Intelex Usage Terms
Welcome, and thanks for using Community, Marketplace and/or other Intelex services and apps! When you use our products and services, you're agreeing to our terms, so please take a few minutes to read over the User Agreement below.
Note: You are entering into a legally binding agreement.
ACCEPTANCE OF USAGE TERMS
- Intelex Technologies, Inc. ("we" "us" "our" or "Intelex").
- Your use of any of Intelex's Web sites, services, application programming interfaces ("APIs") or software (collectively, the "Intelex Service") is subject to these usage terms (the "Usage Terms") in effect at the time of your use. Intelex reserves the right to update and change these Usage Terms from time to time without notice or acceptance by you, so please check this page frequently for updates and changes. However, changes made to these Usage Terms will not apply to you to the extent that (i) the changes concern matters which are the subject of an actual dispute between you and Intelex as of the date the changes take effect and (ii) Intelex has actual notice of the dispute as of the date the changes take effect.
- Your use of the Intelex Service is also subject to the Intelex Community Guidelines in effect at the time of your use, which are incorporated herein as though set forth in full. You can review the most current version of the Intelex Community Guidelines.
- Your use of the Intelex Service may also be subject to additional terms, conditions, policies and/or agreements applicable to a specific Web site, service, API, software, service level or version. In the event of any conflict between these Usage Terms and such additional terms, conditions, policies and/or agreements, the additional terms, conditions, policies and/or agreements will control. For the avoidance of doubt, if there are terms and conditions in these Usage Terms regarding subjects on which the additional terms, conditions, policies and/or agreements are silent, such silence will not constitute a conflict and the terms and conditions in these Usage Terms will control.
- By signifying your acceptance of these Usage Terms or making any use of the Intelex Service, you signify your irrevocable acceptance of these Usage Terms in effect at the time of your use. If you are an individual acting as a representative of a corporation or other legal entity which wishes to use the Intelex Service, then you represent and agree that you have the authority to accept these Usage Terms on behalf of such corporation or other legal entity and that all provisions of these Usage Terms will bind that corporation or other legal entity as if it were named in these Usage Terms in place of you.
- These Usage Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to principles of conflicts of law. You and Intelex each agree that any action at law or in equity arising out of or relating to these Usage Terms will be filed only in the Province of Ontario, and hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
- Should any provision of these terms be found invalid or unenforceable, the remaining terms shall still apply
- The Intelex Service is not intended for users under the age of thirteen (13). By using the Service, you represent and warrant that you are at least 18, or that you are at least 13 years old and have your parents’ permission to use the Service.
- Intelex can refuse registration of, or prohibit any user from using the Service in its sole discretion at any time for any reason, and is not liable for any damage or loss resulting from such prohibition
- Your account will be accessed through an email and password or with a social media login that you will create (your "Credentials"). Your Credentials are solely for your use. You are responsible for maintaining the confidentiality of your Credentials and you are fully and solely responsible for all activities that occur under your Credentials, whether authorized by you or not. It is your responsibility to take adequate precautions with your Credentials and to immediately notify Intelex of any unauthorized use of your Credentials.
- Using your account, you may access and participate in the Intelex Service, including viewing, posting and responding to communications on and through the Intelex Service.
CONTENT AND INTELLECTUAL PROPERTY
- Your own text, images, audiovisual media and any other form of intellectual property, including the data, ideas, inventions, designs, patterns and processes in such material (collectively, "Content") that you post on or through the Intelex Service belongs to you and you may use it in any other way without restriction. But by using the Intelex Service, you are granting Intelex and certain third parties permission to use your Content as described in these Usage Terms.
- By using the Intelex Service, you are granting Intelex a nonexclusive, worldwide, royalty-free, sublicenseable and transferable right and license to use, reproduce, create derivative works of, distribute, publicly perform and publicly display your Content on and through the Intelex Service and on and through services affiliated with Intelex, regardless of the form of media used or of whether such services now exist or are developed in the future. If you post Content on or through the Intelex Service, you represent and warrant that you have the right to post that Content and to grant the above rights to Intelex.
- Intelex may preserve your Content and may also disclose such Content, with or without notice to you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Usage Terms; (c) respond to claims that your Content violates the rights of any third party; or (d) protect the rights, property, or personal safety of Intelex, its users and the public.
- You understand that posting your Content on or through the Intelex Service is entirely voluntary and will expose your Content to public display in a non-confidential manner. You understand that Intelex and/or any past, present or future user of Intelex (each, a "User") may view your Content and may develop or have developed Content which is identical or similar to yours, may already know of such Content from other sources or may have taken or will take some other action with respect to such Content. Therefore, you represent and agree to all of the following and acknowledge that Intelex and its Users are explicitly relying on such representations and agreement with regard to your Content:
- The Content represents your own original work and you have all necessary rights to disclose the Content. In doing so, you are not violating the rights of any third party and you know of no other individual or entity whose rights will be infringed by the Content being viewed and used as described in these Usage Terms.
