Last updated 1-1-2008
BY PURCHASING OR SUBSCRIBING TO THE INTELLOGY SOLUTIONS, LLC HOSTED CONTENT MANAGEMENT SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF THIS HOSTED SERVICE. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO INTELLOGY SOLUTIONS, LLC. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT PURCHASE OR SUBSCRIBE TO THE SERVICE.
Intellogy Solutions, LLC will provide Customer with use of the Service (as defined below), accessible via a Web browser interface and data transmission, access and storage. Customer's registration for, or use of, the Service shall be deemed to be Customer's agreement to abide by this Agreement including any materials available on the Intellogy Solutions, LLC Web site incorporated by reference herein. Customer shall also be bound by any further restrictions set forth on the registration form filled out by Customer as part of the online subscription process (the "Registration Form") which is incorporated herein by reference.
a. Services. Subject to the terms and conditions of this Agreement, Intellogy Solutions, LLC or its subcontractors will provide Customer with the following: Hosted CMS Service, a service that allows Customer to remotely manage the creation, editing, review, updating, storage, and reuse of Customer content on the Internet (the "Service"). The Customer may not use the Service until Customer has read and accepted all of the terms and conditions of this Agreement by checking the "I agree" checkbox found at the end of this Agreement. In order to use the Service, Customer is responsible at Customer's own expense to access the Internet, either directly or through devices that access Web-based content and pay any service fees associated with such access. In addition, Customer must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. Customer shall not attempt to access any other of Intellogy Solutions, LLC's systems, programs or data that are not made available for public use. In furtherance of the Services, Intellogy Solutions, LLC agrees to provide to Customer, services consisting of nonexclusive, restricted electronic access to Intellogy Solutions, LLC servers and storage systems ("Server") to store Customer's content, consisting of text and binary information (text, graphics, and application documents) supplied by Customer, to be modified by Customer from time to time.
b. Hosted Materials. In connection with the performance of the Service, Intellogy Solutions, LLC shall install, operate and support the hosted environment, including, without limitation, the Intellogy Solutions, LLC Technology, the Server hardware, disk storage, Server operating systems, management programs, Web server programs, documentation and all other information developed or provided by Intellogy Solutions, LLC or its suppliers under this Agreement, as well as all other audio and visual information, documents, software, products and services contained or made available to Customer in the course of using the Service (collectively, the "Hosted Materials"). For purposes of this Agreement, "Intellogy Solutions, LLC Technology" means all of Intellogy Solutions, LLC's proprietary and licensed technology (including software, hardware, products, processes, algorithms, user interfaces, knowhow, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Intellogy Solutions, LLC in providing the Service.
c. Customer Content. Except as provided in this Agreement, Customer shall be solely responsible for providing, updating, uploading and maintaining the Customer's Web site and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the Customer's Web site and any and all material uploaded by Customer onto Intellogy Solutions, LLC's Servers in connection with the Service or provided by Customer in accordance with this Agreement, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, domain names, software and text owned by Customer as well as any registered domain names provided by Customer or registered on behalf of Customer in connection with the Service and any and all data, information or material provided or submitted by Customer to Intellogy Solutions, LLC in the course of utilizing the Services (collectively, "Customer Content").
d. Availability of Services. Subject to the terms and conditions of this Agreement, Intellogy Solutions, LLC shall use commercially reasonable efforts to provide the Service for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. Customer agrees that from time to time the Service may be inaccessible or inoperable for various reasons, including (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Intellogy Solutions, LLC may undertake from time to time; or (iii) causes beyond the control of Intellogy Solutions, LLC or which are not reasonably foreseeable by Intellogy Solutions, LLC, including interruption or failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures (collectively "Downtime"). Intellogy Solutions, LLC shall use commercially reasonable efforts to provide forty-eight (48) hour advance notice to Customer in the event of any scheduled Downtime. Intellogy Solutions, LLC shall have no obligation during performance of such operations to mirror Customer Content on any other server or to transfer Customer Content to any other server. Intellogy Solutions, LLC shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Service in connection with Downtime, whether scheduled or not. Intellogy Solutions, LLC shall create backups of Customer Content in the course of Intellogy Solutions, LLC's routine backup of the collective content of its servers. Intellogy Solutions, LLC shall have no duty to individually catalog or backup Customer Content. Intellogy Solutions, LLC reserves the right to retain only the most current backups, and to erase or otherwise dispose of all other backups at any time.
