Master Agreement
ON BEHALF OF CLIENT, BY YOUR ACCESS OR USE OF PRODUCTS AND SERVICES (TOGETHER, “SERVICES”) INTELLOR PROVIDES, YOU AFFIRM YOU HAVE READ THE TERMS SET FORTH BELOW AND CONFIRM YOUR AGREEMENT WITH THE TERMS. YOU ALSO AFFIRM THAT YOU HAVE THE LEGAL AUTHORITY TO BIND CLIENT TO COMPLIANCE WITH THE TERMS HEREUNDER, INCLUDING ALL OBLIGATIONS HEREUNDER. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND AND CONTRACT FOR CLIENT, DO NOT ACCESS OR USE THESE SERVICES.
IF CLIENT DOES NOT AGREE TO THESE TERMS:
DO NOT ACCESS OR USE THE SERVICES OR DOWNLOAD OR COPY PRODUCTS OF INTELLOR.
1. Introduction.
This Master Agreement and the additional documents referenced (collectively, the “Agreement”) shall apply to all products and services (together, “Services”) Intellor provides the Client pursuant to this Agreement and shall continue in effect so long as Services are provided under this Agreement:
(i) Pricing Schedules. A “Pricing Schedule” means a pricing schedule (including related attachments) or other documents that is executed by the parties, now or at a later time, and references this Master Agreement. A Pricing Schedule identifies the Services, the pricing (including discounts and commitments, if applicable) and the pricing schedule term (“Pricing Schedule Term”)
(ii) Acceptable Use Policy. Intellor’s Acceptable Use Policy (“AUP”) applies to services provided over and accessing the internet. The AUP can be found at https://www.intellor.com/aup or other locations that Intellor may otherwise designate.
(iii) Any Service specific Terms of Use are included in this Agreement and will be noted and accessible at a publicly available link.
(iv) Priority of Documents. In the event of inconsistency among terms, the order of precedence of the documents which form the Agreement is: the Pricing Schedule (or Order), this Master Agreement, the AUP and any other additional documents referenced.
2. Definitions.
The parties to this Agreement are Intellor Group Inc. of 9298 Gaither Road, Gaithersburg, Maryland 20877 and “Client”, as specifically identified in a Pricing Schedule, and means this party specifically identified in a Pricing Schedule, and includes, the persons, entity or agents and authorized representatives accepting this Agreement and/or utilizing the Services.
(i) “Site” is defined as the Web Sites intellor.com and or any Web Sites hosted by Intellor, associated components, and web services used by Intellor to deliver the Services, as defined in a Pricing Schedule.
(ii) “Services” means, as set forth above, all products and services Intellor provides the Client pursuant to this Agreement, and includes all consulting to Client in support of the implementation or ongoing support of use of the Site and Services as defined in a Pricing Schedule.
(iii) “Subscription” means a license to access Bspoke Conferencing, the Site and Services as defined in a Pricing Schedule.
(iv) “Event” means all live or on-demand programs, content, meetings, presentations or similar activities defined, scheduled, organized, hosted and conducted by Intellor in support of the Client.
(v) “Registrant” means anyone registering for a Client or Client representative Event.
(vi) “Content” means all text, pictures, sound, graphics, video, links, registration, attendance, viewing history, survey, and other data used or created during the delivery of an Event.
(vii) “Usage” means all per Event resources included but not limited to web conferencing connections, teleconferencing connections, transmittal for email, on-demand views and staffing resources.
3. Services.
Intellor shall use reasonable efforts to provide the Services identified in, and pursuant to a Pricing Schedule to Client during the term of the Pricing Schedule. The parties may mutually agree that Intellor shall provide additional or other services which, if any, shall be indicated as appropriate amendments to and existing or additional to a Pricing Schedule.
