Definitions. As used in this User Agreement, all capitalized terms not otherwise defined in this User Agreement shall have the meanings assigned to such terms in the SaaS Agreement. For the purposes of this User Agreement, the following terms shall have the following meanings:

• • “Account” means the Intelitics account you may be required to register with us in order to use the Services.
  • “App” means Intelitics’ mobile application.
  • “Content” means all content and information displayed on or through the Services and made available to view and/or download in connection with the Services.
  • “Intelitics”, “we”, “us” and “our” means Intelitics, Inc.
  • “Materials” means any materials that you download from the Services in connection with the use of the Services, along with any documentation, text, Software, photos, video, graphics, and music, sound or other multimedia files that might accompany it.
  • “Services” means Intelitics’ tracking, reporting and analytics platform, including the Software, the App, all related data, content and related documentation, information and services provided by Intelitics.
  • “Software” means Intelitics’ proprietary software, as updated or upgraded from time-to-time and including any third party software made available in conjunction with such software.
  • “you”, “your”, and “yours” means a user of the Services.

Service Terms and Limitations.

• • Access to the Service. Your access to the Service is licensed and not sold.  If you register for an Account (as applicable), Intelitics hereby grants you a revocable, non-exclusive, non-transferable account enabling you to access and use the Services, subject to the terms of this User Agreement.  Your use of the Materials is also governed by this User Agreement.  All Content is owned by and is the copyrighted work of Intelitics and/or its suppliers and is licensed, not sold and you do not have the right to lend, lease, rent or sublicense the Services and/or the Content.
  • User’s RestrictionsYou are not permitted, directly or indirectly, and any license granted to you under this User Agreement does not give you the right to:
    • publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media;
    • systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; or
    • use, frame or utilize framing techniques to enclose any portion of the Services (including the images found at through the Services or any text or the layout/design of any page or form contained on a page).
  • Account Terms.
    • Account. In registering for an Account, you will need to provide us with information such as Your name and email address.  In addition, you may register for an Account by allowing us to access Your name and other required information through existing accounts you may have on sites such as Google or LinkedIn (collectively, the “Account Websites”, and each of Your profiles on such Account Websites, an “Account Profile”).  You agree to provide true, accurate, current and complete information about you when registering for an Account, and also maintain and promptly update your Account to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
    • Use of the App. If you use the App, you understand and agree that:
      • The App contains copyrighted material, trade secrets, and other proprietary materials of Intelitics and our licensors;
      • You will only use the App to access and/or use the Services and will not lend, lease, rent, sell, distribute, sublicense or otherwise transfer the App to a third party;
      • You will not use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service;
      • You will not authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with Intelitics;
      • You will not use any software or hardware that reduces the number of users directly accessing or using the Service (sometimes called ‘multiplexing’ or ‘pooling’ software or hardware);
      • You authorize Intelitics to send and deliver updates and notifications to you as part of your use of the App;
      • The App will automatically download and install updates from time to time from Intelitics which are designed to improve, enhance and further develop the App and may take the form of bug fixes, enhanced functions, new software modules and completely new versions; and
      • In order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (A) decompile, disassemble or reverse engineer the App; (B) modify or create derivative works of the App; (C) use the App in any manner to provide service bureau, commercial time-sharing or other computer services to third parties; (D) transmit the App or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); or (E) use components of the App to run applications not running on the App.
  • Representations.
    • You represent and warrant that you:
      • Have the power, authority or consent to enter into and perform your obligations under this User Agreement;
      • Will maintain the security of your user identification, password and other confidential information relating to your Account and maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service;
      • Will pay all fees and maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password; and
      • Will comply with the terms set forth herein and in the SaaS Agreement and will comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding Your use of the Services.
    • You further warrant, represent and agree that you will not use the Services in a manner that:
      • Infringes or violates the intellectual property rights, proprietary rights, or rights of publicity or privacy, of any third party (including Intelitics);
      • Violates any law, statute, ordinance or regulation;
      • You should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable or which affects the availability of its resources to other users;
      • Causes harm or damages, in any way, to Intelitics or to any other user, such as taking actions that adversely affects or reflects negatively on our goodwill, name or reputation, causes duress, distress or discomfort to others, or discourages any third party from using the Services;
      • Send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”;
      • Transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information;
      • Circumvent, disable or otherwise interfere with security-related features of the Services or its features that prevent or restrict use or copying of any content;
      • Intercept or attempt to intercept email or other private communications not intended for you;
      • Causes the Services to be used for commercial or business purposes;
      • Delete any author attributions, legal notices or proprietary designations or labels or falsify the source or origin of software or other material contained in a file that you upload to the Services;
      • Use the Services in any manner not consistent with the terms herein or act, or fail to act, in your use of the Service, in a manner that is contrary to applicable law or regulation; and
      • Distribute in any medium any part of the Services, without our prior written consent.

