Terms & Conditions of UseEffective Date: 1/1/2008
Your Acceptance
This Agreement ("Agreement") is by and between Intellicue™, Inc. ("Intellicue") and You, Your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronic execution. This Website (collectively, including all Content available through the www.intellicue.com domain name, the “Website”) is provided by Intellicue. By using the Website or its services, or downloading materials from the Website, You signify Your assent to both this Agreement and Intellicue’s Privacy Policy, which is incorporated herein by reference, as well as any new, different or additional terms, conditions or policies which Intellicue may establish from time to time, and any agreements that Intellicue is currently bound by or will be bound in the future. If You do not agree to these terms, then you should not use the Website.
Term of Agreement; Modifications
The term of this Agreement shall continue in full force and effect as long as You access the Website. In the event You terminate Your usage, Intellicue will not refund any amounts You have paid. Intellicue reserves the right, in its discretion, to change, modify, alter, add, amend, or remove portions of these terms at any time. You may view the latest version of this Agreement online. Continued use of the Website or its services, after any change signifies Your acceptance of changes.
Use of Website
A. Intellicue hereby grants You permission to use the Website as set forth in this Agreement, provided that:
(i) You will use the Subscriber Services only for lawful purposes;
(ii) You shall comply with all applicable laws and regulations when using the Website or its services, including without limitation, compliance with applicable international export and privacy laws, privacy policies and other laws regarding the transfer and/or transmission of data;
(iii) You will not copy or distribute any part of the Website in any medium without Intellicue's prior written authorization;
(iv) You will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and
(v) You will otherwise comply with the terms and conditions of this Agreement.
B. In order to access some features of the Website, You will have to create an account. You may never use another's account without permission. When creating Your account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify Intellicue immediately of any breach of security or unauthorized use of Your account. Although Intellicue will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of Intellicue or others due to such unauthorized use.
C. Intellicue does not consider the Website or any of the services to be appropriate for individuals under 14 years of age. By using the Website You confirm that You are 14 years of age or older. You agree to not allow children under 14 years old to access the Website and that if You do allow children under 14 years old to access the Website with Your computer/web device and or internet connection, that You will assume full liability for any consequences and that NEITHER INTELLICUE, OR ANY THIRD PARTY CONTENT PROVIDER OR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE BY USERS UNDER 14 YEARS OF AGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
D. In addition, You agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your agent, and transactions entered into by anyone who uses the account You've established with Intellicue, whether or not the transactions were in Your behalf.
Fees and Payment
A. As consideration for the Website services purchased by You and provided to You by Intellicue, You agree to pay Intellicue at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your services are terminated, or transferred prior to the end of the term of this Agreement. All services expire, without refund, one year from the date of purchase, unless otherwise stated. Intellicue expressly reserves the right to modify pricing through e-mail notification and/or notice on its Website.
B. If for any reason Intellicue is unable to charge You the full amount owed for services provided, or if Intellicue is charged a penalty for any fee it charged to Your credit card, You agree that Intellicue may pursue all available remedies in order to obtain payment. You agree that among the remedies Intellicue may pursue in order to effect payment, shall include immediate termination of Your account. Intellicue reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular services, including additional costs that it may incur in providing services and pass along to You. These include, but are not limited to, customer service issues and fees incurred by third parties You have elected to use as payment methods, and disputes that require legal services. These charges will be billed to Your Intellicue account.
C. You agree that You are solely liable for arranging that Your services are renewed, and that Intellicue shall not be liable to You or any third party if it is unable to charge Your credit card in order to renew Your services.
D. In order to establish an account with Intellicue, You authorize us to inquire into Your creditworthiness by checking with credit reporting agencies. If You are delinquent in any payment to Intellicue, You also authorize Intellicue to report any late payment or nonpayment to credit reporting agencies.
Information You Provide
Any personally identifiable information provided by You to Intellicue via this Site is subject to the Intellicue Privacy Policy available at http://www.intellicue.com/privacy_policy.aspx.
Intellectual Property Rights
The content on the Intellicue Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Intellicue, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to You “AS IS” for Your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Intellicue reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein. If You download or print a copy of the Content for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Intellicue Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Intellicue Website or the Content therein.
User Submissions
A. The Intellicue Website will collect and retransmit notes, messages and other communications submitted by You and other users ("User Submissions"). You understand that User Submissions will be retransmitted and Intellicue does not guarantee any confidentiality with respect to any User Submissions.
B. You shall be solely responsible for Your own User Submissions and the consequences of providing them. In connection with User Submissions, You affirm, represent, and/or warrant that You own or have the necessary licenses, rights, consents, and permissions to use and authorize Intellicue to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and this Agreement. For clarity, You retain all of Your ownership rights in your User Submissions. However, by submitting the User Submissions to Intellicue, You hereby grant Intellicue a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, transmit, retransmit, prepare derivative works of, display, and perform the User Submissions, in any medium, in connection with the Intellicue Website and associated services.
