Terms of Service
Welcome to intelligize.com (the “Website”). Intelligize, Inc. (“Intelligize”, “us”, “we”, or “our”) provides online services through the Website, including, but not limited to access to software, object code, executable code, computer programs, products, services, tools, interfaces, portals, and related features (collectively, the “Platform”) which in turn provide access to databases, documents, text, user guides, supporting documentation, and other materials, each as may be further described in an applicable order form (each, an “Order Form”) executed by Subscriber and Intelligize (excluding Third Party Content, collectively “Accessible Content”) together with other materials that are provided by way of the Website (together with Accessible Content, collectively, “Content”).
- Service Conditions.
(a) Order Forms. Upon execution of an Order Form by us and Subscriber, each Order Form shall become a part of these Terms and are hereby incorporated in these Terms by reference.
(b) Users. The Platform is password protected so that the Platform and the Accessible Content may only be accessed by way of a username and password activated by Intelligize (“Credentials”). Only individuals that are employees, contractors, or agents of Subscriber are eligible to receive Credentials to use and access the Services (each an “Eligible Individual”). Intelligize and/or Subscriber shall issue Credentials only to Eligible Individuals (collectively, “Users” and each, a “User”). Subscriber agrees that Intelligize shall provide only the number of Credentials set forth on the applicable Order Form. Subscriber and each User agrees that Credentials may only be used by the User to whom it is assigned to and that the Credentials may not be shared with or used by any other individual or entity. Subscriber agrees to promptly notify Intelligize if any User is no longer an Eligible Individual or if Subscriber otherwise desires to terminate a User’s access to the Services. Subscriber agrees that Subscriber is responsible for all use of the Services accessed with Credentials issued to Users. Subscriber agrees to use its best efforts to prevent unauthorized use of Credentials assigned to Users and will promptly notify Intelligize if Subscriber suspects that any Credentials are lost, stolen, compromised, or misused and/or if there has been any use of the of the Services that is not authorized by these Terms.
(c) Registration and Credentials. In connection with the Services, Subscriber and each User agrees to provide true, accurate, current and complete information, and to maintain and promptly update the information provided to us in order to keep its information true, accurate, current and complete.
(d) Compliance. Subscriber represents and warrants that both Subscriber and each User: shall abide by all applicable local, state, national and foreign laws, treaties and regulations, including, but not limited to those related to data privacy, international communications and the transmission of technical or personally identifiable information in connection with access to and/or use of the Services; and shall comply with the provisions of these Terms (for greater certainty, and of any applicable Order Form).
- Rights and Restrictions.
(a) Grant. Subject to the terms and conditions of these Terms (for greater certainty, and any applicable Order Form), Intelligize hereby grants Subscriber a non-exclusive, non-transferable, non-sublicensable, fee-bearing, limited right to access and use the Services within the United States of America in the ordinary course of Subscriber’s business during the term set forth in the applicable Order Form. Subject to the terms and conditions of these Terms (for greater certainty, and any applicable Order Form), the rights granted hereunder provides each User the limited right to: (i) access the Platform; (ii) access, download, view, use, and create derivate works of the Accessible Content; (iii) distribute the Accessible Content internally and externally in support of Subscriber’s ordinary course of business; and/or (iv) store the Accessible Content in machine-readable form using equipment owned or controlled Subscriber and/or Users.
(b) Term of Rights. The term of the right to use and access Services granted under this Section 3 shall commence on the subscription start date set forth on the applicable Order Form and shall continue for the term indicated in the applicable Order Form (for greater certainty, the term of the right to use and access Services granted under Section 3 hereof shall run concurrently and end concurrently with the term of the Order Form), unless such Order Form or the right to use or access the Services is sooner terminated according to these Terms. Intelligize shall deliver Credentials to each User on or before the subscription start date set forth on the Order Form.