Intellor shall use reasonable efforts to provide the Services identified in, and pursuant to a Pricing Schedule to Client during the term of the Pricing Schedule. The parties may mutually agree that Intellor shall provide additional or other services which, if any, shall be indicated as appropriate amendments to and existing or additional to a Pricing Schedule.
4. Pricing and Billing.
Client shall pay Intellor for Client’s use of the Services at the rates and charges specified in the Pricing Schedules, without deduction, setoff or delay for any reason. Charges set forth in the Pricing Schedules are exclusive of any applicable taxes. Intellor may require Client to tender a deposit if Intellor determines in its reasonable judgment that Client is not suitably creditworthy.
A. Payments. Payment is due within thirty (30) days after the date of the invoice and must refer to the invoice number. Charges will be quoted and invoices shall be paid in the currency specified in invoice, Restrictive endorsements or other statements on checks accepted by Intellor will not apply. Client shall reimburse Intellor for all costs associated with collecting delinquent or dishonored payments. Where payments are overdue, Intellor may assess interest charges at the lower of 1.5% per month (18% per annum) or the maximum rate allowed by law;
B. Disputed Charges. Client must provide written notice to Intellor specifically identifying all disputed charges and the reason for nonpayment within six (6) months after the date of the affected invoice or else Client waives the dispute. Payment of such disputed charges will not be considered overdue pending investigation by Intellor. Payment of any disputed charges that are determined by Intellor to be correct as a result of such investigation must be made within fifteen (15) days of Intellor’s notice to Client;
C. Account Suspension. Intellor may suspend Client access to the Site and Services if Client fails to make payment of any fees due and such failure is not cured within ten (10) business days from receipt of written notice from Intellor of such failure, unless there is a good faith dispute made by Client regarding such fees;
D. Account Re-activation. Client may re-activate a suspended account by making payment in full of any outstanding balance, unless otherwise agreed in writing;
E. Account Updates. It is the responsibility of the Client to maintain accurate billing information with Intellor;
F. Taxes. Client is solely liable for any taxes or fees payable for products or services sold by Intellor; Intellor is solely liable for any taxes or fees associated with its income;
G. Fee Increases. Fees will not be increased during the first twelve months of Service unless otherwise agreed in writing. Thereafter, Intellor must give sixty days advanced written notice prior to changing the fee structure or amounts;
5. Client Obligations.
Client agrees that it will not use the Site or Services to engage in activities that are illegal, obscene, threatening, defamatory, invade privacy, infringe intellectual property rights, or is otherwise considered SPAM, objectionable or unlawful. Client agrees to identify itself and not use a false name, e-mail address, or otherwise with the intent to mislead someone as to Client’s identity. Client grants the authority and license to Intellor, its suppliers and contractors, who may perform some of the Services on behalf of Intellor and who are under confidentiality agreements with Intellor obligating them to protect Client’s Content and Confidential Information in the same manner required of Intellor hereunder (“Contractors”), and for which Intellor will be responsible for any breaches of such agreements, to accept, host, deliver Content that Client inserts, uploads or otherwise makes available through the Services. Although Intellor is not responsible for any such Content, Intellor, within its sole and reasonable discretion, may delete, stop, or ban or otherwise terminate access at any time without notice to the Site or Services if Intellor receives documented and legitimate complaints. As a part of this Agreement as stated previously, Client further agrees to abide by Intellor’s AUP and all applicable statutory and common law privacy requirements.
Client agrees that it will not use the Site or Services to engage in activities that are illegal, obscene, threatening, defamatory, invade privacy, infringe intellectual property rights, or is otherwise considered SPAM, objectionable or unlawful. Client agrees to identify itself and not use a false name, e-mail address, or otherwise with the intent to mislead someone as to Client’s identity. Client grants the authority and license to Intellor, its suppliers and contractors, who may perform some of the Services on behalf of Intellor and who are under confidentiality agreements with Intellor obligating them to protect Client’s Content and Confidential Information in the same manner required of Intellor hereunder (“Contractors”), and for which Intellor will be responsible for any breaches of such agreements, to accept, host, deliver Content that Client inserts, uploads or otherwise makes available through the Services. Although Intellor is not responsible for any such Content, Intellor, within its sole and reasonable discretion, may delete, stop, or ban or otherwise terminate access at any time without notice to the Site or Services if Intellor receives documented and legitimate complaints. As a part of this Agreement as stated previously, Client further agrees to abide by Intellor’s AUP and all applicable statutory and common law privacy requirements.