- Your disclosure of the Content does not violate a confidential relationship with any third party, establish a confidential relationship with Intelex or any of its Users or obligate Intelex or any of its Users to treat your Content (or any related materials) as secret or confidential.
- Intelex and/or any of its Users may give your Content such consideration as is warranted by their respective judgments. Review of your Content shall not be construed as any recognition of the novelty or originality of the Content. Neither Intelex nor any of its Users is obligated to give reasons for making use of or rejecting your Content or to reveal its activities that are related to your Content.
- Neither Intelex nor any of its Users has any obligation, either express or implied, to make any use of your Content. However, if Intelex and/or any of its Users do make use of your Content, whether such use is intentional or inadvertent, no compensation will be due to you or anyone else for the use of your Content or the use of any data, ideas, inventions, designs, patterns and/or processes similar to, related to or derived from your Content.
- Neither Intelex nor any of its Users assumes any obligation with respect to any of your Content except as set forth in these Usage Terms, unless and until it enters into a separate written contract with you, and then only as expressed in that separate written contract. In the absence of a separate written contract, your rights with regard to Intelex or any of its Users' user of your Content shall be as described in these Usage Terms and as existing under the patent laws of the United States.
- If your Content is the subject of a pending or issued patent, you have disclosed or will disclose that fact in connection with posting your Content on or through the Intelex Service. To the extent you hold a patent in the Content, no license under any patent is herein granted. Any license to use patented Content shall be in the form of a separate written contract, in which event your, Intelex's and/or any of its Users' respective obligations shall be only those expressed in such separate written contract.
- Neither the discussion or negotiations between you, on the one hand, and Intelex and/or any of its Users, on the other hand, relating to the possible purchase or license of your Content, nor the making of any offer for the purchase or license of your Content, shall prejudice Intelex and/or any of its Users in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of your Content. Further, Intelex’s and/or any of its Users' consideration, discussions or negotiations with you will not in any way impair Intelex's and/or any of its Users' right to contest the validity or infringement of your rights in and to the Content.
- You hereby irrevocably release and forever discharge Intelex and its Users and their affiliates and subsidiaries (together, the "Released Parties") from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against the Released Parties or their respecting successors and assigns with respect to the Content, including without limitation in respect of how the Released Parties, directly or indirectly, use the Content, with the sole exception that the foregoing release and discharge does not apply to your right to bring a claim of patent infringement arising from use of your Content.
- Content posted by another person or company on or through the Intelex Service belongs to the poster. Except as expressly permitted in these Usage Terms, you do not have the right to use, reproduce, create derivative works of, distribute, publicly perform or publicly display any Content that does not belong to you, other than viewing of the Content on or through the Intelex Service as Intelex may make available.
- Intelex owns the Intelex Service as a whole, including all computer code, graphics, user interfaces and audiovisual content used to provide the Intelex Service, and the combination of all the elements on the Intelex Service. The Intelex Service as a whole, the computer code of the Intelex Service, the user interface and graphic elements are all copyrighted works of Intelex. Various other aspects of the Intelex Service may be protected by intellectual property laws including laws of copyright, trademark, service mark, patent and trade secret.
- Intelex owns all right, title and interest in and to the Intelex Service. Intelex reserves all rights to the Intelex Service that are not expressly granted herein. By way of example only, and not limitation, you do not have the right to modify, adapt, translate, or reverse engineer any portion of the Intelex Service and you do not have the right to index or aggregate any portion of the Intelex Service (either by hand or by means of a robot, spider, or other device). Nothing in this Agreement will be construed as granting you any property rights in the Intelex Service or to any invention or any patent, copyright, trademark or other intellectual property right that has been issued, or that may issue, based on the Intelex Service.
CODE OF CONDUCT
- Intelex has the right, but not the obligation, to remove or block Content from the Intelex Service that it determines in its sole discretion to be in violation of these Usage Terms, to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, that violates any party's intellectual property or that is detrimental to the quality or intended spirit of the Intelex Service. Intelex also has the right, but not the obligation, to limit or revoke the use privileges of the account of anyone who posts such Content or engages in such behavior.
- Intelex will use common sense and business sense regarding Content or behavior allowed on or through the Intelex Service. Examples of unacceptable Content or behavior include:
- Abuse, harassment, threats, flaming or intimidation of any person or organization.
- Engaging in or contributing to any illegal activity or activity that violates others' rights.
- Use of derogatory, discriminatory or excessively graphic language.
- Providing information that is false, misleading or inaccurate.
- Hacking or modifying the Intelex Service or another Web site to falsely imply an association with Intelex.
- Implying or pretending to be affiliated with a company or organization with which you are not affiliated, or misrepresenting the extent of your affiliation or role with an affiliated company or organization.
- Transmitting worms, viruses or harmful software.