(c) Restrictions. Except as otherwise provided in these Terms, Subscriber shall not and each User shall not: (i) license, sublicense, sell, resell, rent, loan, lease, transfer, assign, distribute, provide for service bureau use, or otherwise make available to any third party all or any portion of the Services and/or of the Content; (ii) alter, reverse engineer, decompile, disassemble, copy or otherwise attempt to derive the source code for, the Services; (iii) remove or alter any copyright or other notice contained in the Accessible Content; (iv) access the Services or collect Content from the Services using any automated means, including, but not limited to, robots, spiders, scrapers or offline readers; (v) store Content in an archival database or other searchable database; (iv) access, use, store, or download Accessible Content to compete with Intelligize and/or with the Services; and/or (vii) emulate, copy, refer to or otherwise use any portion of the Services and/or of the Content as part of any effort to develop or commercialize any product or service having any functional attributes, visual expressions, or other features similar to those of the Services or to compete with Intelligize and/or with the Services.
(d) Ownership and Reservation. Subscriber and each User agrees Intelligize owns all aspects of the Platform and Website and shall retain all patent, copyright, trademark, trade dress, trade name, moral rights, trade secret and other intellectual property rights in and to in all portions of the Platform and/or Website, all object code and source code relating to the Platform and/or Website, all the features of the Platform and/or Website, all elements of the look-and-feel of the Platform and/or Website, all design features involving the presentation of Content, and all modifications, revisions, updates, releases, refinements, improvements, and enhancements related to any of the forgoing. Neither Subscriber nor any User acquires any rights of ownership or title in or to any portion of the Services. Intelligize and its licensors retain all rights, title, and interest in and to the Services not expressly granted hereunder. Subscriber and each User agree not to take any action inconsistent with such title and ownership.
- Fees and Payment.
(a) Fees. In consideration of the rights granted to Subscriber hereunder, Subscriber agrees to pay to Intelligize the fees set forth in the applicable Order Form in the amounts and at the times set forth in these Terms and the applicable Order Form. Except as otherwise provided in these Terms, all fees shall be nonrefundable. All fees shall be due and payable by Subscriber in U.S. dollars.
(b) Taxes. All payments required by these Terms are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies and similar assessments and Subscriber agrees to bear and be responsible for the payment of all such charges imposed, excluding taxes based upon Intelligize’s income and/or corporate franchise taxes.
(c) Refunds. We have the right, but no obligation, to provide refunds of fees paid to us by Subscriber in connection with the Services, as determined solely by us. If we determine, in our sole discretion, to provide Subscriber with a refund of fees paid by Subscriber in connection with the Services, we will provide Subscriber with a pro rata refund based on the number of days remaining on Subscriber’s right to use and access the Platform, as determined exclusively by us.
- Linking to the Website. We hereby grant you a revocable, non-exclusive, non-sublicenseable, limited and temporary right to create a text hyperlink to the Website, provided that: (a) you do not remove or obscure advertisements, copyright notices or other notices on the Website, and (b) you give us notice of such link by sending an email to email@example.com. This limited right may be revoked at any time and for any reason or no reason, as determined by us in our sole discretion. Upon such time as we notify you that your limited right to link to the Website has been revoked by us, you agree to immediately cease using and remove any and all links to the Website which were previously created, used, or controlled by you. You may not use an Intelligize trademark, logo or other proprietary graphic of Intelligize to link to this Website without the express written permission of Intelligize which we may withhold in our absolute discretion. Further, you may not use, frame or utilize framing techniques to enclose any Intelligize trademark, logo or other proprietary information. Except to the extent you may link to the Website as set forth in this Section 5, you are not conveyed any other right or license relating to linking to the Website by implication, estoppel or otherwise.
- Third Party Content. Subscriber acknowledges and agrees that certain features of the Website and/or Platform, including but not limited to the ‘Law Firm Memos’ feature of the Platform, may hyperlink or otherwise redirect third party websites (“Linked Sites”) and/or materials owned by third parties (collectively, “Third Party Content”). Subscriber agrees that no license or right in or to any Third Party Content is granted by Intelligize under these Terms. Notwithstanding any provision of these Terms to the contrary, Subscriber agrees that the Platform provides only an index of Third Party Content, that the Platform merely hyperlinks to Third Party Content which is made available solely by third parties as a Linked Site, and that use and access to Third Party Content is governed solely by the terms and conditions of the owners of such Third Party Content (“Third Party Terms”). Subscriber represents and warrants that Subscriber and each User shall abide by the applicable Third Party Terms when using and/or accessing any Third Party Content. Subscriber acknowledges and agrees that Intelligize is not responsible or liable in any manner for any Third Party Content and undertakes no responsibility to update or review any Third Party Content. Subscriber understands and agrees that Intelligize does not control, endorse or adopt any Third Party Content and that Intelligize makes no representation or warranties of any kind regarding the Third Party Content. If any Linked Site obtains or collects information from Subscriber or a User, in no event shall we have any responsibility or liability relating to how any such information is collected or used.
