Intelliworks Inc. Terms of Use

INTELLIWORKS TERMS OF USE

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU (THE “CUSTOMER”) AGREE TO THE FOLLOWING TERMS Of Use (THE "TOU") GOVERNING YOUR USE OF INTELLIWORKS' ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "SERVICE"). BOTH INTELLIWORKS AND YOU AGREE TO CONTRACT ELECTRONICALLY. IF YOU ARE ENTERING INTO THIS TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Scope

This Terms of Use describes the general terms by which the Customer may use the Service. The Customer acknowledges that, unless agreed otherwise between the Parties, Intelliworks has no obligation to provide any software or services other than the Online Service. Intelliworks will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. You are responsible for obtaining access to the Internet and the equipments necessary to use the Service.

The Service includes, but is not limited to, customer relationship management, and various communication capabilities. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Terms of Use including any materials available on the Intelliworks website incorporated by reference herein, including but not limited to Intelliworks' privacy and security policies. For reference, a Definitions section is included at the end of this Terms of Use. The Service may be offered in several editions, including a free trial edition which has no further obligation. Please see our website for feature differences between the various editions.

1. Use & Restrictions

Intelliworks hereby grants you a limited, non-exclusive, non-transferable, right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Terms of Use. All rights not expressly granted to you are reserved by Intelliworks and its licensor's.

You may not access the Service if you are a direct competitor of Intelliworks, except with Intelliworks' prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sub license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; (iv) obscure, remove or alter any of the trademarks, trade names, logos, patent or copyright notices or markings to the Service, nor add any other notices or markings to the Service or any portion thereof or (v) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. You may not assign, delegate or otherwise transfer any right or obligation of under this Terms of Use, whether by agreement, operation of law or otherwise, without the express prior written consent of Intelliworks, and any attempt to assign, delegate or otherwise transfer any of your rights or obligations hereunder, without such consent, shall be void. Subject to the preceding sentence, this Terms of Use shall bind each party and its permitted successors and assigns.

2. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Intelliworks immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Intelliworks immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Intelliworks user or provide false identity information to gain access to or use the Service.

3. Account Information and Data

Intelliworks does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Intelliworks, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Intelliworks shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Terms of Use is terminated (other than by reason of your breach), Intelliworks will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Intelliworks reserves the right to withhold, remove and/or discard Customer Data without notice in the case you breach this Terms of Use, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Intelliworks shall have no obligation to maintain or forward any Customer Data.

4. Limitations on Use of Service

Intelliworks may offer integration capabilities via an application programming interface, or API for certain editions of the Service. The number of API calls you can make per account may be limited based upon the edition of the Service. These limitations, if any, will be shown on the website which describes the different editions. Intelliworks will provide a certain amount of storage space provided to you at no additional charge is depending upon the edition of the Service you use. These limitations will be shown on the website which describes the different editions. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Intelliworks will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Intelliworks to so notify you shall not affect your responsibility for such additional storage charges. Intelliworks reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.

5. Charges and Payment of Fees

You shall pay all fees or charges to your 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 current number of total User licenses requested times the User license fee currently in effect. Depending upon the edition of the Service ordered, payments may be made annually, monthly, or quarterly, consistent with the Initial Term, or as otherwise mutually agreed upon. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Intelliworks with valid credit card or approved purchase order information as a condition to signing up for the Service.

An authorized License Administrator may add licenses by executing an additional written Agreement or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Intelliworks reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

Intelliworks charges and collects in advance for use of the Service. Intelliworks will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Intelliworks has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. Intelliworks’ fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Intelliworks’ income.

You agree to provide Intelliworks with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Intelliworks reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Intelliworks in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); and (ii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Intelliworks ("Non-U.S. Customers").

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

6. Non-Payment and Suspension

In addition to any other rights granted to Intelliworks herein, Intelliworks reserves the right to suspend or terminate this Terms of Use and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Intelliworks initiates termination of this Terms of Use, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Intelliworks may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Intelliworks reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Intelliworks has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

7. Term and Termination

This Terms of Use commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the online subscription form or otherwise.

