Terms of Service
Terms of Service
INNtelligent CRM, LLC. Date of Last Revision: March 31, 2017
CLIENT MAY NOT USE THE SERVICE IF CLIENT IS A COMPETITOR TO INNTELLIGENT .
CLIENT MAY NOT USE THE SERVICE IF CLIENT IS UNDER THE AGE OF 18.
- Description of the Service. The “Service” includes (a) the Site, (b) INNtelligent CRM, data, reports, text, images, sounds, video, and content made available through Site and INNtelligent CRM Accounts, any new features added to or augmenting the Service, and all enhancements, modifications, and derivative works thereof.
- Access; Restrictions. Subject to client’s compliance with all the terms and conditions of this TOS, including any payment obligations, client may access and use the Service only for its intended purpose during the term of client’s subscription for the Service.
Client agrees not to access the Service by any means other than through the interface that is provided by INNtelligent for use in accessing the Service. Client may not share individual login credentials for the Service, and client will ensure that each user has separate login credentials. Client must provide true, accurate, and correct information at the time of registration, account creation, and thereafter. Client may not misrepresent client’s affiliation with a person or entity.
Client will not display, distribute, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sublicense, sell, resell, rent, lease, transfer, assign, time share, make available to any third party or otherwise commercially exploit the Service (other than internal business use for its intended purpose). Client will comply with this TOS, and any codes of conduct, policies or other notices INNtelligent provides client or publishes in connection with the Service.
Client will only access and use the Service for lawful and authorized purposes. Client will in no event access and use the Service in connection with competitive research or for scoping, benchmarking, developing, or providing any similar or competitive product or service. In addition, client may not exceed the scope of clients authorized use of the Service.
Client will not use the Service to (or assist another person to) email or otherwise upload any content that (i) infringes or misappropriates any intellectual property or other proprietary or privacy rights of any party; (ii) client does not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; (iv) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, hateful racially, ethnically or otherwise objectionable; or (v) in the sole judgment of INNtelligent, which may expose INNtelligent or its users to any harm or liability of any type.
Client may not interfere with or disrupt the Service, servers or networks connected to the Service or disobey any requirements, procedures, policies or regulations of networks connected to the Service.
Client will not harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
Client may not obtain, attempt to access or otherwise obtain any materials or information by any means not intentionally made available or provided through the Service.
- Payments. Except with respect to any “free trial” of the Service, client will be required to select a payment option and provide INNtelligent information regarding client’s credit card or other payment instruments accepted by INNtelligent. Client represents and warrants to INNtelligent that such information is, and will be maintained as, true, complete, accurate, up to date, and that client is authorized to use such payment instrument. Client agrees to pay and hereby authorizes INNtelligent to bill client’s payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until client terminates client’s account in accordance with this TOS. All charges are final, non-cancelable, and nonrefundable, provided that if INNtelligent terminates client’s account on the Service without cause, client will be entitled to a prorated refund of prepaid amounts. All fees may be changed by INNtelligent at any time and such increased fee amount will be made known to client and hereby applicable in the following billing cycle.
- Proprietary Rights. Subject to the limited rights expressly granted herein, INNtelligent reserves all rights, title, and interest in and to the Site and Service, including all related intellectual property rights. Client may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Service. No license or right to use any trademark or service mark of INNtelligent or any third party is granted to client in connection with the Service.
All comments, feedback, information, ideas, or materials that client submits through or in association with the Site or the Service shall be considered non-confidential. By submitting such comments, feedback, information, ideas, or materials to INNtelligent: (i) client represents and warrants that INNtelligent use of clients submission does not and will not breach any agreement, violate any law, or infringe upon any third party’s rights; (ii) client represents and warrants that client has all rights to enter into this TOS; (iii) client understands and agrees that INNtelligent is free to use in any manner all or part of the content of any such communications on an unrestricted basis without the obligation to notify, identify or compensate client or anyone else; and (iv) client grants INNtelligent all necessary rights, including a waiver of all privacy and moral rights, to use all comments, feedback, information, or materials, in whole or in part, or as a derivative work, without any duty by INNtelligent to anyone whatsoever. Client acknowledges that client is responsible for and bears all risk as to the use or distribution of any comments, feedback, information, ideas, or materials.
- Confidentiality. For purposes of this TOS, “Confidential Information” shall include the terms of this TOS, Clients Content, each party’s proprietary technology, business processes and technical product information, designs, issues, all communication between the parties regarding the Service and any information that is clearly identified in writing at the time of disclosure as confidential. Notwithstanding the foregoing, Confidential Information shall not include information which: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the receiving party; (4) the receiving party becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the receiving party; or (5) is aggregate data regarding use of the Service that does not contain any personally identifiable or customer-specific information.
Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except to the extent necessary to perform its obligations or exercise rights under this TOS or as directed by client; (c) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Either party may disclose Confidential Information on a need to know basis to its contractors and service providers who have executed confidentiality agreements requiring them to maintain information in strict confidence.
Account Security; Monitoring. Client is responsible for maintaining the confidentiality of client and user’s login, password, account and all activities that occur under client’s login or account. Client will notify INNtelligent if client learns of a security breach related to the Service, including the compromise or loss of any of client’s login credentials within 24 hours from time of notice
INNtelligent reserves the right to access client’s account in order to respond to client’s requests for technical support or to ensure proper functioning of the Service. INNtelligent has the right, but not the obligation, to monitor the Service, Content, or Clients Content. INNtelligent will do so if required by law or in the good faith belief that such action is to protect INNtelligent, the Service, or other clients of the Service.
INNtelligent will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Clients Content, as described in the documentation for the Service.
- Compliance. Client agrees to comply with all applicable rules and regulations, and local, state, national or international laws in connection with client’s access and use of the Service.