- Posted Content.
(a) Subscriber and each User is solely responsible for and retain all rights in the text, images, and/or other materials that they post for public display on the Website (collectively, “Posted Content”). Subscriber and each User represents and warrants to us that Subscriber and each User shall not: post Posted Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness, (ii) may cause loss or damage to any person or property; (iii) involves or contributes to a violation of criminal or civil law; (iv) contains material that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, sexually explicit, or otherwise objectionable; (v) contains material that it is not authorized to disclose under any law or under contractual or fiduciary relationships; (vi) infringes on the intellectual property rights of others; or (vii) violates any provision of the use restrictions in Section 9. WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY’S MISUSE OR MISAPPROPRIATION OF ANY POSTED CONTENT OR OTHER INFORMATION SUBSCRIBER OR ANY USER TRANSMITS USING THE SERVICES.
(b) Subscriber and/or each User (as applicable) will retain ownership of any copyrights relating to its and/or their Posted Content (the “Owner”). However, the Owner also agrees that by posting Posted Content anywhere within, on, or using the Services, the Owner hereby grants to us and represents and warrants to us that it has all rights necessary to grant to us a worldwide, irrevocable, perpetual, non-exclusive, cost-free, royalty-free license to use, copy, sell, rent, license, sublicense, display, publically perform, create derivative works of, distribute, store, archive, transform, edit, alter, distort, modify, add to, subtract from, enhance, broadcast, telecast, duplicate, distribute, and/or otherwise exploit the Owner’s Posted Content, each as determined exclusively by us, in all forms of media and forms of exploitation, now known or hereafter created including but not limited to, by way of social media including but not limited to, LinkedIn® and the like (collectively “Social Media Accounts”), websites, film, television, radio, and/or print, each as determined exclusively by us. In order to further effect the rights and license granted to us regarding Posted Content, the Owner also hereby grants to us the unconditional, perpetual, irrevocable right to use and exploit its name, persona, image, photograph, and likeness that it provides in connection with any Posted Content, without any obligation or compensation to the Owner. To the extent any ‘moral rights’, ‘ancillary rights’, or similar rights in or to the Posted Content exists and are not licensed to us hereby, the Owner agrees not to enforce any such rights and shall procure the same agreement not to enforce from any others who may possess such rights. Without limiting the scope of the license granted to us by the Owner under this Section 7 or any future grant of rights, consents, agreements, assignments, and waivers the Owner may make with respect to the Owner’s Posted Content, and to the extent allowed by applicable law, the Owner hereby ratifies any prior grant of rights, consents, agreements, assignments and waivers made with respect to its Posted Content. The Owner of the Posted Content further acknowledges and agrees that no compensation will be paid to the Owner with respect to the use of the Owner’s Posted Content or any of the rights granted to us in these Terms. The license granted by the Owner in this Section 7(b) shall be binding upon the Owner of the Posted Content, its heirs, legal representatives, assigns, transferees and successors in interest and shall survive any termination of these Terms, of Credentials, and/or of the Owner’s right to use and access the Services granted by these Terms. The Owner of the Posted Content agrees that any Posted Content is not being disclosed in confidence or trust and that no confidential or fiduciary relationship is intended or created in any way. For clarity, and without altering the forgoing, generally, while the Owner retains the copyrights in its Posted Content, we can do anything we desire with the Posted Content just as if we owned the Posted Content and any copyrights therein.
(c) The Owner represents and warrants that it owns or otherwise possess all necessary rights with respect to the Owner’s Posted Content, and that the Owner’s Posted Content does not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate rights of any third party, including but not limited to intellectual property rights and/or trade secret rights.
