IntellaSphere Terms of Service
Welcome to IntellaSphere and our online marketing system. This Customer Terms of Service (the “Agreement”) governs your use of the IntellaSphere online marketing system. The terms “we”, “us”, “our” and “IntellaSphere” refer to IntellaSphere, Inc., a Delaware corporation, and/or our subsidiaries. Please read the Agreement carefully, as it contains information concerning your legal rights and limitations on these rights, as well as a section regarding applicable law and jurisdiction of disputes.
THIS AGREEMENT GOVERNS YOUR USE OF THE INTELLASPHERE.COM WEBSITE (THE “SITE”), INTELLASPHERE’S ONLINE DIGITAL MARKETING SYSTEM, AND OUR ASSOCIATED MOBILE DIGITAL MARKETING APPLICATIONS (COLLECTIVELY, THE “SERVICE” OR “SERVICES”). BY ACCESSING OR USING THE SERVICES IN ANY MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND REPRESENT THAT YOU HAVE READ AND UNDERSTOOD ITS TERMS.
If you do not agree with and accept all the terms of this Agreement, please do not access or otherwise use our Service(s). If you are using the Service for your company’s use, you represent that you are an authorized representative of that company who has the authority to legally bind your company to these terms.
IntellaSphere may make changes to the content, functionality and services offered by us at any time. IntellaSphere can change, modify, or add or remove provisions of this Agreement at any time by posting updated terms and conditions of use on the Site. If any change, modification, additional provision, or removal of a provision is unacceptable to you, you shall cease using the Services. If you instead continue to use the Services, you will be conclusively deemed to have accepted the changes.
We will note the date that revisions were last made to the Agreement at the top of this page, and any revisions will take effect upon posting. We will notify our users of material changes to these terms and conditions by either sending a notice to the email address provided to us at registration or by placing a notice on our Site or mobile applications. Be sure to return to this page periodically to review the most current version of the Agreement.
“Agreement” means these Customer Terms of Service and all materials referred or linked to in here.
“Annual Renewal Date” means the date on which your annual subscription renews – if signed up for an annual payment plan.
“Beta Account” means any pre-release version of the Service or Materials.
“Billing Period” means the time period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to a Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months, if you subscribe monthly, your billing period will be 30-days.
“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, technical data, and the terms of the Order. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.
“Customer Data” means all information that you collect via the Subscription Service.
“Freemium Subscription” means the free, limited, version of the online marketing system provided by IntellaSphere.
“Monthly Renewal Date” means the date on which a monthly subscription renews – if signed up for a monthly payment plan.
‘‘Order” or “Order Form” means the IntellaSphere-approved order form or online subscription form by which you agree to subscribe to the Subscription Service.
“Sensitive Information” means (a) credit or debit card numbers; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standards, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.
“Subscription Fee” means the amount you pay for a Subscription Service.
“Subscription Service” means all of our web-based and mobile app-based inbound marketing and sales applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://IntellaSphere.com or another designated URL, and any ancillary products and services, that we provide to you, including our paid subscriptions, Freemium Subscriptions, and Trial Subscriptions.
“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Trial Subscription, the Subscription Term will be the period during which you have an account to access the free Services, as specified on your Order Form. For our Freemium Subscription, the Subscription Term will be for as long as we offer our Freemium Subscription option free of charge.
“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.
e Order Form.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“You”, “your” or “Customer” means the person or entity using any of IntellaSphere’s Paid Subscription Service, or a Trial Subscription, or a Freemium Subscription and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.“Third-Party Sites” means third-party websites linked to from within the Subscription Service, including Communications Services.
“Trial Subscription” means IntellaSphere’s limited, free trial period for the use of one of our paid Subscription Service plans.
“Trial Term” means the applicable free period for our Trial Subscription, for example, 30 days or as otherwise indicated on th
During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide some elements of the Subscription Service through third party service providers.