Client is responsible for ensuring that client’s use of the Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards requirements and will ensure that client does not store credit card and social security data in the Service. In addition, client specifically acknowledges and agrees that: (i) INNtelligent is not acting on client’s behalf as a business associate or subcontractor (as such terms are used, defined, or described in the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA”)); (ii) the Service is not HIPAA-compliant; and (iii) client may not use the Service in any manner that would require INNtelligent or the Service to be HIPAA-compliant.
Client acknowledges and agrees that the Service and the transmission of data may be subject to United States export controls. Client agrees to comply with all applicable export U.S. and foreign laws.
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet (including without limitation Third-Party Services). INNtelligent has no control over such sites and resources and INNtelligent is not responsible for and does not endorse such sites and resources. Client further acknowledges and agrees that INNtelligent will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings client has with third parties found while using the Service are between client and the third party, and client agrees that INNtelligent is not liable for any loss or claim that client may have against any such third party.
The Service may include certain services that are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent Client accesses the Service through a mobile device, client’s wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by client’s carrier, and not all Mobile Services may work with all carriers or devices.
Client represents and warrants that (i) client is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) client is not listed on any U.S. Government list of prohibited or restricted parties.
- Representations and Warranties; Disclaimer. Client represents and warrants to INNtelligent that (i) client has full power and authority to enter into this TOS; (ii) client owns all client’s content or have obtained all permissions, releases, rights or licenses required to engage in clients posting and other activities (and allow INNtelligent to perform its obligations and exercise its rights) in connection with the Services without obtaining any further releases or consents; (iii) client’s content and other activities in connection with the Service, and INNtelligent exercise of all rights and license granted by client herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does client’s content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (iv) client is eighteen (18) years of age or older, and (v) client has provided true, accurate, and correct information to INNtelligent in connection with clients account creation and use of the Service.
The service, including the site and INNtelligent content, and all server and network components are provided to client on an “as is” and “as available” basis without any warranties of any kind, INNtelligent does not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free, or will work with or not interrupt or damage clients third party service or clients content (including any content client may store on clients third party service).
Termination. Client to provide INNtelligent with at least thirty (30) days prior written notice of cancelation to contact@INNtelligentcrm.com. INNtelligent has the right to terminate client’s account at any time after the expiration of client’s initial subscription term (Monthly or Annual). INNtelligent reserves the right to modify, suspend, or discontinue the Service (or any part thereof) and remove and discard any of Clients Content in the Service, without liability and for any reason, including if INNtelligent believes that client has violated this TOS, or if client does not accept and agree to be bound by any modification to this TOS. INNtelligent will use good faith efforts to provide reasonable notice to client prior to suspension or termination of clients account by INNtelligent. All of client’s content on the Service may be permanently deleted by INNtelligent upon any termination of clients account in its sole discretion.
Limitation of Liability. under no circumstances and under no legal theory (whether in contract, tort, or otherwise) will INNtelligent be liable to client or any third party for (a) any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data or business interruption, or (b) for any damages, costs, losses or liabilities .
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to client. To the extent that the laws of such jurisdictions apply, INNtelligents liability will be limited to the greatest extent permitted by applicable law.
- Indemnification and Release. Client will defend, indemnify, and hold harmless INNtelligent from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from client’s breach of this TOS, any of Clients Content, or clients other access, contribution to, use or misuse of the Service. INNtelligent will provide notice to client of any such claim, suit or demand. INNtelligent reserves the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, client agrees to cooperate with any reasonable requests assisting INNtelligent’s defense of such matter. If client is a California resident, client waives California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If client is a resident of another jurisdiction, client waives any comparable statute or doctrine.
- Dispute Resolution By Binding Arbitration. Please read this section carefully as it affects client rights.
Most user concerns can be resolved quickly and to the user’s satisfaction by emailing contact@INNtelligentcrm.com. In the unlikely event that the INNtelligent support team is unable to resolve a complaint client may have (or if INNtelligent has not been able to resolve a dispute), such disputes will be resolved through binding arbitration, mediation, or small claims court instead of in courts of general jurisdiction.
INNtelligent and client agree to arbitrate all disputes and claims. It includes, but is not limited to: (i) Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; (ii) Claims that arose before this or any prior agreements (including, but not limited to, claims relating to advertising); (iii) Claims that are currently the subject of purported class action litigation in which client is not a member of a certified class; and (iv) Claims that may arise after the termination of this TOS.
Entire Agreement. The failure of INNtelligent to exercise or enforce any right or provision of this TOS will not be a waiver of that right. Client acknowledges that this TOS is a contract between client and INNtelligent, even though it is electronic and is not physically signed by client and INNtelligent, and it governs clients’ use of the Service and takes the place of any prior agreements between client and INNtelligent. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOS remain in full force and effect.
Marketing. INNtelligent reserves the right to use clients name and/or company name, logo, and trademarks to identify client as a INNtelligent user or customer, for other similar marketing or promotional purposes on INNtelligent website, and in other communications and collateral materials provided to with existing or potential INNtelligent customers, partners, and investors. To decline INNtelligent this right, client needs to notify at contact@INNtelligentcrm.com directly.
Modifications. INNtelligent may change this TOS from time to time. If modified, INNtelligent will indicate at the top of this page the date these terms were last revised, and if applicable, INNtelligent will post the material changes to this TOS on this page. We will also use commercially reasonable efforts to notify client, either through the Service user interface, in an email notification to the email provided by client in connection with the Service, or through other reasonable means. Any such changes will become effective upon the earlier of (a) clients use of the Site and/or Service with actual knowledge of the change, or (b) thirty (30) days after they are posted. Clients continued use of the Service after the date any such changes become effective constitutes client’s acceptance of the new TOS.