IntelliKid Systems LLC
Terms and Conditions of Use
Updated as of January 18th, 2023.
Thank you for using INTELLIKID SYSTEMS LLC, a Nevada limited-liability company (referred to herein, as the “Provider” or “IntelliKid Systems”) products, services, Website (defined herein), and applications (commonly referred as Software as a Service (SaaS)) (collectively, the “Services”).
These TERMS AND CONDITIONS OF USE (together with documents expressly incorporated by reference, as each and all may be amended from time to time, these “Terms”) contain the terms and conditions under which Provider provide the services to you (the “Customer”) and to your employees and agents, which are authorized by you to use the Services (the “Authorized User(s)”). All references to Customer herein refer also to its Authorized Users.
Please read these Terms carefully before commencing use of the Services. By using the Services, including without limitation, accessing the Website, and/or by clicking or tapping on a button indicating acceptance of the Terms, Customer accepts and agrees to be bound and abide by these Terms. If Customer will be using the Services on behalf of an organization, Customer accepts and agrees to these Terms on behalf of that organization and Customer represents and warrants that Customer has the authority to do so. All references to Customer herein refer to that organization and its Authorized Users.
For the purposes of these Terms, “Website” means www.intellikidsystems.com or portal.intellikidsystems.com including any content, functionality, and services offered on or via the website, any successor or affiliate website, and/or any related applications, collectively, along with any future developments, and shall in all cases be understood as part of the Services.
If Customer is located outside of the United States, certain other country-specific terms may apply.
Changes to these Terms.
Provider may revise, edit, change, modify, supplement, and update these Terms from time to time in Provider’s sole and absolute discretion (any such changes, an “Update”). All Updates are effective immediately upon being posted to the Website, where the most current version of these Terms shall be available, and/or delivery to Customer via the notice address provided. Customer’s continued use of the Services following the posting and/or delivery of an Update (including, without limitation, amended and restated Terms) shall constitute, without reservation, Customer’s acceptance and agreement to the Update(s) and shall be immediately binding. Customer acknowledges that Customer is expected to monitor the Website frequently to remain aware of any Updates to these Terms.
Permitted Use; Restrictions; Obligations.
Customer acknowledges and agrees that the Services will only be used for the sole purpose of digital marketing and lead-tracking for Customer’s childcare centers and other childcare services, including analysis and other activities incidental and related thereto, or such other purposes approved by Provider in writing.
Customer acknowledges and agrees that the access to the Services granted to Customer does not constitute a license, but rather, a non-transferable, non-licensable, revocable grant of permission to access and use the Services for Customer’s internal business purposes during the term and within the scope for which Customer has paid all applicable Fees.
Customer represents, warrants, and agrees the Customer will comply with all laws and regulations applicable to Customer’s use of the Services.
Customer acknowledges and agrees that Customer is responsible for Customer’s conduct and related to the use of the Services and further agrees that Customer will comply with the following requirements while using the Services, unless otherwise expressly authorized by Provider in writing or under applicable law.
Customer will not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purpose, or attempt to do so.
Customer will not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide, or attempt to do so.
Customer will not circumvent or attempt to circumvent any limitations, or bypass or breach any security device or protocol, that Provider imposes, or engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services), or attempt to do so.
Customer will not probe, scan, or test the vulnerability of any Provider system or network, or attempt to do so.
Customer will not deny others access to, reverse engineer, or derive or gain access to, or decompile, the source code of the Services, in whole or in part, or attempt to do so.
Customer will not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services, or attempt to do so.
Customer will not use any manual or automated system or software, or other any other method, to scrape or extract data from the Website or other interfaces through which the Services are made available, or attempt to do so.
Customer will not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users, or attempt to do so.
Customer will not use the Services to infringe the intellectual property rights of others, the privacy rights of others, or to commit an unlawful activity, or attempt to do so.
Customer will not sell, lease, transfer, convey, or provide any third-party unauthorized access to the Services or the content provided thereby, or attempt to do so.
Customer will not access the Services by any means other than through the interface that is provided by Provider in connection with the Services, or attempt to do so.
