Software Technology Services Contract
Software as a Service Product: Retraffic
Thank you for selecting the Services offered by Intelekit Corporation and/or its subsidiaries and affiliates (referred to as "Intelekit", "we", "our", or "us"). Review these Terms of Service ("Agreement") thoroughly. This is a legal agreement between you and Intelekit. By accepting electronically (for example, clicking "I Agree"), installing, accessing or using the Services, you agree to these terms. If you do not agree to this Agreement, then you may not use the Services. This technology is provided with a full use thirty day (30) evaluation period. No refund will be allowed after purchase.
Intelekit Corporation, a Delaware Corporation, USA ("Intelekit") hereby grants to you a non-exclusive subscription (a "Subscription") to use Retraffic identified above (the "Services") and the accompanying printed material and User Manual (the "Documentation"), if any, on the terms set forth below.
A. GENERAL TERMS
This Agreement describes the terms governing your use of the Intelekit online services provided to you on this website, including content, updates and new releases, (collectively, the "Services"). It includes by reference:
- Intelekit's Privacy Statement provided to you in the Services available on the website or provided to you otherwise.
- Additional Terms and Conditions, which may include those from third parties.
- Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
2. YOUR RIGHTS TO USE THE SERVICES
- 2.1The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by Intelekit. Intelekit reserves all other rights in the Services. Until termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, Intelekit grants to you a personal, limited, nonexclusive, nontransferable right and license to use the Services.
- 2.2You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
- Provide access to or give any part of the Services to any third party.
- Reproduce, modify, copy, deconstruct, reverse engineer, sell, trade or resell the Services.
- Make the Services available on any file-sharing or application hosting service.
- 2.3Except as may otherwise be provided herein, each individual subscription holder may use the Services on any computer, provided you have a valid subscription. The Services may only be used in conjunction with a username and password on one computer. A subscription holder will not be permitted to log in to the Services on another computer when the Services are in use for that subscription holder.
For Services offered on a payment or subscription basis, the following terms apply if you are the User paying for the Services, unless Intelekit or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:
- 3.1Payments will be billed to you in U.S. dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
- 3.2You must pay with one of the following:
- A valid credit card acceptable to Intelekit;
- A valid debit card acceptable to Intelekit;
- Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
- By another payment option Intelekit provides to you in writing.
- 3.3If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.
- 3.4If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
- 3.5Intelekit will automatically renew your monthly, quarterly, or annual Services at the then-current rates, unless the Services are cancelled or terminated under this Agreement.
- 3.6Additional cancellation or renewal terms may be provided to you on the website for the Services.
4. YOUR PERSONAL INFORMATION
You can view Intelekit's Privacy Statement provided with the Services and on the website for the Services. You agree to the applicable Intelekit Privacy Statement, and any changes published by Intelelit. You agree that Intelekit may use and maintain your data according to the Intelekit Privacy Statement, as part of the Services. You give Intelekit permission to combine identifiable and non-identifiable information you enter or upload to the Services with that of other users of the Services and/or other Intelekit services. For example, this means that Intelekit may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions and provide ways for you to compare business practices with other users. Intelekit is a global company and may access or store personal information in multiple countries, including countries outside of your own country to the extent permitted by applicable law.
- 5.1You are responsible for your content. You are responsible for all materials, data, and personal information ("Content") uploaded, posted or stored through your use of the Services. You grant Intelekit a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Services. Archive your Content frequently. You are responsible for any lost or unrecoverable Content or date, and Intelekit shall be in no way responsible for any such loss. Intelekit is not responsible for the Content or data you submit through the Services. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
- Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
- Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
- Except as permitted by Intelekit in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
- Virus, trojan horse, worm or other disruptive or harmful software or data; and
- Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
- 5.2Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public ("Community Forum"). Intelekit does not support and is not responsible for the content in these Community. Any disparaging comments about Intelekit or Retraffic are prohibited.
- 5.3Intelekit may freely use feedback you provide. You agree that Intelekit may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Intelekit a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Intelekit in any way.