You may subscribe to additional Service features by placing an additional Order or activating the additional features from within your IntellaSphere account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your IntellaSphere account.
We try to make the Services available 24 hours a day, 7 days a week, except for planned down-time for maintenance.
Without limiting the generality of the foregoing, if you register for a particular Service component, (aka new functionality module) that is labeled “beta” i.e., is in "beta test status" mode or other pre-release version of the Service and/or the services and Materials on the Site ("Beta Release"), you acknowledge and agree that the Beta Release may contain, in IntellaSphere's sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Site and/or services that may be offered through the Site. You further acknowledge and agree that any "beta account or service" can be converted to a commercial subscription account upon the end date of the beta release time period ("Beta Release End Date").
While IntellaSphere generally intends to distribute commercial release versions of the Site and the services and Materials on the Site, IntellaSphere reserves the right not to release later commercial release versions of any Service Component in Beta Release status. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by IntellaSphere to be suitable for commercial use, and that it may contain errors affecting its proper operation. By clicking to accept these terms, you acknowledge and agree that use of a beta release may exhibit sporadic disruptions that have the potential to disrupt your use of the site in general and any services that may be offered through the site. IntellaSphere specifically disclaims all damages resulting from your use of any beta release.
Upon your registration and our acceptance of your Order, you become a Customer with access to our Services and Materials. Each subscription to our Service is, and the rights and privileges conferred on a Customer and each of Customer’s authorized users are, personal and non-transferable.
Service Offering Our Freemium Subscription is a limited offering in terms of functionality and usage limits. It does not provide you with the obligation to purchase any other Subscription Service. You do not need to renew your participation in our Freemium Subscription. Your Freemium subscription will not be cancelled. If you wish to purchase a paid Subscription Service, please upgrade to a one or our paid Subscriptions or contact IntellaSphere.
Waiver of Compensation If you subscribe to the Freemium Subscription Plan, you are receiving access for a limited plan without charge. We waive any and all entitlement to compensation from you for the Services provided to you pursuant to the Freemium Subscription. It is specifically understood that our Services are provided for the sole benefit and use of our Customers.
Changes to Functionality We reserve the right to modify or eliminate any and all elements or usage limits of the Freemium Subscription plan at our sole discretion at any time. If we modify the functionality or limits of the Freemium Subscription plan, we will notify our customers.
Limited Offering Our Trial Subscription is a limited time offering. It does not provide you with the obligation to purchase any other Subscription Service. You may not renew your participation in your Trial Subscription. At the end of the Trial Term, your subscription will be cancelled. If you wish to purchase a paid Subscription Service, please upgrade to a one or our paid subscriptions or contact IntellaSphere.
Waiver of Compensation You are receiving access for a limited term without charge. We waive any and all entitlement to compensation from you for the Services provided to you pursuant to the Trial Subscription. It is specifically understood that our Services are provided for the sole benefit and use of our Customers.
Payment You agree to pay all fees or charges associated with your IntellaSphere account based on IntellaSphere’s fees, charges, and billing terms in effect as shown on your Order. You will be liable for paying any and all applicable sales, use or other taxes for the purchase of your Subscription based on the mailing address that you provide when you register as a Customer, and you authorize IntellaSphere to charge your credit or debit card for any such applicable taxes. All sales and payments of Subscription Fees will be in US Dollars. For all paid Subscription Services, you may pay for your Subscription Fee only with credit and debit card payments. We will charge your credit or debit card for your first Subscription Fee on the date that we process your Order. If you sign-up for a Trial Subscription, we will automatically charge your credit or debit card for your first Subscription Fee for the corresponding Subscription Service unless you cancel your subscription prior to the expiration of your Trial Term. You will keep your contact information, billing information and credit card information up to date. Changes to this information may be made within your IntellaSphere account. All Subscription Fees are non-refundable, except as specifically provided for in this Agreement. All Subscription Fees are due and payable in advance throughout the Subscription Term.