3. License Grant/ Restrictions.
a. License of Customer Content. In consideration of Intellogy Solutions, LLC's performance of its obligations under this Agreement, for the term of this Agreement, Customer grants to Intellogy Solutions, LLC, and Intellogy Solutions, LLC accepts from Customer, a nonexclusive, worldwide and royalty free license to copy, display, store, use, transmit and display (including on and via the Internet) the Customer Content, solely to the extent necessary to provide the Service as requested by Customer in accordance with this Agreement.
b. License Grant to Customer. Intellogy Solutions, LLC grants Customer a limited nonexclusive, nontransferable, right to use the Service subject to the terms of this Agreement. Customer also agrees to be bound by any further restrictions set forth on the Registration Form. All rights not expressly granted to Customer are reserved by Intellogy Solutions, LLC and its licensors. There are no implied rights.
c. Further Restrictions. Unauthorized use, resale or commercial exploitation of the Service and/or the Hosted Material in any way is expressly prohibited. Customer shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Hosted Materials, including the Intellogy Solutions, LLC Technology, or access the Service in order to build a competitive product or service or copy any ideas, features, functions or graphics of the Service.
4. Charges and Payment of Fees.
a. General. Customer will pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the selected modules and features at the monthly, quarterly, or annual fee currently in effect. Subsequent fees bill be automatically charged to customer's credit card on the renewal day of each month, quarter, or year. License fees are nonrefundable. Customer must provide Intellogy Solutions, LLC with valid credit card as a condition to signing up for the Service. Intellogy Solutions, LLC reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time.
b. Billing and Renewal. Intellogy Solutions, LLC charges and collects in advance for use of the Service. Intellogy Solutions, LLC will automatically renew and bill Customer's credit card or issue an invoice to Customer (a) every month for monthly licenses, (b) every quarter for quarterly licenses, or (c) each year on the subsequent anniversary for annual licenses. Fees for other services will be charged on an as-quoted basis. Intellogy Solutions, LLC's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Intellogy Solutions, LLC's income. Customer agrees to provide Intellogy Solutions, LLC with complete and accurate billing and contact information. This information includes Customer's legal company name, street address, email address, and name and telephone number of an authorized billing contact. Customer agrees to update this information within 30 days of any change to it. If the contact information Customer has provided is false or fraudulent, Intellogy Solutions, LLC reserves the right to terminate Customer's access to the Service in addition to any other legal remedies. For credit card payers, invoices will be generated at the start of a license or billing period and Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. Unless Intellogy Solutions, LLC in its discretion determines otherwise Customer will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes. If Customer believes that the bill is incorrect, Customer must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
c. Nonpayment. In addition to any other rights granted to Intellogy Solutions, LLC herein, Intellogy Solutions, LLC reserves the right to suspend or terminate this Agreement and Customer's access to the Service if Customer's account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Customer will continue to be charged during any period of suspension. If Customer or Intellogy Solutions, LLC initiate termination of this Agreement, Customer will be obligated to pay the balance due on Customer's account computed in accordance with the Charges and Payment of Fees section above. Customer agrees that Intellogy Solutions, LLC may charge such unpaid fees to Customer's credit card or otherwise bill Customer for such unpaid fees.
d. Suspension of Service In the event Customer's account becomes ten (10) days or more overdue, in addition to and not in lieu of any of its other rights or remedies under this Agreement, Intellogy Solutions, LLC reserves the right to suspend the Service provided to Customer. Intellogy Solutions, LLC also reserves the right to impose a separate reconnection fee should Customer thereafter again request access to the Service. Customer agrees and acknowledges that Intellogy Solutions, LLC has no obligation to retain the Customer Content if the account is more than 30 days overdue, and such Customer Content will be irretrievably deleted if the account is unpaid after 30 days.
e. Excess Data Storage and Data Transfer Fees. Intellogy Solutions, LLC reserves the right to impose fees for excessive data storage and data transfer. Intellogy Solutions, LLC will use reasonable efforts to notify Customer when the average data storage and data transfer used per reaches approximately 90% of the maximum; however, any failure by Intellogy Solutions, LLC to so notify Customer shall not affect Customer's responsibility for such additional storage charges. Intellogy Solutions, LLC reserves the right to establish or modify its general practices and limits concerning storage and transfer of Customer Data.