(d) Subscriber agrees that we may but are not obligated to: filter any Posted Content on the Website (in any manner we determine, including but not limited to, by deleting or replacing expletives or other harmful or offensive language; refusing to display any Posted Content; removing Content from the Services for any reason or no reason, as determined by us; and/or disclosing any Posted Content and the circumstances surrounding the use thereof, to any third party for any reason or no reason, as determined by us. We are not responsible for, and will have no liability for, the removal or non-removal of any Content from the Services.
(e) Subscriber and the Owner of Posted Content agrees that it may be held legally responsible for its Posted Content if it is deemed defamatory or otherwise legally actionable. Under the Federal Communications Decency Act of 1996, Intelligize is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback or other Posted Content made available on the Services.
(d) Other Content. There are risks involved with relying on information on the Services, and Subscriber and each User expressly assumes those risks when using the Services. Under no circumstance will we be liable for any loss or damage caused by Subscriber’s or a User’s reliance on any information, materials, or services obtained through the Services or a Linked Site.
- Intellectual Property.
(a) Trademarks. INTELLIGIZE and all other graphics, logos, page headers, button icons, scripts, service names and other materials that we use, manage or control are trademarks, registered trademarks or trade dress of ours or our subsidiaries, officers, employees, independent contractors, suppliers, representatives, licensors, licensees, successors, assigns, agents, partners, or other affiliate (collectively “Affiliates”) in the United States or other countries or both. No individual or entity may use our trademarks without our express written permission which we may withhold in our sole discretion. All other trademarks that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by us or any of our Affiliates.
(b) Copyright. Except in the case of materials under license to us, we claim a copyright and all copyright protection afforded, under international, United States and the State of New York laws to all Content on the Services, including, but not limited to all text, graphics, logos, button icons, images, audio clips, and video. We also claim a copyright, and all copyright protection afforded, under international, United States, and the laws of the State of New York to all material described in Section 7(a) above. Access to all information and Content located on the Services is strictly permitted through the rights granted by these Terms. Except as permitted by these Terms, Subscriber and each User is prohibited from modifying, copying, distributing, displaying, publishing, selling, licensing, creating derivative works, or otherwise exploiting any Content available on or through the Services without our prior written permission, or in the case of Content owned by a third party, without first receiving permission from the owner of that Content.
(c) Infringement Claims. We respect the intellectual property of others. In connection with the Services, we have adopted and implemented a Digital Millennium Copyright Act of 1998 (“DMCA”) policy respecting intellectual property that provides for the removal of any infringing or unauthorized materials and for the termination of a User’s ability to use our Services, in appropriate circumstances, if we determine that any User is infringing on the intellectual property rights of others. If any individual or entity believes that any individual or entity is, through the use of the Services, unlawfully infringing by submitting unauthorized materials, and wishes to have the allegedly infringing or unauthorized material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512) must be provided to our designated copyright agent listed below (“Designated Agent”): your physical or electronic signature; identification of the works or rights that you claim to have been infringed; identification of the materials on the Services that you claim is infringing and that you request us to remove; sufficient information to permit us to locate such materials; your address, telephone number, and e-mail address; a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright or other rights owner, its agent, or the law; and a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright or other right that has allegedly been infringed or violated or that you are authorized to act on behalf of the copyright or other rights owner. Note that, any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
Our Designated Agent is:
Chief Executive Officer
1920 Association Drive, Suite 200
Reston, VA 20191
- Additional Restrictions. In addition to the restrictions set forth in Section 3, Subscriber and each User shall not: (a) infringe on the copyrights or other intellectual property rights of Intelligize, a User, or a third party (b) copy, distribute, or modify any part of the Services without our prior written authorization; (c) transmit inappropriate, inaccurate, false, misleading, or objectionable Posted Content to the Services, as determined by us; (d) transmit any medical records or other health information in violation of any law or regulation concerning the dissemination of medical information; (e) transmit any Posted Content which contains software viruses, harmful computer code, malware files, or harmful programs; (f) transmit information that falsely states, impersonates or otherwise misrepresents Subscriber’s or a User’s identity, or Subscriber’s or a User’s affiliations with a person or entity, past or present; (g) make threats or use profanity; (h) harass, stalk or intimidate other Users; (i) manipulate or exclude identifiers in order to disguise the origin of any Content; (j) disrupt the networks connected to the Services, including but not limited to by: attempting to probe, scan or test the vulnerability of the Services, attempting to breach security or authentication measures without proper authorization, or attempting to interfere with the Services or a User, by means such as overloading, ‘flooding’, ‘mailbombing’ or ‘crashing.’; (k) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use limitations on the Services; (l) use any communications systems provided by the Services to send unsolicited or unauthorized commercial communications, including but not limited to by email, SMS, MMS, or any other means; (m) remove, alter or obscure any proprietary notice or identification, including copyright, trademark, patent or other notices displayed on the Services; (n) mislead or attempt to mislead or defraud or attempt to defraud or conceal any information relating information that Subscriber or a User provide to us; or (o) use the Services to violate any applicable laws, rules or regulations, or for any unlawful, harmful, or inappropriate purpose, or in any manner that breaches these Terms or is otherwise objectionable, as determined by us in our sole discretion.
