THIS IS A CONTRACT. PLEASE CAREFULLY READ THE FOLLOWING TERMS OF SERVISE BEFORE ACCESSING THE INTELLECTUS STATISTICS APPLICATION. BY ACCESSING THE INTELLECTUS STATISTICS APPLICATION (HEREINAFTER REFERRED TO AS “IS,” “INTELLECTUS STATSTICS” or “APPLICATION.” CUSTOMER (HEREINAFTER ALSO REFERRED TO AS “YOU”) ACCEPTS AND AGREES TO ALL OF THE COVENANTS AND CONDITIONS IMPOSED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE APPLICATION.
BY USING INTELLECTUS STATSTICS, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THESE TERMS. YOU ALSO AGREE TO REVIEW THIS AGREEMENT PERIODICALLY TO BE AWARE OF MODIFICATIONS TO THE AGREEMENT, WHICH INTELLECTUS STATISTICS MAY MAKE AT ANY TIME. YOUR CONTINUED USE OF THIS APPLICATION WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF ANY MODIFIED AGREEMENT.
Contact Information.
Address
Intellectus Statistics, LLC
1590 Chestnut Ct. W
Palm Harbor, FL 34683
Customer Service
Email: [email protected]
Telephone: 1-888-383-6639
Definitions:
Provider: Intellectus Statistics, LLC., a Florida corporation
Customer: The party contracting with Provider for the right to have its Authorized Users utilize the Provider’s online software.
Authorized User: Those individuals specifically authorized by Customer to access Intellectus Statistics (“IS”) online software.
Provider Materials: Those information items (electronic, print or otherwise) distributed, supplied, or made available as part of or in connection with the Services being provided by Provider.
Permitted Use: Subject to Customer’s compliance with these Terms of Service, Provider grants Customer a non-exclusive, non-transferable license, without right of sublicense, to allow its Authorized Users to run IS on Customer’s or Authorized User’s computers. The Permitted Use of IS or Provider Materials is solely for student academic or instructional purposes. Customer and its Authorized Users or NOT authorized to us IS for any commercial, research or for-profit purpose.
1. Services.
1.1 Services. Subject to and conditioned on Customer’s and its Authorized Users’ compliance with these Terms of Service. Provider shall use commercially reasonable efforts to provide to Customer and its Authorized Users access to Intellectus Statistics (“IS”), including to host, manage, operate and maintain IS for remote electronic access and use by Customer and its Authorized Users (“Hosted Services“) in substantial conformity with these Terms of Service, except for:
(a) Scheduled Downtime;
(b) Service downtime or degradation due to a Force Majeure Event;
(c) circumstances beyond Provider’s reasonable control related to Customer’s or any Authorized User’s (i) use of Third Party Materials, (ii) misuse of the Hosted Services; and
(d) any suspension or termination of Customer’s or any Authorized Users’ access to or use of the Hosted Services.
1.2 License Period
Customer’s right to use IS limited to the subscription period. Customer may have the option to extend its subscription. If Customer extends its subscription, Customer may continue using the service/software until the end of Customer’s extended subscription period. After the expiration of Customer’s subscription, access to most IS features and service will cease in accordance with Section 1.5 and 3.2 below.
1.3 Service and System Control.
(a) Provider has and will retain sole control over the operation, provision, maintenance and management of IS and Provider Materials.
(b) Customer has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of IS and Provider Materials by any Person by or through the Customer Systems or any other means controlled by Customer or any Authorized User, including any: (i) information, instructions or materials provided by any of them to the Services or Provider; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions or actions based on such use.
1.4 Service Management. Each party shall maintain within its organization a service manager to serve as such party’s primary point of contact for day-to-day communications, consultation and decision-making regarding the Services. Each service manager shall be responsible for providing all day-to-day consents and approvals. Each party shall ensure its service manager has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity.
1.5 Changes. Provider reserves the right, in its sole discretion, to make any changes to IS and Provider Materials that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of Provider’s services to its customers, (ii) the competitive strength of or market for Provider’s services or (iii) IS’s cost efficiency or performance; or (b) to comply with applicable Law; provided Provider will provide such updates to Customer at no additional charge.
