly on its own behalf. These provisions will survive any termination of this Agreement.
    7. This Agreement contains the complete and exclusive agreement of the parties with respect to the matters covered. No waiver, alteration or modification of any of the provisions of this Agreement will be binding unless made in accordance with the provisions of Section 8 or expressly agreed to in a writing signed by the party to be bound. If Subscriber issues a purchase order or other similar document, it will be for Subscriber's internal purposes only, and, therefore, even if it is acknowledged by ICONNECT, the terms and conditions of such purchase order or similar document will have no effect on this Agreement.


PLEASE TAKE NOTE OF YOUR USER ID AND PASSWORD AND STORE SUCH INFORMATION IN A SECURE PLACE. PROTECT YOUR PASSWORD AGAINST DISCLOSURE TO UNAUTHORIZED USERS.

THE IEXCHANGEWEB SERVICE IS A SERVICE OFFERING OF ICONNECT, INC., 24 FRANK LLOYD WRIGHT DRIVE, P. O. BOX 452, ANN ARBOR, MI 48106, (734) 930-4260.