- Termination, Restriction, and Suspension.
(a) Intelligize may: (i) terminate any Order Form, any Credentials, and/or any and all rights granted by these Terms, in whole or in part, on ten (10) days’ advanced written notice to Subscriber upon breach of any provision of these Terms (for greater certainty, and/or of any Order Form) other than a provision set forth in Section 3 by Subscriber and/or any User; (ii) immediately terminate any Order Form, any Credentials, and/or any and all rights granted by these Terms, in whole or in part, upon the insolvency, institution of bankruptcy, liquidation proceedings (by or against Subscriber), appointment of a trustee or receiver for Subscriber’s property or business, and/or any assignment, reorganization or arrangement by Subscriber for the benefit of its creditors; and/or (iii) immediately terminate any Order Form, any Credentials, and/or any and all rights granted by these Terms, in whole or in part, upon breach of any provision set forth in Section 3 of these terms by Subscriber and/or any User.
(c) Intelligize may, without advanced notice to Subscriber, temporally suspend or discontinue providing access to the Platform and/or any Accessible Content in the event that any User breaches, or in the event that Intelligize has reason to believe (supported by reasonably sufficient evidence) that any User has breached any provision of these Terms, in addition to any other remedies available to Intelligize at law or equity. For the avoidance of doubt, any such suspension or discontinuance of access to the Platform and/or any Accessible Content shall only apply to any such individual Users that have breached, or are believed to have breached any provision of these Terms.
(a) Statements. THE SERVICES ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL, INVESTMENT, ACCOUNTING, TAX, OR OTHER ADVICE. THE SERVICES ARE A RESOURCE ONLY. Intelligize is not an Investment Adviser (as that term is defined by the Investment Advisers Act of 1940, as amended), a financial adviser, a law firm, a tax firm, an accounting firm, or any other provider of advice. INTELLIGIZE STRONGLY ENCOURAGES THE SUBSCRIBER AND EACH USER TO SEEK THE ADVICE OF THE APPROPRIATE PROFESSIONAL IN THE APPLICABLE JURISDICTION PRIOR TO USING THE SERVICES AND SUBSCRIBER AND EACH USER HEREBY ASSUMES THE RISKS ASSOCIATED WITH ANY FAILURE TO DO SO.
(b) Services. THE SERVICES AND ALL THIRD PARTY CONTENT ARE PROVIDED ‘AS IS’, ‘AS AVAILABLE’ AND ‘WITH ALL FAULTS’ WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SECURITY, QUALITY, OMISSIONS, COMPLETENESS, CURRENTNESS, TIMELINESS, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SUBSCRIBER AND EACH USER ASSUMES THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICES AND ANY THIRD PARTY CONTENT. INTELLIGIZE MAKES NO WARRANTY THAT THE SERVICES AND/OR THIRD PARTY CONTENT WILL MEET SUBSCRIBER’S OR A USER’S NEEDS OR THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, ERROR-FREE, OR BUG-FREE BASIS, OR REGARDING THE RELIABILITY OF ANY CONTENT, THIRD PARTY CONTENT, OR ANY PART OF THE SERVICES.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTELLIGIZE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EVEN IF INTELLIGIZE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL LIABILITY OF INTELLIGIZE TO SUBSCRIBER, A USER, AND/OR ANY THIRD PARTY RELATING TO ANY ASPECT OF THESE TERMS, THE PLATFORM, THE CONTENT, THE ACCESSIBLE CONTENT, AND/OR THIRD PARTY CONTENT, HOWEVER CAUSED, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, EXCEED AN AMOUNT EQUAL TO THE GREATER OF (A) THE TOTAL AMOUNT OF FEES PAID TO INTELLIGIZE BY SUBSCRIBER HEREUNDER, OR (B) FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00). THE FORGOING LIMITATION OF LABILITY SHALL APPLY EVEN IF INTELLIGIZE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF THIS LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.