- Sending unwanted messages to other users (aka "spam").
- Disclosing personal or proprietary information of another person or organization.
- Intelex cannot and need not control all Content posted by third parties on or through the Intelex Service, and does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Intelex Service you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable and you agree that under no circumstances will Intelex be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. If you would like to report objectionable materials, Please email us at Community.Administrator@intelex.com
- The Intelex Service is hosted in the United States. If you use the Intelex Service from outside of the United States, you acknowledge that you are voluntarily transferring information (potentially including personally-identifiable information) and Content to the United States and agree that Intelex's collection, use, storage and sharing of your information and Content is exclusively subject to the laws of the United States, not of the jurisdiction in which you are located.
- You will comply with all United States laws, rules and regulations applicable to the export of products, services, software and technical data regardless of the jurisdiction in which you are located.
- Copyright Infringement Notices. If you believe that any material available on or through the Intelex Service violates your copyright, you may send Intelex a copyright infringement notice. Section 512(c) of the Copyright Act requires that your notice must be in writing and must include substantially all of the following:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Intelex to locate the material. Intelex requests that complete URLs for each instance of the allegedly infringing material be provided.
- Information reasonably sufficient to permit Intelex to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the copyright infringement notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Your written copyright infringement notice must be sent to Intelex's Community Manager via mail or email. Please be aware that Section 512(f) of the Copyright Act provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
- Copyright Abuse Policy. Intelex will terminate, in appropriate circumstances, account holders of Intelex Service who are repeat copyright infringers.
- Community Manager
Intelex Technologies Inc.
905 King Street West, Suite 600
Toronto, ON, M6K 3G9
- By email: Community.Administrator@intelex.com
CANCELLATION AND TERMINATION
- Intelex, in its sole discretion, may terminate your password and/or account and remove and discard any Content within the Intelex Service for any reason, including and without limitation lack of use, or if Intelex believes that you have violated or acted inconsistently with the letter or spirit of these Usage Terms. In such event, any contracts, verbal or written or assumed, in conjunction with your account and all its parts, at Intelex's discretion, will be terminated as well.
- Intelex, in its sole discretion and at any time, may discontinue providing the Intelex Service, or any part thereof, with or without notice. Any termination of your access to the Intelex Service under any provision of these Usage Terms may be effected without prior notice. Intelex may immediately deactivate or delete your account, as applicable, and all related information and Content and bar any further access to such information, Content or to the Intelex Service. Intelex will not be liable to you or any third party for any termination of your access to the Intelex Service.
- After cancellation or termination of your account for any reason, you will no longer have access to your account and all information and Content in your account or that you have stored on the Intelex Service may be, but is not required to be, deleted by Intelex. Intelex will have no liability for information or Content that is deleted due to the cancellation or termination of your account for any reason.
- If you are a member of a private community, and that private community is cancelled or terminated, Content posted to that private community will no longer be available to you. Such Content may be, but is not required to be, deleted by Intelex. Intelex will have no liability for information or Content that is deleted due to the cancellation or termination of a private community.
- These Usage Terms will remain in full force and effect while you use the Intelex Service. Those terms that can continue to operate after you stop using the Intelex Service (including without limitation your Content license to Intelex and the General Terms in this Section), will survive after you stop using the Intelex Service.
- You agree to indemnify and hold Intelex, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your actions in using the Intelex Service, (ii) a claim that you, or any third party using your Credentials, infringed any intellectual property or other right of any person or organization using the Intelex Service, or (iii) the violation of these Usage Terms by you, or any third party using your Credentials.
- THE INTELEX SERVICE IS PROVIDED "AS IS" WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, AS TO THE OPERATION OF THE INTELEX SERVICE, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE INTELEX SERVICE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, INTELEX AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FURTHER, INTELEX AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER INFORMATION CONTAINED IN THE INTELEX SERVICE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. INTELEX DOES NOT WARRANT THAT THE INTELEX SERVICE WILL BE AVAILABLE AT ANY TIME OR FROM ANY PARTICULAR LOCATION, WILL BE SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE INTELEX SERVICE IS FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INTELEX OR THE INTELEX SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE USAGE TERMS.
- NEITHER INTELEX NOR ITS AFFILIATES WILL BE LIABLE, UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INTELEX'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO INTELEX FOR THE INTELEX SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) ONE HUNDRED DOLLARS ($100.00).
- These Usage Terms (including any additional terms, conditions, policies and agreements incorporated herein) are the entire agreement between Intelex and you regarding the Intelex Service. Any dispute arising from or related to these Usage Terms will be governed by the laws of the Province of Ontario without regard to conflict of law principles. The failure of Intelex to exercise or enforce any right or provision of these Usage Terms shall not constitute a waiver of such right or provision. If any provision of these Usage Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Usage Terms shall otherwise remain in full force and effect and be enforceable.
Last updated October 7, 2015