C. In connection with User Submissions, You further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, unless You are the owner of such rights or have permission from their rightful owner to publish the material and to grant Intellicue all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Intellicue or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, is morally objectionable, or is otherwise inappropriate; (iv) post spam; (v) impersonate another person; (vi) submit any content containing any program, routine or device which is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, including without limitation, any ‘time bomb’, virus, drop dead device, malicious logic, worm, Trojan horse or trap or back door (collectively, “Harmful Code”). Intellicue does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Intellicue expressly disclaims any and all liability in connection with User Submissions. Intellicue does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Intellicue will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Intellicue reserves the right to remove Content and User Submissions without prior notice. Intellicue will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice. Intellicue also reserves the right to decide whether a User Submission is appropriate and complies with this Agreement for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, excessive length. Intellicue may remove such User Submissions and/or terminate a User's access for providing such material in violation of this Agreement at any time, without prior notice and at its sole discretion. Intellicue may review every account for excessive space and bandwidth utilization and may terminate or apply additional fees to those accounts that exceed allowed levels. You agree that You will NOT be entitled to a refund of any fees paid to Intellicue if, for any reason, Intellicue takes corrective action with respect to Your improper or illegal use of the Website.
D. You agree Intellicue may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk communication. In addition, if actual damages cannot be reasonably calculated then You agree to pay Intellicue liquidated damages of $1 for each piece of spam or unsolicited communication transmitted from or otherwise connected with Your account, otherwise You agree to pay Intellicue’s actual damages. You acknowledge that You have read and agree to be bound by Intellicue’s anti-spam policy here.
E. You acknowledge that the portion of the Intellicue Voice Center through which content will pass and the servers on which content will be stored will not be segregated or in a separate physical location from servers on which Intellicue’s other customers’ content is or will be transmitted or stored.
Promotion
You hereby grant Intellicue the right to promote products, services and/or special events to any e-mail address, telephone or cellular telephone number or home or business address You provide to Intellicue.
Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE INTELLICUE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, INTELLICUE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. INTELLICUE’S SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND INTELLICUE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THIS WEBSITE'S CONTENT. INTELLICUE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN. INTELLICUE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE INTELLICUE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND INTELLICUE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE AND ITS SERVICES ARE NOT DESIGNED, INTENDED, AUTHORIZED OR WARRANTED TO BE SUITABLE FOR HOSTING LIFE-SUPPORT APPLICATIONS OR OTHER CRITICAL APPLICATIONS WHERE THE FAILURE OR POTENTIAL FAILURE OF THE WEBSITE OR ITS SERVICES CAN CAUSE INJURY, HARM, DEATH, OR OTHER GRAVE PROBLEMS, INCLUDING, WITHOUT LIMITATION, LOSS OF AIRCRAFT CONTROL, HOSPITAL LIFE-SUPPORT SYSTEMS, AND DELAYS IN GETTING MEDICAL CARE OR OTHER EMERGENCY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT USE OF THE WEBSITE AND ITS SERVICES TO SUPPORT SUCH APPLICATIONS IS FULLY AT YOUR OWN RISK AND THAT YOU ASSUME ALL RISK ARISING OUT OF SUCH USE.
Limitation of Liability
IN NO EVENT SHALL INTELLICUE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, ITS PROGRAMMING OR DATA SUPPLIERS OR PARTNERS, SERVICE PROVIDERS, MARKETING/DISTRIBUTION, OR SOFTWARE SUPPLIERS OR PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST PROFITS WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE INTELLICUE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT INTELLICUE SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Website is controlled and offered by Intellicue from its facilities in the United States of America. Intellicue makes no representations that the Intellicue Website is appropriate or available for use in other locations. Those who access or use the Intellicue Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Indemnity
You agree to defend, indemnify and hold harmless Intellicue, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Intellicue Website; (ii) Your violation of any term of this Agreement; (iii) Your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of Your User Submissions caused damage to a third party. This defense and indemnification obligation will survive this Agreement and Your use of the Intellicue Website.
Ability to Accept Terms of Service
You affirm that You are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Intellicue without restriction.
General
You agree that: (i) the Intellicue Website shall be deemed solely based in Pennsylvania; and (ii) the Intellicue Website shall be deemed a passive website that does not give rise to personal jurisdiction over Intellicue, either specific or general, in jurisdictions other than Pennsylvania. These Terms of Service shall be governed by the internal substantive laws of the Commonwealth of Pennsylvania, without respect to its conflict of laws principles. Any claim or dispute between You and Intellicue that arises in whole or in part from the Intellicue Website shall be decided exclusively by a court of competent jurisdiction located in Montgomery County, Pennsylvania, or if applicable federal jurisdiction exists, in the Federal Court for the Eastern District of Pennsylvania. This Agreement, together with the Privacy Policy and any other legal notices published by Intellicue on the Website, shall constitute the entire agreement between You and Intellicue concerning the Intellicue Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Intellicue's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AND INTELLICUE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE INTELLICUE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.