- Dispute Resolution.
(b) SUBSCRIBER AND EACH USER AGREES THAT I MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS WE AGREE OTHERWISE, THE DECISION-MAKER MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE DECISION-MAKER MAY AWARD RELIEF ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS.
- Indemnification. Subscriber agrees to save, defend, indemnify, and hold harmless Intelligize and each of our affiliates, directors, officers, managers, members, shareholders, employees, agents, independent contractors, licensors, licensees, successors and permitted assigns, from and against, any and all liabilities, obligations, claims, demands, losses, expenses, actions, causes, suits, debts, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, damages, judgments, executions, costs and expenses whatsoever, including, but not limited to court costs and reasonable attorneys’ fees, at law or in equity, now existing or hereafter arising, foreseeable and unforeseeable, insured and uninsured, resulting from or arising out of or relating to: (a) any breach or alleged breach of any of Subscriber’s and/or each User’s warranties, representations, covenants or obligations to us these Terms, (b) any violation or alleged violation of any rights of a third party or our rights by Subscriber and/or any User relating to these Terms, including, but not limited to intellectual property rights, (c) use of the Website, Platform, Accessible Content, and/or Third Party Content, by Subscriber and/or any User, and/or (d) violation of any applicable law, rule, regulation, ordnance, or treaty relating to the Services by Subscriber and/or any User.
- Assignment. Neither Subscriber nor any User may assign any rights or delegate any obligations or rights by these Terms without the prior written consent of Intelligize, which consent may be withheld in Intelligize’s discretion. We may assign these Terms and/or any obligations of ours under these Terms, in whole or in part, for any reason or no reason, as determined solely by us.
(a) Use of Name. Subscriber hereby grants to Intelligize a non-exclusive, non-assignable, non-transferable, non-sublicensable, paid-up, royalty-free limited and temporary license to use Subscriber’s company name and Subscriber’s related logos and trademarks, during the term of the right to use and access the Platform granted by these Terms, in connection with materials relating to marketing, promotion, advertisement, distribution and sales of products and services in the ordinary course of Intelligize’s business (the “Materials”), by any means now known or hereafter to become known. Prior to distributing any Materials, Intelligize shall first submit to Subscriber samples of such Materials for Subscriber’s approval, which may be withheld in Subscriber’s reasonable discretion. In the event that Subscriber fails to provide Intelligize with written notice of disapproval within three (3) business days of the receipt of any sample Materials, such sample Materials shall be deemed irrevocably approved by Subscriber. Unless otherwise agreed by the parties in writing, upon termination or expiration of the right to use and access the Platform granted by these Terms, Intelligize shall: (a) discontinue all use of the Materials within a commercially reasonable time thereafter; and (b) return or destroy (at Intelligize’s option, as determined by Intelligize) all Materials that are then in Intelligize’s possession within thirty (30) days of the termination or expiration of the right to use and access the Platform grated by these Terms.
(b) Testimonials. Subscriber hereby agrees to cooperate with Intelligize in good faith to create and provide, from time to time during the term of the right to use and access the Platform granted by these Terms, Materials containing reviews, success stories, testimonials, endorsements, statements, and the like at the request of Intelligize without further compensation. The parties agree that any and all works of authorship provided by Subscriber and/or any User in connection with the forgoing in this Section 16(b) shall be ‘work made for hire’ as defined in 17 U.S.C. § 101 and shall be and remain the exclusive property of Intelligize. If for any reason the works of authorship provided by Subscriber in connection with the forgoing in this Section 16(b) would or are not be considered a ‘work made for hire’ under applicable law, Subscriber hereby irrevocably assigns to Intelligize, without further compensation, all rights, title and interest in and to the same. Each party agrees to execute all such further instruments and documents and to take all such further action as the other party may reasonably require in order to effectuate the terms and purposes of the rights, title, and/or licensees granted to Intelligize by these Terms.