Changes in Fees IntellaSphere reserves the right to change prices for Subscriptions at any time, and does not provide price protection or refunds in the event of promotions or price decreases. You will be notified of any changes in fees by email at the address set forth in your account profile and when you log in to your account. Notwithstanding the foregoing, your Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed the limits of your current Subscription Service (see the ‘Limits’ section below), (ii) upgrade or downgrade your Services, or (iii) subscribe to additional features or products.
Automatic Renewal IntellaSphere will automatically renew your paid Subscription Service each month/year on the Monthly Renewal Date or Annual Renewal Date (as applicable) and as authorized by you during the subscription sign-up process, IntellaSphere will charge your credit or debit card with the applicable monthly Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you cancel 5 business days prior to the next Monthly Renewal Date). The renewal pricing set forth in your Order will apply, subject to adjustment as specified in the this Agreement. If renewal pricing is not included in your Order, then our standard pricing available on our website on the date of renewal will apply.
Upgrading or Downgrading Your Subscription Service may be upgraded or downgraded, subject to the terms hereof, at any time. When you upgrade, you will immediately be charged the difference between your upgraded subscription level and your prior subscription level, at the prices and terms set forth on any new Order. If you exceed the limits for your current subscription level at any time during the current Subscription Term, you will be automatically upgraded to the appropriate subscription level. If you downgrade your subscription, you will be charged at the downgraded subscription level during your next billing cycle. You hereby acknowledge that downgrading your subscription may cause the loss of content, features or capacity of your account, and that you are solely responsible for the result of any such downgrade, including without limitation, lost profits, claims, damages or other liabilities, costs or expenses.
Acceptable Use IntellaSphere provides content and services through the Services, including an integrated set of digital marketing tools for businesses to create real time, timely and engaging interaction that allows your or your business to accurately monitor brand reputation and public sentiment, engage with online communities and individuals, promote your business and its products, services or events. Certain information, documents, products and services provided on and through the Services, including content, logos, graphics and images (together, the “Materials”) that are not Submissions (as defined in the Submissions section, below) are provided to you by IntellaSphere and are the copyrighted and/or trademarked work of IntellaSphere or IntellaSphere’s contributors or suppliers. IntellaSphere grants you a limited, non-exclusive, non-transferable right to use the Services solely for marketing your business or professional career. Except for the rights set forth this Agreement, you acknowledge and agree that you have no right to, and you shall not, modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner. Your right to use the Service or Materials terminates automatically, without notice to you, if unsubscribe to the Service or if you breach any of these terms. Upon termination, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Services or any Materials.
Visiting the Site You can view visit our Site and not use any Services. You need not register with IntellaSphere to visit and view the Site.
Accessing Services and Materials To access password-restricted areas of the Site and to use the Services and Materials you must complete an Order and register with IntellaSphere for an account to receive a User ID and password.
Registering an Account Each User of our Services must register for an account with IntellaSphere. Your account information must include the following information: your name, address, phone, website, industry type, and email. You also have the ability to provide additional optional information, which is not required to register for an account but is needed by IntellaSphere to provide you with customized experience provision IntellaSphere Services on your behalf. Once you have you have submitted your account registration information, an IntellaSphere administrator shall have the right to approve or reject the requested registration, in the IntellaSphere administrator’s sole discretion. If your account is approved by the IntellaSphere administrator, you will be sent an email that contains a password that will allow you to log-on to the Site using that password (the “IntellaSphere Password”) for the first time you log into your account on the Site to complete the account registration process. Each account login may only be used by one person. You may create multiple logins for your account, up to the total number of authorized Users permitted at the applicable subscription level.