6. Licenses.
A. Services and Site. Intellor, subject to the terms of this Agreement, grants to Client, and Client accepts from Intellor, a limited, non-exclusive, non-transferable, revocable license to access, display, and use the Site (only through the Site) and access and use Intellor Services in and through the Site to conduct Client business as defined in a Pricing Schedule. Client’s use of the Site and Services does not represent or in any way grant a license to Intellor’s supplier technologies.
B. Intellor Trademarks. Intellor, subject to the terms of this Agreement, grants to Client, and Client accepts from Intellor, a limited, non-exclusive, non-transferable, revocable license to access, use and display Intellor logos, trade names, trademarks, service marks, and images (“Intellor Marks”), pursuant to guidelines for the Intellor Marks provided to Client by Intellor, in marketing and promotional materials for the Site.
C. Restrictions. Unless otherwise indicated on the applicable Pricing Schedule, the license granted herein is granted solely to Client, and not, by implication or otherwise, to any parent, subsidiary or affiliate of Client. If the Pricing Schedule grants rights to any parent, subsidiary or affiliate of Client, Client shall remain responsible for compliance by such party with the terms of this Agreement. The license granted herein does not authorize Client (nor may Client allow any third party) to: (i) copy, distribute, reproduce, use or allow third party access to Site or Services except as expressly authorized under this Agreement; (ii) use the Site or Services for timesharing or service bureau purposes or otherwise for the benefit of a third party for a fee; (iii) remove any proprietary notices or labels; (iv) authorize third parties to sell, offer to sell or otherwise provide for a fee access to Client use of the Site or Services, unless expressly approved in writing by Intellor or otherwise provided through this Agreement; (v) disclose the results of any benchmarking of the Site or Services, or use such results for its own competing solution development activities, without the prior written consent of Intellor; or (vi) attempt to circumvent any Cumulative Registration limits or other license, timing or use restrictions that are built into the Site or Services. Client is hereby notified that the Site or Services may contain time-out devices, counter devices, and/or other devices intended to ensure the limits of a particular license will not be exceeded.
D. Client Marks & Content. During the term of this Agreement, Client grants to Intellor and its suppliers and contractors, and Intellor and its suppliers and contractors accept from Client, a non-exclusive, limited, non-transferable, and worldwide, royalty-free license to: (i) copy, display, use, and transmit through the Internet the Client Content and including, Client’s logo, trade name, trademarks, service marks, and images (“Client Marks”) for the purposes of delivering the Services as specified in the Pricing Schedule, (ii) with prior written approval of Client, include Client Marks in marketing and promotional materials.
E. Third Party Software Licenses. The Services may incorporate, or access software not written or developed by Intellor but instead provided by third parties (“Third Party Software”). The license terms associated with any Third Party Software requires that Intellor provide notice of and receive Client’s acknowledgement of, and hereby does receive that acknowledgement of, those third parties and the license terms. Intellor shall have no liability or responsibility for the operation or performance of the Third Party Software and shall not be liable for any damages, costs, or expenses, direct or indirect, arising out of the performance or failure to perform of the Third Party Software. Client agrees that use of the Services is subject to the terms of Third Party Software Notices and/or Additional Terms and Conditions which can be reached through the “About” option in the Software or at https://www.intellor.com/license_thirdparty. Client acknowledges and agree to comply with these terms, including any posted changes to these terms.