Customer will not generate or facilitate unsolicited commercial email (“spam”), or attempt to do so. Such activity includes, but is not limited to: (a) sending email in violation of any applicable anti-spam law; (b) imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam; (c) data mining any web property to find email addresses or other user account information; (d) sending unauthorized mail via open, third-party servers; (e) sending emails to users who have requested to be removed from a mailing list; (f) selling, exchanging or distributing to a third party the email addresses of any person without such person’s knowing and continued consent to such disclosure; and (g) sending unsolicited emails to significant numbers of email addresses belonging to individuals and/or entities with whom you have no preexisting relationship.
Customer will not use the Services for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another, or for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email, or attempt to do so.
Customer will not access or use the Services or the Website in any manner whatsoever that is beyond the scope of the authorization granted to Customer.
Customer agrees to maintain within its organization a service manager to serve as its primary point of contact with Provider for day-to-day communications, consultation, and decision-making regarding the Services and such service manager shall have the authority for providing consents and approvals related hereto. Such service manager shall have the requisite organizational authority to perform in such capacity.
Fees and Payment; Delinquency.
Customer agrees to pay Provider any and all fees for the Services and other amounts, including late fees (“Fees”), in accordance with the pricing and payment terms presented to Customer for such Services on the order form (an “Order Form”), completed and agreed to by Customer and incorporated by this reference. Customer agrees to pay all Fees in accordance with Provider’s billing and invoicing policies and procedures as adopted and communicated to Customer from time to time. Unless otherwise agreed by the parties in writing, Customer shall pay all Fees through Customer’s account management page on the Website.
If Customer elects to pay Fees by credit-card, Customer represents and warrants that the credit card information Customer provides in current and correct, and that Customer will promptly notify Provider of any changes to such information.
Services may be provided by Provider on a subscription basis (“Subscription”), which are billed in advance on a recurring, periodic basic (each period, typically a month, quarter, or year, a “Billing Cycle”). For the purposes of these Terms, Billing Cycle refers to both (A) periods in connection with Subscriptions, which are billed in advance, automatically; and (B) periods for which Customer is invoiced without an automatic payment. Subscriptions will be automatically renewed at the end of each Billing Cycle unless Customer cancels the automatic renewal by contacting Provider’s customer support team.
In the event Customer cancels a Subscription, such Subscription will continue until the end of the Billing Cycle before terminating and Customer will not be due or owed any refund for the remainder of such Billing Cycle.
Fees paid by Customer to Provider are non-refundable, except as expressly provided by these Terms or required under applicable law.
All Fees payable by Customer are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.
All Fees shall be due and payable on the first (1st) day of each month for the Services provided in the previous month. Customer shall remit payments for Fees through the account management page or in the manner specified by Provider from time to time.
If Customer fails to pay Fees by the twentieth (20th) day of the month following the month for which Services were provided, then, in addition to all other remedies that may be available, Provider may charge Customer a late fee equal to fifteen dollars and no cents ($15.00). Provider may charge an additional late fee equal to fifteen dollars and no cents ($15.00) for each month thereafter in which Customer fails to pay such Fees in full. Provider shall also have the right to charge Customer for the cost and expense of collecting any unpaid, past-due Fees. If Customer fails to pay such unpaid, past-due Fees for thirty (30) days, Provider may suspend, terminate, or limit functionality of the Services to Customer until such amounts are paid in full (including any interest thereon).
Provider may change the Fees charged to Customer for the Services from time to time; provided, however, that Provider must provide Customer with advance notice of any change in Fees and, for Subscriptions, the change will only become effective at the end of the then-current Billing Cycle.
All amounts payable to Provider shall be paid by Customer in full, without setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (unless required by applicable law).
Accessing Website and Services; System Control
To access the Services, Customer may be asked to provide certain registration details or other information, including without limitation, usernames and passwords required for security procedures (“Access Credentials”). Customer shall treat the Access Credentials as confidential and shall maintain the secrecy of Access Credentials. Customer acknowledges that Customer’s account and the Access Credentials are personal to Customer and Customer agrees not to disclose Access Credentials or otherwise provide access to the Services to any person who is not an Authorized User.