Keeping Your Account Secured You are responsible for maintaining the confidentiality of your IntellaSphere Password and the passwords of all authorized users accessing the Site and using the Services under your account (collectively, “Passwords”), and you are responsible for all activities that occur using your corporate account and associated Passwords. You agree not to share your Passwords, let anyone else access your Passwords or do anything else that might jeopardize the security of your Passwords. You agree to notify IntellaSphere if any of your Passwords are lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of your Passwords, or if you know of any other breach of security in relation to the Services.
Account Information By using the Services, you represent and warrant that you are eighteen (18) years of age or older and that all the information that you provide to us is accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes under “Settings” or contacting IntellaSphere using the contact information at the end of this Agreement and requesting that IntellaSphere make the change. You acknowledge and agree that you are responsible for providing, at your cost, all equipment, software, and internet access necessary to use the Services.
Electronic Communications By using the Services, you consent to receiving electronic communications from IntellaSphere. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with IntellaSphere. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
Third-Party Rights You further agree that you will not upload, post or otherwise make available on the Services any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damages or liability resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make. You represent and warrant that: (i) you own all Submissions posted by you on or through the Service or otherwise have the right to grant the license to IntellaSphere set forth in this section, and (ii) the posting of your Submissions on or through the Service does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through the Service.
Unauthorized Activities When you provide Submissions, you agree that those Submissions shall not be in violation of the “Unauthorized Activities” listed below. IntellaSphere is not required to monitor, police or remove any Submissions or other information submitted by you or any other User. When using Services, you agree not to:
- Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Use racially, ethnically, or otherwise offensive language.
- Discuss or incite illegal activity, or use the Services in any manner that is, or could reasonably be construed to be, unlawful, fraudulent, misleading, malicious, or discriminatory.
- Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
- Post anything that exploits children or minors or that depicts cruelty to animal.
- Post any copyrighted or trademarked materials without the express permission from the owner.
- Disseminate or use the Services for any unsolicited or unauthorized advertising, promotional materials, junk mail, spam (as defined here), chain letters, pyramid schemes, or any other form of such solicitation.
- Use any robot, spider, scraper or other automated means to access the Services.
- Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
- Alter the opinions or comments posted by other Users of the Service.
- Upload, use or disseminate viruses or other malicious code or other abusive scripts or processes.
- Solicit login, account or other personal information of another person or request or obtain access to an account of another person.
- Make your account or any portion thereof or the services provided thereby available to the general public or any portion thereof.
- You may not use the Service if you are legally prohibited from receiving or using the Services under the laws of the country in which you are resident or from which you access or use the Service.
- Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so you may not use the Service where your communications would be subject to such laws.
- You agree not to use data from the Service in legal proceedings or otherwise as evidence.
- YOU AGREE NOT TO USE THE SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.
- You may only use IntellaSphere’s Service infrastructure for your IntellaSphere related marketing functionality.
- We provide image and data hosting on our servers only for your email and marketing campaigns, as well as creating and hosting your website using IntellaSphere’s Website Builder . Based on your Subscription Plan usage limitations, IntellaSphere may throttle your sending, storage, bandwidth or connections at our sole discretion.
The foregoing prohibitions are not exhaustive, and IntellaSphere reserves the right to (a) terminate your access to your account, your ability to post to this Site or the use any Services, and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that IntellaSphere determines is inappropriate or disruptive to the Services or to any other User. IntellaSphere may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at IntellaSphere’s discretion, IntellaSphere will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
IntellaSphere Email Unauthorized Activities In order to comply with both United States and Canadian Spam laws, any email addresses that you mail to through us have to be permission based. There are two types of permission: express (e.g. someone who opts in) or implied (someone who gives you a business card). If you do business in Canada or email Canadian contacts you need to be aware of the Canadian anti-spam laws and the expectations they set for implied and express permission. There are strict rules about how long you can email someone who has only given you implied permission. You are not ever allowed to email: any purchased, rented, or appended list of email addresses from any source, no matter what the source claims; any shared list of email addresses that haven't given you direct permission to email (e.g. trade show attendee list, affiliated company contact list); any non-specific or role email addresses (e.g. “info@” emails); any distribution list or mailing list; any collected email addresses obtained by surfing the internet or scraping web pages; any addresses obtained through social media connections where the contact hasn’t explicitly requested emails. Adding or importing names that go against the permission policy or anti-spam policy may result in the termination of your account. Additional email rules are as follows:
- We may view, copy, and internally distribute content from your Emails and account to create algorithms and programs (“Tools”) that help us spot problem accounts. We use these Tools to find Customers who violate this Agreement or laws. For example, We study data internally create better experiences for senders and subscribers.