5. Ownership and Proprietary Rights.
Customer acknowledges and agrees that (i) as between Intellogy Solutions, LLC and Customer, all right, title and interest in and to the Hosted Materials, including the Intellogy Solutions, LLC Technology and the Service and all derivatives thereof (including any and all patents, copyrights, trade secret rights, trademarks, trade names and other proprietary rights embodied therein or associated therewith) are and shall remain Intellogy Solutions, LLC's or its licensors', and this Agreement in no way conveys any right or interest in the Hosted Materials, the Intellogy Solutions, LLC Technology or the Services other than a limited license to use them in accordance herewith, and (ii) the Hosted Materials, the Intellogy Solutions, LLC Technology and the Services are works protected by copyright, trade secret, and other proprietary rights and laws. The Intellogy Solutions, LLC name, the Intellogy Solutions, LLC logo, and the product names associated with the Service, including, but not limited to Intellogy Solutions, LLC, are trademarks of Intellogy Solutions, LLC or third parties, and no right or license is granted to use them.
6. Customer Responsibilities:
Customer is solely responsible for all Customer Content, whether publicly posted or privately transmitted. Intellogy Solutions, LLC does not control the Customer Content uploaded or otherwise transmitted by Customer via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Customer Content. Customer shall not use the Service to: (a) upload or otherwise transmit any Customer Content or domain name that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity; (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Customer Content transmitted through the Service; (e) upload or otherwise transmit any Customer Content that Customer does not have a right to transmit under any law or under contractual relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload or otherwise transmit any Customer Content or domain name that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person; (g) upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation, except in those areas of the Service that may be designated for such purpose; (h) upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (i) interfere with or disrupt the Service or Servers or networks connected to the Service; (j) violate any applicable law or regulation, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any securities exchange, and laws regarding the export of technical data; (k) incite or provide instructional information about illegal activities; or (l) conduct raffles, contests, lotteries or sweepstakes, except in those areas of the Service that may be designated for such purpose.
All Customer Content submitted by Customer to the Service, whether posted by Customer or by third parties, shall remain the sole property of Customer or such third parties, as applicable, unless specifically notified in advance. Customer, not Intellogy Solutions, LLC, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Content, and Intellogy Solutions, LLC shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Content. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), Intellogy Solutions, LLC will make available to Customer a file of the Customer Content within 60 days of termination notice if Customer so requests, at Customer's expense using Intellogy Solutions, LLC's then current Professional Services rate. Intellogy Solutions, LLC reserves the right to withhold, remove and/or discard Customer Content without notice for any breach, including, without limitation, Customer's nonpayment. Upon termination for cause, Customer's right to access or use Customer Content immediately ceases, and Intellogy Solutions, LLC shall have no obligation to maintain or forward any Customer Content.
Customer is responsible for any and all activities that occur under Customer's named user accounts. Customer shall: (i) notify Intellogy Solutions, LLC immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iii) not impersonate another Intellogy Solutions, LLC customer to provide false identity information to gain access to or use the Service.
7. Warranty Disclaimer.
INTELLOGY SOLUTIONS, LLC AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT; INTELLOGY SOLUTIONS, LLC AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS; AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INTELLOGY SOLUTIONS, LLC AND ITS LICENSORS.
INTELLOGY SOLUTIONS, LLC'S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INTELLOGY SOLUTIONS, LLC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
8. Limitation of Liability.
IN NO EVENT SHALL INTELLOGY SOLUTIONS, LLC'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INTELLOGY SOLUTIONS, LLC AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Additional Rights.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above in Sections 7 and 8 may not apply to Customer.
10. Termination/Reduction in Service.
a. Term. This Agreement commences on the Effective Date. The Initial Term of this Agreement will be set forth on the Registration Form as elected by Customer during the online subscription process. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement or reduce the Service, effective upon the expiration of the then current term, by notifying the other party in writing at least thirty (30) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event that Customer terminates this Agreement (other than by reason of Customer's breach), Intellogy Solutions, LLC will make available to Customer a file of its Customer Content within 60 days of termination if Customer so requests at the time notice of termination is given, at Customer's expense using Intellogy Solutions, LLC's then current Professional Services rate. Customer agrees and acknowledges that Intellogy Solutions, LLC has no obligation to retain the Customer Content, and may delete such Customer Content, more than 30 days after termination.