1.6 Suspension or Termination of Services. Provider may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate or otherwise deny Customer’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) Provider receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly or by reasonable implication requires Provider to do so; or (b) Provider believes, in its reasonable discretion, that: (i) Customer or any Authorized User has failed to comply with, any term of service, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under the Terms of Service; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading or unlawful activities relating to or in connection with any of the Services. This Section 1.5 does not limit any of Provider’s other rights or remedies, whether at law, or in equity.
1.7 Maintenance and Support. Provider agrees to provide customer support in the event that the Customer encounters any usability problems while accessing IS, in accordance with the Terms of Service. This support will not include any consultation regarding the conduction of any statistical analyses.
2.1 Authorization. Subject to and conditioned on Customer’s payment and compliance and performance in accordance with all other terms and conditions of the Terms of Service, Provider hereby authorizes Customer to access and use IS and such Provider Materials as Provider may supply or make available to Customer solely for the Permitted Use by and through Authorized Users in accordance with the Terms of Service. This authorization is non-exclusive and non-transferable.
2.2 Reservation of Rights. Nothing in the Terms of Service grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to IS or Provider Materials whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to IS and the Provider Materials are and will remain with Provider.
2.3 Authorization Limitations and Restrictions. Customer shall not, and shall not permit Authorized User or any other person to, access or use the Services or Provider Materials, except for purposes of clarity and without limiting the generality of the foregoing Customer shall not:
(a) copy, modify, or create derivative works or improvements of IS or Provider Materials, except to the extent any copies may be made by Customer’s automated archival and backup processes;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available access to IS or Provider Materials to any unauthorized Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of IS or Provider Materials, in whole or in part;
(d) bypass or breach any security device or protection used by IS or Provider Materials or access or use IS or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
(e) input, upload, transmit, or otherwise provide to or through IS or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner IS, Provider Systems or Provider’s provision of services to any third party, in whole or in part;
(g) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from IS or Provider Materials, including any copy thereof;
(h) access or use IS or Provider Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party or that violates any applicable Law;
(i) access or use IS or Provider Materials for purposes of competitive analysis of IS or Provider Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Provider’s detriment or commercial disadvantage.
2.4 Data Privacy. We protect Customer’s data using industry-standard SSL encryption, increasing the security of all data transfers within IS. Once uploaded, Customer’s data is stored securely in a non-web accessible location, ensuring that data can only be accessed while logging in to Customer’s account. To further enhance the safety and security of Customer’s data, Provider requires Customer to de-identify data prior to uploading it.
3.1 Customer Systems and Cooperation. Customer shall at all times: (a) set up, maintain and operate in good repair all Customer Systems on or through which IS is accessed or used; and (c) provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations.
3.2 Effect of Customer Failure or Delay. Provider is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations (each, a “Customer Failure“).
4.1 Services and Provider Materials. All right, title and interest in and to IS and Provider Materials, including all Intellectual Property Rights therein, are and will remain with Provider. Customer has no right, license, or authorization with respect to IS or Provider Materials except as expressly set forth in Section 2.1. All other rights in and to IS and Provider Materials are expressly reserved by Provider.
4.2 Customer Data. As between Customer and Provider, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 4.3.
4.3 Consent to Use Customer Data. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data: (a) to Provider, its Subcontractors and the Provider Personnel as are necessary to perform the Services; and (b) to Provider as are necessary or useful to enforce the Terms of Service and exercise its rights and perform hereunder.
5.1 Termination. In addition to any other express termination right set forth elsewhere in these Terms of Service:
(a) Provider may terminate subscription, if Customer: (i) fails to pay any amount when due hereunder, and such failure continues more than ten (10) days after Provider’s delivery of written notice thereof; or (ii) breaches any of its obligations under Section 2.3 (Use Limitations and Restrictions).
(b) If Customer is a public, state university or college subject to immunity from suit in the federal Courts under the Eleventh Amendment, and a dispute arises between the parties as to the alleged access to IS by unauthorized Users, Customer shall be liable to Provider and agree to pay Provider as a liquidated damage (given the difficulty of ascertaining Provider’s actual damages) an Amount totaling $1000 per unauthorized user up to the limits stated in Section 7.2 below.