- IntellaSphere does not allow accounts with the primary purpose of promoting or inciting harm towards others or the promotion of discriminatory, hateful, or harassing content. To this end, we may suspend or terminate your account if you send an email campaign, submit an advertisement or otherwise distribute any content that we determine, in our sole discretion, contains either of the following: (a) any threat of physical harm, including any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others (collectively, “Physical Harm”), or (b) hateful content, meaning any statement, image, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status (collectively, “Hateful Content”).
Customers Located in EEA If you’re located in the European Economic Area (EEA) or send to anyone in the EEA, you represent and warrant that in creating your email distribution list, sending emails via our Services, and collecting information as a result of sending emails, you:
- Have complied, and will comply, with all regulations, as well as data protection, electronic communication, and privacy laws that apply to the countries where you’re sending any form of email through IntellaSphere.
- Have collected, stored, used, and transferred all data relating to any individual in compliance with all data protection laws and regulations. You have the necessary permission to allow IntellaSphere to receive and process data and send communications to that individual on your behalf.
- Agree to indemnify and hold us harmless from any losses, including attorney fees, that result from your breach of any part of these warranties.
Third-Party Sites and Products Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.
Termination for Cause Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
Suspension for Prohibited Acts We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) use of the IntellaSphere email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, (iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity, (iv) if your organization has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm, or (v) if you make a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm (a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm). We may, without notice, review, edit and delete any Customer Data or Submissions that we determine in good faith violate these terms, provided that, we have no duty to prescreen, control, monitor or edit your Customer Data or Submissions.
Suspension for Present Harm If your website, or use of, the Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Service. We will try to limit the suspension to the affected portion of the Service and promptly resolve the issues causing the suspension of the Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Suspension and Termination of Trial or Freemium Subscription We may suspend, limit, or terminate the Trial Subscription for any reason at any time without notice. We may terminate your Free Subscription Service to the Trial Subscription due to your inactivity.
Effect of Termination or Expiration Upon termination or expiration of this Agreement, you will stop all use of the affected Service and Materials. We may or may not provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
Retrieval of Customer Data As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
Reporting Unauthorized Activities If you think anyone is violating any of the terms of this Agreement, please notify us immediately. If you received spam you think came from a IntellaSphere user, please report it to the IntellaSphere Support Team at Support@IntellaSphere.com.
All paid subscriptions will receive email and in-app support is included at no additional cost. Phone support for these subscriptions is available from 6am to 6pm Monday Friday PST (Pacific Standard Time), with reduced hours during holidays. We accept email and in-app support questions 24 Hours per Day x 7 Days per Week. Email and in-app questions can be submitted through the help widget in the lower right hand corner of your account or by following the link at Support@IntellaSphere.com. Email and in-app responses are provided during support hours only. We attempt to respond to email and in-app support questions on a timely basis, however we do not promise or guarantee any specific response time.
Aggregate Data We may monitor use of the Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.
Safeguards We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States.