- Updates and Material Change. Notwithstanding any provision of these Terms (for greater certainty, or of any applicable Order Form) to the contrary, Intelligize may modify or otherwise remove any feature of the Platform and/or the Services at any time, as determined solely by Intelligize, without compensation to Subscriber or any User or off-set of amounts owed by Subscriber to Intelligize hereunder. Intelligize shall have no obligation to update, alter, or modify the Services or any portion of the Platform. If Intelligize determines in its sole discretion that there is or has been a material change in Subscriber’s organization or in Subscriber’s organizational structure, including, but not limited to a merger, acquisition, or significant increase in the number of Users in Subscriber’s organization or Users at a particular business location, then Subscriber and Intelligize agree that Subscriber and Intelligize shall each enter into good faith negotiations regarding modifying and/or otherwise amending the terms of Subscriber’s then-current Order Form in light of such material change.
- Support. Intelligize will use commercially reasonable efforts to provide telephone consultation regarding access to, use of, and trouble-shooting issues relating to, the Services in a manner and to the extent determined solely by Intelligize in its absolute discretion.
- Export Control. The Services and certain technical information that may be provided in connection with these Terms are subject to United States of America export control laws. Subscriber and each User represents and warrants to Intelligize that it is now and will remain compliant with all export control statutes and regulations of the United States of America and of any country in which Subscriber conducts its business. This includes, but is not limited to, the United States Export Administration Act, and any other national or international export laws, restrictions, or regulations that apply to the Services.
- Government Users. The Platform is a “Commercial Item” as that term is defined at 48 CFR 2.101 consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation” as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. The rights to the Platform are granted to U.S. Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other Users pursuant to the terms and conditions of these Terms.
- Force Majeure. Notwithstanding any provision of these Terms (for greater certainty, or of any applicable Order Form) to the contrary, any delay or failure of Subscriber or Intelligize to perform its obligations, other than Subscriber’s obligation to remit payment to Intelligize according to the terms hereof, will be excused if and to the extent that it is caused by an event or occurrence beyond the reasonable control of the party and without its fault or negligence, including, but not limited to: acts of God; restrictions, prohibitions, priorities or allocations imposed or actions taken by a governmental authority; embargoes; fires; explosions; natural disasters; riots; wars; sabotage; inability to obtain power; or court injunction or order.
- Survival. The terms of the provisions contained in Sections 3(d), 4, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, and 35, as well as the terms of all provisions of these Terms (for greater certainty, and/or of any applicable Order Form) which in order to give effect to their meaning need to survive termination or expiration of these Terms, any Order Form, any Credentials, and/or any and all rights granted by these Terms shall survive any such termination or expiration.
- Amendment and No Implied Waiver. Subscriber agrees that we may amend, modify, or alter these Terms and/or our Polices at any time in our sole discretion. We will notify Subscriber about changes to these Terms by placing the updated Terms on the Website. Subscriber and each User agrees that its use of the Services after such notification will constitute acceptance of such changes to the Terms. Any Order Form shall not be amended, supplemented or modified except in a writing executed by authorized representatives of Subscriber and Intelligize. Waiver of any breach of any provision of these Terms (for greater clarity, and/or of any Order Form) by the other party shall not operate, or be construed, as a waiver of any subsequent or other breach.
- No Agency. Intelligize and Subscriber are independent contractors with respect to each other, and nothing herein shall create any association, partnership, joint venture or agency relationship between them.
- Severability. If any provision of these Terms (for greater certainty, or of any applicable Order Form) is inoperative or unenforceable for any reason in any jurisdiction, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections of these Terms (for greater certainty, or of any applicable Order Form) in any jurisdiction shall not affect the remaining portions in such jurisdiction or in any other jurisdiction.
- Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS, OR THE BREACH, TERMINATION OR VALIDITY OF THESE TERMS, OR THE TRANSACTIONS CONTEMPLATED BY THESE TERMS. EACH PARTY CERTIFIES THAT IT MAKES THIS WAIVER VOLUNTARILY, AND IT HAS BEEN INDUCED TO ENTER INTO THESE TERMS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 27.