5.2 Effect of Expiration or Termination. Upon any expiration or termination of subscription:
(a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
(b) Customer shall immediately cease all use of IS and any Services or Provider Materials.
(c) Provider may disable all Customer and Authorized User access to the Hosted Services and Provider Materials;
6.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
(b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under the Terms of Service;
6.2 Additional Provider Representations, Warranties and Covenants. Provider represents, warrants and covenants to Customer that Provider will perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations.
6.3 Additional Customer Representations, Warranties, and Covenants. Customer represents, warrants, and covenants to Provider that Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with the Terms of Service, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law.
DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE TERMS OF SERVICE, ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES.
7.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL PROVIDER OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE TERMS OF SERVICE OR THIS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT [OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE PRORATION OF ANY FEES AS CREDIT(S) FOR INTERRUPTION OF SERVICE, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
7.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER AND ITS LICENSORS, SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THE TERMS OF SERVICE OR THIS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8.1 No Breach or Default. In no event either party be liable or responsible to the other party, or be deemed to have defaulted under or breached the Terms of Service, for any failure or delay, (except for any payment obligation), when and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control (a “Force Majeure Event“), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of account creation, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation.
8.2 Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
9.1. Subscriptions. In addition to subscriptions which are paid annually in advance, Intellectus Statistics may offer one or more subscription products which are Automatically Renewing. “Automatically Renewing” means that regularly scheduled payments will occur until the subscription is cancelled or the payments are terminated. The use of an automatically renewing subscription requires you to provide us with a current, valid method of payment, as may be updated periodically and which may be processed by a third party. You must cancel your subscription before it renews in order to avoid billing for the next billing cycle to your payment method (see the section titled “Cancellations”).
9.2. Payment Methods. To use our services, you must provide one or more Payment Methods. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your subscription, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Check with your Payment Method service provider for details.
9.3. Billing Cycle. The subscription fee or any other charges you may incur in connection with your use of the Intellectus Statistics services will be charged to your Payment Method on the specific billing date indicated in the “Account” menu. The length of your billing cycle will depend on the type of subscription purchased. All fees are fully earned upon payment. In some cases, your payment date may change, such as if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. We may authorize your Payment Method in anticipation of membership or service-related charges through various methods, including authorizing it up to approximately one month of service as soon as you register. In some instances, your available balance or credit limit may be reduced to reflect the authorization during your free trial period.
9.4. Cancellations. You can cancel an automatically renewing subscription at any time, and you will continue to have access to the services granted by the subscription through the end of your current billing period. Subscriptions can be cancelled by using the “Account” menu from within the main Application website, or by contacting us directly. Lack of activity on your account will not automatically cancel your account.
9.5. Changes to the Price and Subscription Plans. We reserve the right to change our subscription plans or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Service, any price changes or changes to your subscription plan will take effect following notice to you via email.
9.6 Free Trials. Some of our subscription products may begin with a free trial. The duration of the free trial period will be specified prior to a purchase. We will charge the subscription fee for your next billing cycle to your Payment Method at the end of the free trial period and your subscription will automatically renew unless you cancel your subscription prior to the end of the free trial period. Customer is responsible to cancel subscription prior to billing date. Free trial eligibility is determined at our discretion. We reserve the right to revoke access granted by a free trial at any time.
9.7. No Refunds. Payments are nonrefundable and there are no refunds or credits for partially used periods. Following any cancellation, however, you will continue to have access to the service through the end of your current billing period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all our users. The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
10.1 Governing Law; Submission to Jurisdiction. These Terms of Service are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule that would require or permit the Application of the laws of any jurisdiction other than those of the State of Florida. All disputes must be directed to Provider’s representative (currently Melissa Moran 888-383-6639 [email protected]) or Customer’s representative within four weeks of becoming aware of a dispute. Failure to do so shall constitute a waiver by such Party of the claim. Any legal suit, action or proceeding arising out of or related to the Terms of Service shall be instituted exclusively in the federal courts of the United States District Court for the Middle District of Florida or the courts of the State of Florida in located in the city of Clearwater and County of Pinellas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.