- 5.4Intelekit may monitor your Content. Intelekit may, but has no obligation to, monitor content on the Services. We may disclose any information necessary to satisfy our legal obligations, protect Intelekit or its customers, or operate the Services properly. Intelekit, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
- 6.1We may tell you about other Intelekit services. You may be offered other services, products, or promotions by Intelekit ("Intelekit Services"). Additional terms and conditions and fees may apply. With some Intelekit Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Intelekit permission to use information about your business and experience to help us to provide the Intelekit Services to you and to enhance the Services. You grant Intelekit permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Intelekit permission to share or publish summary results relating to research data and to distribute or license such data to third parties.
- 6.2Communications. Intelekit may be required by law to send you communications about the Services or third party products. You agree that Intelekit may send these communications to you via email or by posting them on our websites.
- 6.3You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact Intelekit if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.
7. DISCLAIMER OF WARRANTIES
- 7.1YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTELEKIT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY,"SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. INTELEKIT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
- 7.2INTELEKIT, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
- 7.3LIMITATION OF LIABILITY AND INDEMNITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF INTELEKIT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, INTELEKIT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET INTELEKIT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF INTELEKIT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF INTELEKIT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
You agree to indemnify and hold Intelekit and its affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Intelekit reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Intelekit in the defense of any Claims.
We reserve the right to change this Agreement at any time, and the changes will be effective when posted through the Services, on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services indicates your agreement to the changes.
Intelekit may immediately, in its sole discretion and without notice terminate this Agreement or suspend the Services if you fail to comply with this
Agreement or if you no longer agree to receive electronic communications. This agreement shall commence on the Effective Date and shall continue for the
Initial Subscription Term of one (1) year, and thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal
Period), unless: either party notifies the other party of termination, in writing, at least [60 days] before the end of the Initial Subscription Term or any
Renewal Period, in which case this agreement shall terminate upon the expiration of the applicable Initial Subscription, or one year after the commencement
of the term; or b) otherwise terminated in accordance with the provisions of this agreement; The Initial Subscription Term together with any subsequent
Renewal Periods shall constitute the Subscription Term.
Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Intelekit's rights to any payments due to it. Intelekit may terminate a free account at any time. Sections 2 through 15 will survive and remain in effect even if the Agreement is terminated.
10. EXPORT RESTRICTIONS
This agreement shall, unless otherwise terminated after the Thirty day evaluation period, or as In the case of a breach of the terms herein by Customer, shall commence on the Effective Date and shall continue for the Initial Subscription Term of one (1) year, and thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless: either party notifies the other party of termination, in writing, at least [60 days] before the end of the Initial Subscription Term or any Renewal Period, in which case this agreement shall terminate upon the expiration of the applicable Initial Subscription, or one year after the commencement of the term; or b) otherwise terminated in accordance with the provisions of this agreement; The Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.
11. GOVERNING LAW
Iowa state law governs this Agreement without regard to its conflicts of law's provisions.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICES OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND INTELEKIT ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
This Agreement, including the Additional Terms below, is the entire agreement between you and Intelekit and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Intelekit. However, Intelekit may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by Intelekit or (c) a successor by merger. Any assignment by you in violation of this Section shall be void.
14. CONFIDENTIALITY AND NON-DISPARAGEMENT
During the Term and thereafter, Intelekit and Customer may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement. Each party agrees to take no action, written, oral or otherwise which is intended, or would reasonably be expected, to harm or disparage Intelekit or its reputation or which would reasonable be expected to lead to unwanted or unfavorable publicity to Intelekit or Retraffic. Intelekit shall be entitled to an injunction to prevent or remove any such disparaging actions, in addition to any other damages and fees at the cost of the offending party.
15. FORCE MAJEURE
Neither party will be liable to the other party for its inability or failure to perform, or delay in performing, any obligations under this Agreement caused by a Force Majeure Event. The party affected by the Force Majeure Event will notify the other party once its performance of its obligations under this Agreement is no longer prevented due to the Force Majeure Event.