7. Ownership and Proprietary Rights.
A. Intellor Ownership. Client agrees that, exclusive of the licenses granted in Section 6 above and the Client Content and Client Marks, all right, title, and interest, including copyrighted, proprietary, and confidential property and other proprietary or intellectual property rights, patent rights, trademark rights, trade secrets rights in the Site or Services are owned by and belong to Intellor or its suppliers, and not Client, and are reservice by Intellor and its suppliers, and this Agreement shall not transfer ownership of any of these rights. Client agrees that the Site, Intellor Marks, supplier marks, and all related legally protectable elements, contributions, and collective and derivative works thereof shall be the exclusive property of Intellor or its suppliers and in no event can this Agreement be construed as conferring a license to or rights in any Intellor or supplier patent rights, copyrights, trademark rights, trade secret rights, or other intellectual or proprietary rights, unless otherwise expressly provided herein or necessary for the use of the Services.
B. Client Ownership. Intellor agrees that, exclusive of the licenses granted in Section 6 above, all right, title, and interest, including copyrighted, proprietary, and confidential property and other proprietary or intellectual property rights, patent rights, trademark rights, trade secrets rights in the Client Content, Client Confidential Information, Client Marks and derivatives thereof shall remain vested in Client, and this Agreement shall not transfer ownership of these rights. Intellor agrees that the Client Content, Client Confidential Information, and Client Marks. Intellor shall take reasonable steps to minimize interference with Client’s use of the Content and will retain Content in confidence pursuant to Section 11.
8. Intellor’s Warranties and Disclaimers.
A. Warranties. Subject to the terms of this Agreement, Intellor makes the following warranties to Client: (i) Authority. Intellor warrants that it has the authority to enter into and perform its obligations under this Agreement; (ii) Availability of the Site. Intellor warrants that the Site shall be publicly available to users 365 days per year, 24 hours per day, less reasonable interruptions and downtime consistent with standard industry practice; (iii) Bandwidth. Intellor warrants that the server supporting the Site and the telecommunications bandwidth for the connection between it and the Internet shall be sufficient not to cause unreasonable delays in related user access, viewing, or Content retrieval; (iv) Security. Intellor warrants that it shall exercise commercially reasonable efforts to prevent unauthorized access to the Site’s restricted areas, Content, and other restricted data; (v) Services. Intellor warrants that it shall perform Services in a professional and workmanlike manner.
B. No Additional Warranties. EXCEPT AS EXPRESSLY STATED IN SECTION 8.A. ABOVE, THE SITE AND SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, CORRECTNESS, PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH CLIENT’S USE OF THE SITE AND SERVICES OR AGAINST RELATED INFRINGEMENT. USE OF THE SITE AND SERVICES IS AT CLIENT’S SOLE RISK. INTELLOR AND ITS SUPPLIERS DO NOT WARRANT THAT THE SITE AND SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE, NOR DOES INTELLOR OR ITS SUPPLIERS MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE AND SERVICES.
C. Liability Limitation. EXCEPT FOR (A) CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, (B) FOR INTELLOR’S AND CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 BELOW, (C) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 11 BELOW, OR (D) CLIENT’S BREACH OF THE LICENSE LIMITATIONS UNDER SECTION 6 ABOVE, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE, THE FEES PAID TO INTELLOR HEREUNDER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
D. Exclusion of Consequential and Related Damages. EXCEPT FOR A BREACH OF SECTION 11, CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY (A) FOR ANY PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST EXECTATION, LOST OPPORTUNITY, LOST GOOD WILL, OR LOSS OR CORRUPTION OF DATA, OR (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, OR (C) FOR BUSINESS INTERRUPTION OR INTERRUPTION OF USE, OR (D) ANY UNAUTHORIZED ACCESS TO, DEGRADATION OF, OR ALTERATION OF THE CONTENTS OF TRANSMISSIONS OF YOU OR ANY THIRD PARTY, OR (E) ANY CONDUCT OR COMMUNICATIONS OF ANY THIRD PARTY BY USE OF THE SERVICES EVEN IF THE OTHER PARTY HAS BEEN GIVEN NOTICE OF OR BEEN ADVISED OF THE POTENTIAL FOR ANY OF THE AFOREMENTIONED DAMAGES. NOTHING IN THIS AGREEMENT SHALL LIMIT A PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY A PARTY’S NEGLIGENCE.