b. Termination for Cause. Any breach of Customer's payment obligations or other obligation under this Agreement, unauthorized use of Hosted Materials, including the Intellogy Solutions, LLC Technology or Service will be deemed a material breach of this Agreement. Intellogy Solutions, LLC, in its sole discretion, may terminate Customer's password, account or use of the Service if Customer breaches or otherwise fail to comply with this Agreement. In addition, Intellogy Solutions, LLC may terminate a free account if Customer does not first log on within 30 days after registration or if 60 days have passed since Customer last logged on. Customer agrees and acknowledges that Intellogy Solutions, LLC has no obligation to retain the Customer Content, and will delete such Customer Content, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
11. Representation & Warranties.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Intellogy Solutions, LLC represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service, that Customer's billing information is correct, and that Customer will comply with all of its obligations hereunder. Customer further represents and warrants to Intellogy Solutions, LLC that: (i) Customer Content and site do not and shall not contain any content, materials, data, work, trade or service mark, trade name, link, advertising or services that actually or potentially violate any applicable law or regulation or infringe or misappropriate any proprietary, intellectual property, contract or tort right of any person; and (ii) Customer owns the Customer Content and all proprietary or intellectual property rights therein, or has express written authorization from the owner to copy, use and display the Customer Content.
12. Mutual Indemnification.
Customer shall indemnify and hold Intellogy Solutions, LLC, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of the representations and warranties made herein; or (iii) a claim arising from the breach by Customer of this Agreement, provided in any such case that Intellogy Solutions, LLC (i) gives written notice of the claim promptly to Customer (ii) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases Intellogy Solutions, LLC of all liability and such settlement does not affect Intellogy Solutions, LLC's business or Service); (iii) provides to Customer all available information and assistance; and (iv) has not compromised or settled such claim.
Intellogy Solutions, LLC shall indemnify and hold Customer and its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a U.S. patent or trademark of a third party; provided that Customer (i) promptly gives written notice of the claim to Intellogy Solutions, LLC; (ii) gives Intellogy Solutions, LLC sole control of the defense and settlement of the claim (provided that Intellogy Solutions, LLC may not settle or defend any claim unless it unconditionally releases Customer of all liability); (iii) provides to Intellogy Solutions, LLC all available information and assistance; and (iv) has not compromised or settled such claim. Intellogy Solutions, LLC shall have no indemnification obligation, and Customer shall indemnify Intellogy Solutions, LLC pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer's products, service, hardware or business process(s).
13. Local Laws and Export Control.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. Customer acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or reexported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using this site, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or reexport as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Intellogy Solutions, LLC and its licensors make no representation that the Service is appropriate or available for use in other locations. If Customer uses the Service from outside the United States of America, Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. None of the Hosted Materials, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes.
Intellogy Solutions, LLC may give notice by means of a general notice on the Service, electronic mail to Customer's email address on record in Intellogy Solutions, LLC's account information, or by written communication sent by first class mail or prepaid post to Customer's address on record in Intellogy Solutions, LLC's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or prepaid post) or 12 hours after sending (if sent by email). Customer may give notice to Intellogy Solutions, LLC (such notice shall be deemed given when received by Intellogy Solutions, LLC) at any time by any of the following: letter sent by confirmed facsimile to Intellogy Solutions, LLC; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Intellogy Solutions, LLC. See the Intellogy Solutions, LLC website for additional contact information.
15. Modification to Terms.
Intellogy Solutions, LLC reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify Customer by posting an updated version of this Agreement on the Service. Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Customer's consent to such changes.
This Agreement may not be assigned by Customer without the prior written approval of Intellogy Solutions, LLC. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by the laws of the State of North Carolina and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of North Carolina. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and Intellogy Solutions, LLC as a result of this agreement or use of the Service. The failure of Intellogy Solutions, LLC to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Intellogy Solutions, LLC in writing. This Agreement, together with any applicable Registration Form, comprises the entire agreement between Customer and Intellogy Solutions, LLC and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
BY PURCHASING OR SUBSCRIBING TO THE INTELLOGY SOLUTIONS, LLC HOSTED CONTENT MANAGEMENT SOLUTION, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO AGREEMENT ABOVE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT AS SET FORTH ABOVE, DO NOT PURCHASE OR SUBSCRIBE TO THE SERVICE.