Customer agrees to exit from Customer’s account following each session, to use caution when accessing the Services from public or shared computers, to use commercially reasonable efforts to prevent unauthorized use of the Services, and to terminate, if possible, and immediately notify Provider of any unauthorized access to the Services or use of the Access Credentials or any other breach of Providers security. It is a condition to Customer’s access to the Services that all information Customer provides is correct, current, and complete.
Provider reserves the right to disable Customer’s Access Credentials, at any time, in Provider’s sole and absolute discretion, for any or no reason, if, in Provider’s sole and absolute discretion, Customer has violated any provision of these Terms or such action is required for the security or integrity of the Website or Services. Customer acknowledges that Provider does not guarantee that the information provided on the Website or otherwise in connection with the Services is accurate or complete.
Provider constantly changes and improves the Services. Provider reserves the right to add, alter, or remove functionality, limit, suspend, or discontinue a Service provided to Customer, or access to the Website, at Provider’s sole and absolute discretion, without notice. Customer acknowledges that Provider has and retains sole control over the operation, provision, maintenance, and management of the Website and the Services.
Provider may suspend Customer’s access to the Services for any of the following reasons: (a) Customer breaches these Terms and fails to cure such breach (other than non-payment of Fees) within ten (10) days of being notified in writing of such breach; (b) Customer ceases business operations or becomes subject to insolvency proceedings that are not dismissed within ninety (90) days; (c) Customer fails to pay Fees for thirty (30) days after being due or fails to pay Fees in a timely manner more than twice (2x) in any six (6) month period. In addition, Provider may immediately limit, suspend, or terminate Customer’s access to the Services, without notice, and in Provider’s sole and absolute discretion, if: (d) Customer uses the Services in a manner that cause legal liability to Provider or disrupts the Services for others; (e) Provider is investigating misconduct by Customer; or (f) necessary or desirable for Provider’s security concerns, including, without limitation, the security of integrity of the Website or other Services.
Customer may terminate Customer’s access to the Services by providing thirty (30) days written notice (including via e-mail) to Provider. Such termination will occur at the end of the Billing Cycle during which the expiration of such thirty (30) day period occurs, at which time Customer’s access to the Services shall expire and Customer shall no longer have access to the Services, the Website, or any of the content or data collected through the use of the Services. If Customer elects to terminate in the middle of a Billing Cycle for which Customer has paid Fees in connection with the Services, Customer shall not be due any refund for such period, unless (a) Provider has materially breached these Terms and failed to cure such breach within thirty (30) days after Customer has notified Provider in writing; or (b) a refund is required by law.
Provider may terminate Customer’s access to the Services at the end of any Billing Cycle for which Fees have been paid in full upon thirty (30) days prior written notice to Customer, for any reason or no reason, in Provider’s sole and absolute discretion. Notwithstanding the foregoing, for Subscriptions lasting longer than thirty (30) days, Provider may terminate Customer’s access to the Services for any reason or no reason, in Provider’s sole and absolute discretion, upon providing sixty (60) days written notice to Customer; provided, that Provider shall provide a pro-rata refund to Customer for any period of time Customer did not have access to the Services during any Billing Cycle for which Customer paid Fees.
Provider has no obligation to retain or backup Customer’s content which it provides in connection with the Services in any manner upon termination of Customer’s access to the Services; provided, however, Provider shall make available, by written request, all Customer Data prior to the termination of the Services (not to exceed twice (2x) per year), and once (1x) for thirty (30) days following the termination of Services.
Customer acknowledges and agrees that these Terms, and Customer’s access to the Services granted in accordance therewith, does not grant, in any manner whatsoever, any right, title, or ownership in or to the Services or the content accessed via the Services (other than Customer’s Data), including, without limitation, any intellectual property rights or other proprietary rights and/or trade secrets, (regardless of whether such content is registered or unregistered, or copyrightable, patentable, or otherwise protectable under state or federal law), or any right to use Provider’s trademark or other brand elements. Customer acknowledges and agrees that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider any intellectual property rights or other proprietary rights and/or trade secrets related to the Services. Provider reserves all rights not expressly granted to Customer. Except for the limited rights expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to Provider’s intellectual property, proprietary information, and/or trade secrets.