E. Force Majeure. INTELLOR AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO CLIENT FOR ANY DELAY OR OTHER FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT RESULTING, DIRECTLY OR INDIRECTLY, FROM ANY CAUSE BEYOND ITS REASONABLE CONTROL.
9. Client’s Warranties.
Client warrants that (i) it has the authority to enter into and perform its obligations under this Agreement; (ii) it shall perform its obligations under this Agreement in a professional and workmanlike manner and in no event in less than a commercially reasonable manner; and (iii) the Client Content and Client Marks do not contain any content, materials, marks, or logos that violate any applicable law or regulation, or infringe any proprietary, intellectual property, contract, or tort right of any person; (iv) Client owns the Client Marks and all related intellectual property rights, or has the right to copy, use, and display such content on the Site.
Client warrants that (i) it has the authority to enter into and perform its obligations under this Agreement; (ii) it shall perform its obligations under this Agreement in a professional and workmanlike manner and in no event in less than a commercially reasonable manner; and (iii) the Client Content and Client Marks do not contain any content, materials, marks, or logos that violate any applicable law or regulation, or infringe any proprietary, intellectual property, contract, or tort right of any person; (iv) Client owns the Client Marks and all related intellectual property rights, or has the right to copy, use, and display such content on the Site.
10. Indemnification.
A. Client Indemnity. Intellor will indemnify, defend and hold harmless Client, its directors, and officers from and against any and all claims, liabilities, damages and/or costs brought against Client to the extent that it is based upon a claim that the Site or any Service deliverable, as provided by Intellor to Client under this Agreement and used within the scope of this Agreement, infringes any third party intellectual property rights, provided that Client: (a) promptly notifies Intellor in writing of the claim; (b) grants ¬Intellor sole control of the defense and settlement of the claim; and (c) provides Intellor with all assistance, information and authority required for the defense and settlement of the claim. Client may engage counsel of its choice at its own expense. THE FOREGOING PROVISIONS OF THIS SECTION 10 SET FORTH INTELLOR’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CLIENT’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
B. Intellor Indemnity. Client will indemnify, defend and hold harmless Intellor, its directors, officers, and employees from and against any and all claims, liabilities, damages, and/or costs (including, but not limited to, fees, costs and other expenses of attorneys and expert witnesses) arising out of or related to Client’s use of the Site or Services (including without limitation, any person accessing the Site or Services using Client access IDs and password) or your actual or alleged violation of this Agreement or applicable law, or your actual or alleged infringement or violation of any intellectual property or privacy or other right of any person or entity, provided that Intellor: (a) promptly notifies Client in writing of the claim; and (b) provides Client with all assistance, information and authority required for the defense and settlement of the claim. thereof, provided that Client: (a) promptly notifies Intellor in writing of the claim; and (b) provides Intellor with all assistance, information and authority required for the defense and settlement of the claim. Intellor may engage counsel of its choice at its own expense and, may choose to grant Client in writing with sole control of the defense and settlement of the claim.
C. Exclusions. Notwithstanding the terms of Section 10.A., Intellor will have no liability for any infringement claim of any kind to the extent it results from: (a) modification of the Services made other than by Intellor or authorized by Intellor; (b) the combination, operation or use of any Services supplied hereunder with equipment. devices or Services not supplied by Intellor to the extent such a claim would have been avoided if the Services were not used in such combination; or (c) compliance by Intellor with designs, plans or specifications furnished by or on behalf of Client, where it was not possible for lntellor to implement such designs, plans or specifications in a compliant manner without infringing such third party intellectual property rights. Client shall defend and hold Intellor harmless against any expense, judgment or loss for alleged infringement of any patents or copyrights or misappropriation of trade secrets which result from Intellor’s compliance with designs, specifications or instructions furnished by or on behalf of Client.