Intellasphere’s Proprietary Rights The Service and Materials are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Materials, or the Service, in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include, but aren’t limited to, INTELLASPHERETM, our global logo, MARKETING IS HARD. WE MAKE IT EASYTM, AffinityPagesTM, IntellaHealthTM, IntellaPagesTM, IntellaConsultingTM, and you may not use any of these without our prior written permission. Other trademarks, names and logos on this Site are the property of their respective owners. Unless otherwise specified in this Agreement, all information and screens appearing on the Service, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of IntellaSphere. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Intellectual Property Infringement IntellaSphere respects the intellectual property rights of others, and we ask you to do the same. IntellaSphere may, in appropriate circumstances and at our discretion, terminate service and/or access to the Services for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the Services, please provide IntellaSphere’s designated agent the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single location are covered by a single notification, a representative list of such works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit IntellaSphere to locate the material.
- Information reasonably sufficient to permit IntellaSphere to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- IntellaSphere’s agent for notice of claims of copyright or trademark infringement on the Service can be reached as follows: firstname.lastname@example.org
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing shall be subject to liability for any damages.
Customer’s Proprietary Rights As between the parties, you own and retain all rights to the Submissions and Customer Data. This Agreement does not grant us any ownership rights to Submissions or Customer Data. You grant permission to us and our licensors to use the Submissions and Customer Data only as necessary to provide the Service to you and as permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
Feedback We encourage all customers to provide suggestions for improving the Service, and vote on the suggested improvements they like most. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service, without payment or attribution to you.
Publicity You grant us the right to add your name and company logo to our customer list and website.
The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Service by you, (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Service by any other person using your User information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Disclaimer of Warranties WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICE, DATA MADE AVAILABLE FROM THE SERVICE, OR THE INTELLASPHERE CONTENT. TO THE EXTENT PERMITTED BY LAW, THE SERVICE, AND INTELLASPHERE CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES.
Limitation of Liability EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE “INDEMNIFICATION” SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO YOU IF YOU ONLY USE THE FREE TRIAL, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE TRIAL, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.
Third Party Products WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
Agreement to Liability Limit YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.
Arbitration Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at email@example.com. Other disputes arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association or JAMS in accordance with their Commercial Arbitration Rules. The arbitration hearing shall take place in Seattle, Washington, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. You may opt out of this arbitration provision by mailing written notification to the following address within 30 days of your acceptance of this Agreement: IntellaSphere, Inc., Attn: Legal Department, 3110 130th Place NE, Bellevue, WA 98005. Your notice must include your name, address, and a clear statement that you do not wish to resolve disputes with IntellaSphere through arbitration. The parties agree that (i) no arbitration proceeding hereunder whether a consumer dispute or a business dispute shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. THE PARTIES AGREE TO ARBITRATE A CONSUMER DISPUTE OR BUSINESS DISPUTE ON AN INDIVIDUAL BASIS AND EACH WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
Amendment; No Waiver We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Service (but, your fees and charges won’t change during the Subscription Term except as we explain in the “Subscription Fees” section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at https://app.intellasphere.com//ui/TermsAndConditions and we will let you know via email or in-app notification. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Updated” date above will be updated to reflect the date of the most recent version. If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Force Majeure Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
Compliance with Laws We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Service, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service to prohibited countries or individuals or permit use of the Service by prohibited countries or individuals.
Severability If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notices Notice will be sent to the contact address set forth herein and will be deemed delivered as of the date of actual receipt.
17131 NE 37th Place
Bellevue, WA 98008
Attn: Bruce Worrall
To you: your address as provided in the account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
Assignment You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
No Third-Party Beneficiaries Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Contract for Services This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.
Authority Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Applicable Law This Agreement will be governed solely by the internal laws of the State of Washington. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of King County, Washington.
Survival The following sections shall survive the expiration or termination of this Agreement: “Definitions”, “Subscription Fees”, “IntellaSphere’s Proprietary Rights”, “Customer’s Proprietary Rights”, “Confidentiality”, “Publicity”, “Indemnification”, “Disclaimers; Limitations of Liability”, “Miscellaneous”, “Applicable Law”, and any other provision needed to fulfill its essential purpose.
Precedence In the event of a conflict between the terms of this Agreement and an Order, the terms of the Order shall control, but only as to that Order.