Upon the expiration of the Initial Term, this Terms of Use will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Intelliworks’ then current fees. Either party may terminate this Terms of Use or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) 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 this Terms of Use is terminated (other than by reason of your breach), Intelliworks will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Intelliworks has no obligation to retain the Customer Data, and may delete such Customer Data after termination of this Terms of Use. Any actual or proposed change in control of you that results or would result in a direct competitor of Intelliworks directly or indirectly owning or controlling 50% or more of you shall entitle Intelliworks to terminate this Terms of Use for cause immediately upon written notice.

Any breach of your payment obligations or unauthorized use of the Intelliworks Technology or Service will be deemed a material breach of this Terms of Use. Intelliworks, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Terms of Use. In addition, Intelliworks may terminate a free account at any time in its sole discretion.

Termination of this Terms of Use shall not limit either party from pursuing other remedies available to it, including injunctive relief, nor shall such termination relieve Customer's obligation to pay all fees that have accrued or are otherwise owed by Customer under this Terms of Use. The parties' rights and obligations under Sections 8, 9, 11, 12, 14, 19, and 21 shall survive termination of this Terms of Use.

8. Intellectual Property Ownership

Intelliworks alone (and its licensor's, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Intelliworks Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Terms of Use is not a sale and does not convey to you any rights of ownership in or related to the Service, the Intelliworks Technology or the Intellectual Property Rights owned by Intelliworks. The Intelliworks name, the Intelliworks logo, and the product names associated with the Service are trademarks of Intelliworks or third parties, and no right or license is granted to use them.

To the extent, if any, that ownership of anything developed by Intelliworks does not automatically vest in Intelliworks by virtue of this Terms of Use, Customer hereby transfers and assigns to Intelliworks and agrees to execute all such instruments and do all such things as Intelliworks may require of it to transfer or assign such ownership to Intelliworks to obtain all rights, title interest and goodwill which Customer may have in and to Intelliworks Property.

9. Privacy & Security; Disclosure and Confidentiality

Intelliworks’ privacy and security policies may be viewed at http://www.intelliworks.com. Intelliworks reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Intelliworks from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Service is a hosted, online application, Intelliworks occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Intelliworks can disclose the fact that you are a paying customer and the edition of the Service that you are using.

During the performance of this Terms of Use, each party will have access to certain of the other party’ s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party.

Each party agrees as follows: (a) to use Confidential Information disclosed by the other party only for the purposes described herein; (b) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; ( c) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (d) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Terms of Use; and (e) to the extent practicable, return or destroy, all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Terms of Use. Notwithstanding the foregoing, the previous two paragraphs will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient; or (f) is approved for release or disclosure by the disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under this Terms of Use, including to make such court filings as it may be required to do.

The obligations set forth in this Section shall survive the termination or expiration of this Terms of Use for a period of two (2) years.

10. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to agree to this Terms of Use. Intelliworks represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Intelliworks help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

11. Mutual Indemnification

Intelliworks shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim by that third party alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim by that third party, which if true, would constitute a violation by Intelliworks of its representations or warranties; provided that you (a) promptly give written notice of the claim to Intelliworks; (b) give Intelliworks sole control of the defense and settlement of the claim (provided that Intelliworks may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Intelliworks all available information and assistance; and (d) have not compromised or settled such claim. Intelliworks shall have no indemnification obligation, and you shall indemnify Intelliworks pursuant to this Terms of Use, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

You shall indemnify and hold Intelliworks, its licensor's and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim brought by a third party alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; or (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; provided in any such case that Intelliworks (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Intelliworks of all liability and such settlement does not affect Intelliworks’ business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

12. Disclaimer of Warranties

EXCEPT AS SPECIFICALLY WARRANTED IN THIS TERMS OF USE, INTELLIWORKS AND ITS LICENSOR'S MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. INTELLIWORKS AND ITS LICENSOR'S 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 YOUR 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 YOU THROUGH THE SERVICE WILL MEET YOUR 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. EXCEPT AS SPECIFICALLY WARRANTED IN THIS TERMS OF USE, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. 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 INTELLIWORKS AND ITS LICENSORS.

13. Internet Delays

INTELLIWORKS’ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INTELLIWORKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

14. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSOR'S 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.

15. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

16. 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 Switzerland and the European Union. The user of this site ("User") 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 re-exported to countries as to which the United States, Switzerland 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 the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export 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 Intelliworks and its licensor's make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, 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.