11. Confidentiality.
A. Definition. “Confidential Information” means: (a) the non-public components of the Site and Services; (b) the terms and conditions of this Agreement; and (c) any business or technical information of Intellor and Client, including but not limited to any information relating to Intellor’s or Client’s product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is marked or otherwise identified as confidential or proprietary, or that the receiving party knows or should know is confidential or proprietary.
B. Exclusions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault or breach of this Agreement by the receiving party; (b) is properly known to the receiving party at the time of disclosure without an obligation of confidentiality to the disclosing party; (c) is independently developed by employees or consultants of the receiving party without use of the disclosing party’s Confidential Information; (d) the receiving party rightfully obtains from a third party without restriction on use or disclosure; or (e) is disclosed with the prior written approval of the disclosing party.
C. Use and Disclosure Restrictions. During the term of this Agreement, and for a period of five (5) years after any termination of this Agreement, each party will not use the other party’s Confidential Information except as permitted herein, and will not disclose such Confidential Information to any third party except to employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants). However, each party may disclose Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement; (b) on a confidential basis to legal or financial advisors; or (c) pursuant to a registration report or exhibits thereto filed or to be filed with the Securities and Exchange Commission, listing agency or any state securities commission, or any other associated filings. Either party may provide a copy of this Agreement or disclose its details in connection with any financing transaction or due diligence inquiry, but only if the recipient agrees to keep this Agreement confidential.
D. Client is entirely responsible for activities conducted by it and any Registrant(s), including preservation and protection of the confidentiality of Client’s and Registrants’ User IDs, passwords, account information, and any personally identifiable information.
12. Termination.
A. Default. If Client should fail to pay any undisputed fee or Charge under Section 4 above within ten (10) business days from receipt of written notice from Intellor of such failure, unless there is a good faith dispute made by Client, or otherwise materially breach this Agreement, it shall be in default. In the event of such default, Intellor, at its sole discretion, may declare this Agreement immediately terminated. Client shall promptly pay Intellor in full for all fees and Charges owed under this Agreement including, but not limited to, any accrued late fees. Intellor may immediately cease its provision of the Site and Services and related license rights under this Agreement without any resulting liability to Client or any other party. If Intellor should have to retain an attorney to collect any unpaid balance, then Client shall pay Intellor’s reasonable attorneys’ fees and related collection costs. Under no circumstances shall Intellor’s decision not to hold Client in default regarding a particular nonpayment or other material breach constitute a waiver of its right to subsequently enforce such obligation or any other claim against Client.
B. Client’s Obligations Following Termination. On termination of this Agreement, Client shall immediately cease all marketing, distribution, and access to the Site or Services and use of the Intellor Marks. It also shall destroy or deliver to Intellor, at Intellor’s option, any copies of machine-readable material containing the Intellor Marks.
C. No Residual Rights. On termination of this Agreement, Client shall have no residual rights with respect to the Site, Services or the Intellor Marks, including rights with respect to the distribution, promotion, and marketing thereof, or the Intellor Confidential Information. On termination of this Agreement, Intellor shall have no residual rights with respect to the Content, Client Marks or Client Confidential Information.
13. Choice of Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving any force or effect to the provisions of any conflict of law rule thereof.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland without giving any force or effect to the provisions of any conflict of law rule thereof.