- Equitable Relief. Subscriber and each User acknowledges that Intelligize will suffer irreparable harm as a result of the material breach by such party of any covenant or obligation to be performed or observed by Subscriber by these Terms, and acknowledges that Intelligize shall be entitled to apply for and, if granted, receive from any court or administrative body of competent jurisdiction a temporary restraining order, preliminary injunction and/or permanent injunction, without any necessity of proving damages or posting bond or other security, enjoining Subscriber from further breach of these Terms (for greater certainty, or of any applicable Order Form) or further infringement or impairment of the rights of Intelligize.
- By accessing the Website or any portion of the Services, any and all individuals and/or entities that are not Users or the Subscriber (i.e. visitors) nevertheless hereby agree to be bound by Sections 3(c), 3(d), 3(c), 6, 7, 8, 9, 10(c), 11, 12, 13, 14, 15, 17, and 22 through 35 of these Terms as if they/it were the “Subscriber” and/or the “Owner” (as applicable) and hereby represent and warrant that they/it has the authority and capacity to do so.
- Third Parties. From time to time, we may engage third parties or Affiliates to assist us in providing certain aspects of the Services, including but not limited to marketing functions. Subscriber and each User agrees that we may engage such third parties in providing Services to Subscriber and/or any User, as determined by us.
- Confidentiality. Intelligize may disclose to Subscriber and each User information that Intelligize considers to be confidential and/or proprietary (“Confidential Information”). Notwithstanding any provision of these Terms to the contrary, “Confidential Information” shall be deemed to include information relating to the Platform, the nature of the Accessible Content, the terms and conditions of any Order Form, the amount of any fees paid to Intelligize in connection with the Services, and technical and business information relating to Intelligize’s business operations, including, but not limited to inventions, software, research and development, future product specifications, implementation methodologies, engineering processes, costs, profit information, and marketing and future business plans. Subscriber and each User agrees, unless required by law, not to use or make each Intelligize’s Confidential Information available to any third party for any purpose other than as necessary to perform by these Terms. Subscriber and each User agrees shall protect the Confidential Information of Intelligize by using no less than a reasonable degree of care to prevent its unauthorized use, dissemination or publication by Users and/or its employees or agents. “Confidential Information” shall not include information that: (a) is or becomes publicly available through no act or omission of Subscriber and/or a User; (b) was in the lawful possession Subscriber and/or a User prior to the disclosure by Intelligize and was not obtained by Subscriber and/or a User either directly or indirectly from Intelligize; (c) is lawfully disclosed to Subscriber and/or a User by a third party without restriction on further disclosure, and where the discloser was not aware that the information was the Confidential Information of Intelligize; and/or (d) is independently developed by Subscriber and/or a User without violation of these Terms. Notwithstanding any provision of these Terms to the contrary, disclosure of Confidential Information shall not be precluded if such disclosure is: (x) in response to a valid order of a court or other governmental body, provided, however, that Subscriber and/or the applicable User shall first promptly provide Intelligize notice of the order and make a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued; (y) otherwise required by law; and/or (z) necessary to establish the rights of Subscriber by these Terms.
- Notices. Unless otherwise expressly provided in these Terms (e.g. in Section 17), all notices required or permitted hereunder shall be in writing and deemed sufficiently given for all purposes hereof if (a) delivered in person, by courier, or by registered or certified United States Mail to the party to be notified, return receipt requested, with a copy sent by electronic mail; or (b) sent by electronic mail, in each case to the appropriate party at the addresses set forth below or such other address as a party may provide to the other party according to this Section 28. Each notice: (x) sent by United States Mail shall be deemed effective three (3) business days after being mailed; (y) delivered in person or by courier shall be deemed effective on receipt by the receiving party; and (z) sent by electronic mail shall be deemed effective upon transmission by the sending party (as evidenced by the time and date stamp thereon); provided, however, that notice transmitted by electronic mail after 5:00 p.m. at the location of the receiving party shall be deemed received on the first business day following the date of such electronic transmission.
Attn: Legal As set forth on the applicable Order Form
1920 Association Drive, Suite 200
Reston, VA 20191