FEEDBACK. At times, we may ask you to provide us with comments and feedback regarding the Services.  Any such comments or feedback you provide through the Services will collectively be referred to as “Feedback”.  By providing Feedback to us, you automatically grant to Intelitics a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to us.  You further acknowledge and agree that your name, likeness and/or Account Profile may be associated with your Feedback and posted on or through the Services and you hereby grant Intelitics a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your name, likeness and/or Account Profile in association with your Feedback.  You agree that you will have no recourse against Intelitics for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us, that no compensation will be paid to you with respect to the use of your Feedback, as provided herein, and that we may remove any Feedback we post on or through the Services at any time in our sole discretion.  Further, when you provide Feedback, you authorize and direct Intelitics to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content o on or through the Services.  You represent and warrant any Feedback you provide through Services is owned or otherwise controlled by you or you have the rights or the necessary consents to provide such Feedback and to enable inclusion and use of the Feedback in the manner contemplated by the Services.

OPERATION. We reserve complete and sole discretion with respect to the operation of the Services.  You acknowledge and agree that from time to time the Service may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions; (b) periodic maintenance procedures or repairs which we may undertake from time to time; or (c) causes beyond our control or which are not reasonably foreseeable by us.

CONTENT AND GENERAL DISCLAIMERS

• • Informational Purposes Only. Any opinions or feedback expressed on or through the Services are the personal opinions of the original author and not our, even though the original author may be employed by us.  Intelitics does not assume any responsibility or liability for any feedback, opinion or other commentary posted on or through the Services or any third party website linked to the Services and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.
  • Disclaimer of Third Party Information.  If you use the Services, you may be exposed to third party content from a variety of sources which may be offensive, indecent, inaccurate, or objectionable.  You understand and agree that Intelitics is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third party content and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Intelitics with respect thereto.  
  • Links to Third Party Sites. The Services may contain links to third party websites, which are not under our control and which may lead unintentionally to websites containing information that you or others may find inappropriate or offensive.  You agree that access to any other Internet site linked to the Services is done at your own risk and we are not responsible for the accuracy, availability or reliability of any information, goods, data, opinions, advice or statements made available on these other websites.  You also agree that we are not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party websites.  These links are provided by us for convenience and the inclusion of these links does not imply an endorsement or recommendation by Intelitics.  You agree that Intelitics is not responsible for any form of transmission received from any link, nor is Intelitics responsible if any of these links are not working appropriately.  It is your responsibility when viewing to abide by any privacy statements and terms of use posted in connection with these links.

Privacy Rights. You represent and agree that you will not use the Services to track or collect personally identifiable information of users of the Services. For Intelitics’ complete policy on privacy, please visit and review our Data Security and Privacy Policy which can be found at http://www.intelitics/privacyPolicy and incorporated herein by reference.

Miscellaneous.

• • Governing Law; Venue. This User Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between Intelitics and you for any purpose concerning this User Agreement or the parties’ obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in Orange County, California, United States.
  • Non-Waiver. Our failure to insist upon or enforce strict performance of any provision of this User Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this User Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
  • The provisions of this User Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.