14. Dispute Resolution.
If the parties are unable to resolve any dispute arising under this Agreement or their underlying business relationship, including, but not limited to, Intellor’s provision of the Services or related license rights, termination, non-payment, or any related contract, tort, or statutory claim, then such dispute shall be submitted to a federal or state court of competent jurisdiction sitting in Maryland. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving us and our employees, officers, directors, agents, or suppliers and waive any claim that any legal proceeding (including, without limitation, any tort claim) brought in accordance with this clause has been brought in an inconvenient forum or that the venue of that proceeding is improper. Client further agrees that the Services shall be deemed a passive interactive service based solely in Maryland and shall not give rise to personal jurisdiction over Intellor, either specific or general, in jurisdictions other than Maryland. Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
If the parties are unable to resolve any dispute arising under this Agreement or their underlying business relationship, including, but not limited to, Intellor’s provision of the Services or related license rights, termination, non-payment, or any related contract, tort, or statutory claim, then such dispute shall be submitted to a federal or state court of competent jurisdiction sitting in Maryland. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving us and our employees, officers, directors, agents, or suppliers and waive any claim that any legal proceeding (including, without limitation, any tort claim) brought in accordance with this clause has been brought in an inconvenient forum or that the venue of that proceeding is improper. Client further agrees that the Services shall be deemed a passive interactive service based solely in Maryland and shall not give rise to personal jurisdiction over Intellor, either specific or general, in jurisdictions other than Maryland. Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.
15. Notice.
In the event that any notice is to be given to any party under this Agreement, it shall be considered effective on the earlier of actual receipt or: (a) the day following transmission if sent by facsimile or email; (b) one (1) day (two (2) days for international addresses) after posting when sent via an express commercial courier; or (c) five (5) days after posting when sent via certified United States mail and addressed to the party as follows:
In the event that any notice is to be given to any party under this Agreement, it shall be considered effective on the earlier of actual receipt or: (a) the day following transmission if sent by facsimile or email; (b) one (1) day (two (2) days for international addresses) after posting when sent via an express commercial courier; or (c) five (5) days after posting when sent via certified United States mail and addressed to the party as follows:
To Intellor:
Intellor Group, Inc.
c/o Richard A. Rist, President
9298 Gaither Road
9298 Gaither Road
Gaithersburg, MD 20877
To Client:
To Client:
Client address as specified in the Pricing Schedule.
16. Survival.
The definitions in this Agreement and the respective rights and obligations of the parties under Sections 4 – 5, and 7 – 23 shall survive any termination of this Agreement.
The definitions in this Agreement and the respective rights and obligations of the parties under Sections 4 – 5, and 7 – 23 shall survive any termination of this Agreement.
17. Revocation, Modification, Waiver.
This Agreement, or any provision hereof, may not be revoked or modified unless agreed to in writing by both parties. No waiver of a breach or default of this Agreement shall be deemed a waiver of any subsequent breach or default.
This Agreement, or any provision hereof, may not be revoked or modified unless agreed to in writing by both parties. No waiver of a breach or default of this Agreement shall be deemed a waiver of any subsequent breach or default.
18. Independence of the Parties.
The parties agree that this is an agreement between independent contractors, and it is not a joint venture, partnership, employer-employee, agent-principal, or franchisor-franchisee relationship. Each party shall be deemed to be acting solely on its own behalf and, except as expressly stated, has no authority to bind the other to any contract or commitment, pledge the credit of the other, incur obligations for the other or perform any acts for, or make any statements on behalf of, the other party. No party’s officers, employees, agents or contractors shall be deemed officers, employees, agents or contractors of the other Party for any purpose.
The parties agree that this is an agreement between independent contractors, and it is not a joint venture, partnership, employer-employee, agent-principal, or franchisor-franchisee relationship. Each party shall be deemed to be acting solely on its own behalf and, except as expressly stated, has no authority to bind the other to any contract or commitment, pledge the credit of the other, incur obligations for the other or perform any acts for, or make any statements on behalf of, the other party. No party’s officers, employees, agents or contractors shall be deemed officers, employees, agents or contractors of the other Party for any purpose.