17. Notice

Intelliworks may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Intelliworks’ account information, or by written communication sent by first class mail or pre-paid post to your address on record in Intelliworks’ 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 pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Intelliworks (such notice shall be deemed given when received by Intelliworks) at any time by any of the following: letter sent by confirmed facsimile to Intelliworks at the following fax numbers (whichever is appropriate): (301) 519-1565; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Intelliworks at the following addresses (whichever is appropriate): Intelliworks, inc., 2092 Gaither Road, Suite 100, Rockville, MD 20850 addressed to the attention of: Chief Financial Officer.

18. Modification to Terms

Intelliworks reserves the right to modify the terms and conditions of this Terms of Use or its policies relating to the Service at any time, effective upon posting of an updated version of this Terms of Use on the Service. You are responsible for regularly reviewing this Terms of Use. Continued use of the Service after any such changes shall constitute your consent to such changes.

19. General

This Terms of Use shall be governed by Maryland law 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 Terms of Use or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Maryland. No text or information set forth on any other purchase order, preprinted form or document (other than an Agreement, if applicable) shall add to or vary the terms and conditions of this Terms of Use. If any provision of this Terms of Use 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 you and Intelliworks as a result of this Terms of Use or use of the Service. The failure of Intelliworks to enforce any right or provision in this Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Intelliworks in writing. This Terms of Use, together with any applicable Agreement, comprises the entire agreement between you and Intelliworks and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

If any provision of this Terms of Use is invalid or unenforceable for any reason in any jurisdiction, such provision will be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Terms of Use will not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Terms of Use invalid or unenforceable whatsoever. No waiver under this Terms of Use will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of such waiver is sought. Any such waiver will constitute a waiver only with respect to the specific matter described therein and will in no way impair the rights of the party granting such waiver in any other respect or at any other time. Any delay or forbearance by either party in exercising any right hereunder will not be deemed a waiver of that right.

Except with respect to payment obligations hereunder, if a party is prevented or delayed in performance of its obligations hereunder as a result of circumstances beyond such party’s reasonable control, including, by way of example, war, riot, fires, floods, epidemics, or failure of public utilities or public transportation systems, such failure or delay will not be deemed to constitute a material breach of this Terms of Use, but such obligation will remain in full force and effect, and will be performed or satisfied as soon as reasonably practicable after the termination of the relevant circumstances causing such failure or delay, provided that if such party is prevented or delayed from performing for more than ninety (90) days, the other party may terminate this Terms of Use upon thirty (30) days’ written notice.

20. Definitions

As used in this Terms of Use and in any Agreements now or hereafter associated herewith: "Agreement" means these online terms of use, any Agreements, whether written or submitted online via the Online Order Center, and any materials available on the Intelliworks website specifically incorporated by reference herein, as such materials, including this Terms of Use, may be updated by Intelliworks from time to time in its sole discretion; “Confidential Information” shall mean all written or oral information, disclosed by either party to the other, related to the operations of either party or a third party that has been identified as confidential or that by the nature of the circumstances surrounding disclosure ought reasonably to be treated as confidential.

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Effective Date" means the earlier of either the date this Terms of Use is accepted by selecting the "I Accept" option presented on the screen after this Terms of Use is displayed or the date you begin using the Service; "Initial Term" means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Agreements and to create User accounts and otherwise administer your use of the Service; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Agreement; "Agreement(s)" means the form evidencing the initial subscription for the Service and any subsequent Agreements submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Agreement to be incorporated into and to become a part of this Terms of Use (in the event of any conflict between the terms of this Terms of Use and the terms of any such Agreement, the terms of the Agreement shall prevail); "Online Order Center" means Intelliworks' online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; "Intelliworks" means collectively Intelliworks, Inc., a Delaware corporation, having its principal place of business at 2092 Gaither Road, Suite 100, Rockville MD 20850; "Intelliworks Technology" means all of Intelliworks' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Intelliworks in providing the Service; "Service(s)" means the specific edition of Intelliworks' online customer relationship management, communications, marketing support, or other related services identified during the ordering process, developed, operated, and maintained by Intelliworks, accessible via http://www.intelliworks.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by Intelliworks, to which you are being granted access under this Terms of Use, including the Intelliworks Technology and the Content; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Intelliworks at your request). Questions or Additional Information: If you have questions regarding this Terms of Use or wish to obtain additional information, please send an e-mail to info@intelliworks.com.