19. Severability.
If for any reason, a section or provision of this Agreement should be held invalid or otherwise unenforceable, it is agreed that the same shall not affect any other section or provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect.
If for any reason, a section or provision of this Agreement should be held invalid or otherwise unenforceable, it is agreed that the same shall not affect any other section or provision of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect.
20. Restriction of Rights Concerning Government Usage.
Intellor Services comprise Restricted Rights in accord with DFARS Section 227.7202 et seq. You acknowledge that Intellor Services, and any portion of them individually, are “Commercial Computer Software” (cf. DFARS Section 252.227-7014) and any documentation is “Commercial Computer Software Documentation,” all of which were developed exclusively at private expense by Intellor Group, Inc. or its predecessors, 9298 Gaither Road, Gaithersburg, Maryland 20877. You do not receive any rights to reproduce or modify IMM Services and Products or any associated software.
Intellor Services comprise Restricted Rights in accord with DFARS Section 227.7202 et seq. You acknowledge that Intellor Services, and any portion of them individually, are “Commercial Computer Software” (cf. DFARS Section 252.227-7014) and any documentation is “Commercial Computer Software Documentation,” all of which were developed exclusively at private expense by Intellor Group, Inc. or its predecessors, 9298 Gaither Road, Gaithersburg, Maryland 20877. You do not receive any rights to reproduce or modify IMM Services and Products or any associated software.
21. Interstate and International Use; Export Controls. You recognize that the Internet is global in nature. Intellor Services, including its Site, are intended to be offered only in jurisdictions where such Services, and its Site, and the manner in which they are offered are lawful. If Intellor Services or its Site are not lawful in the nation, state, or other jurisdiction where you are located, then do not use or attempt to use those Services or the Site in that place. If you are accessing or using Intellor Services or the Site in any nation, state or other jurisdiction which restricts such access or usage, then you shall abide by the laws of that place and refrain from any access or use as required by the laws of the applicable jurisdiction. You also agree that you shall comply with all applicable laws concerning transmission of technical data, including without limitation, the export of technical data from the United States or from the jurisdiction in which you reside or are accessing Intellor Services or the Site. Further, Intellor Services and the Site, or some uses of them, may be subject to the export control laws of the United States. You agree that you shall not export, re-export, disclose, or transfer any Intellor Services, or any technical matter related to Intellor Services or the Site, nor shall you use Intellor Services or the Site, in violation of applicable export control laws and regulations.
22. Binding Agreement.
This Agreement shall be binding on, and inure to the benefit of, the parties hereto, their successors, heirs, personal representatives, and assigns. This Agreement and the rights hereunder are not transferable or assignable by Client (and any attempted assignment will be void) without the prior written consent of Intellor, except to a person or entity who acquires all or substantially all of the assets or business of Client, whether by sale, merger or otherwise. Intellor may assign or transfer this Agreement without Client’s consent.
This Agreement shall be binding on, and inure to the benefit of, the parties hereto, their successors, heirs, personal representatives, and assigns. This Agreement and the rights hereunder are not transferable or assignable by Client (and any attempted assignment will be void) without the prior written consent of Intellor, except to a person or entity who acquires all or substantially all of the assets or business of Client, whether by sale, merger or otherwise. Intellor may assign or transfer this Agreement without Client’s consent.
23. Entire Agreement.
The parties acknowledge that they have had sufficient opportunity to make diligent inquiry into, and to consult with independent counsel concerning, this Agreement. This Agreement, including the Pricing Schedule and the AUP, contains the entire agreement between the parties. This Agreement supersedes any prior negotiations and agreements between the parties.
If you are a U.S. Government Authorized User of Services, all terms and conditions that are inconsistent with the United States Code and applicable regulations are to be read out of this Agreement and shall be of no effect. All other terms are applicable to U.S. Government Authorized Users.
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