From time to time, Provider may disclose or make available to Customer information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to Customer at the time of disclosure; (c) lawfully obtained by Customer on a non-confidential basis from a third party; or (d) independently developed by Customer. Customer shall not disclose the Confidential Information to any person or entity, except to Customer’s employees who have a need to know the Confidential Information for the Customer to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Customer may disclose Confidential Information to the limited extent required (i) 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 Customer shall first have given written notice to Provider and have made a reasonable effort to obtain a protective order; or (ii) to establish a Customer 's rights under these Terms, including to make required court filings. On the expiration or termination of the Services, Customer shall promptly return to the Provider all copies, whether in written, electronic, or other form or media, of the Provider's Confidential Information, or destroy all such copies and certify in writing to the Provider that such Confidential Information has been destroyed. Customer’s obligations of non-disclosure with regard to Confidential Information are effective as of the commencement of the Services and will expire five (5) years from the date first disclosed to Customer; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Services for as long as such Confidential Information remains subject to trade secret protection under applicable law.
An integral part of the Services involves the uploading of Customer data, including lead information, such as, without limitation, phone numbers, e-mail addresses, notes regarding potential clients of Customer, and recordings of phone calls with potential clients, by Customer to the Website (collectively, “Customer Data”). Customer (and not Provider) is solely responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer’s use of Customer Data with the Services. Without limitation of the foregoing, Customer shall not upload any content to the Website that is: (a) unlawful, spam, malware or other harmful code; (b) defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, hateful, inflammatory, or otherwise objectionable; (c) promoting an illegal activity or unlawful act, sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) an infringement of any patent, trademark, copyright, trade secret, or other intellectual property rights of any other person; (e) a violation of the legal rights (including rights of publicity or privacy) of others or upload any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms; (f) likely to be deceptive, mispresents an identity or affiliation, or impersonates another (including, without limitation, Provider); (g) likely to cause annoyance, inconvenience, embarrassment, or emotional distress; and/or (h) involving commercial activity or sales (except for the sole purpose of digital marketing and lead-tracking for childcare centers, including analysis related thereto), such as contests, sweepstakes, other sales promotions, and advertising. Provider may determine, in its sole and absolute discretion, if content is objectionable and take action, including without limitation, removal of such content and termination of Services to Customer.
Provider reserves the right to disclose Customer Data when required to do so by applicable law and Customer hereby waives and holds Provider harmless from any claims resulting from actions taken by Provider in response to any investigation by law enforcement.
Customer retains all rights to the Customer Data; provided, however, by uploading Customer Data to the Website, Customer grants to Provider a worldwide, limited-term, non-exclusive, royalty free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and otherwise use Customer Data for the operation of the Services.
Provider shall retain and use Customer Data, including, without limitation, Customer Data obtained through third-parties, during the period necessary to implement, administer, and furnish the Services and as required to comply with any and all legal or regulatory obligations. At such time that retention of the Customer Data is no longer necessary in connection with the Services and legal and regulatory obligations are satisfied, all Customer Data will be removed from Provider’s systems, unless otherwise permitted by applicable law.
Upon written request by Customer to Provider, Provider shall make all Customer Data available to Customer, provided, however, that Provider shall not be obligated hereunder to retain any Customer Data for longer than thirty (30) days following a termination of Services.
Customer acknowledges and agreements that Provider may obtain and aggregate technical and other data about Customer’s use of the Services, excluding any personally identifiable information (“Anonymous Data”). Such Anonymous Data shall be retained by Provider, during the period during which Customer’s has access to the Services, and after in perpetuity, for Provider’s use, including, without limitation, to analyze, support, operate, and improve the Services, for research purposes, and for any business purposes, including, without limitation, product and development. Customer hereby further acknowledges and agrees that any and all rights, title and interest in and to any intellectual property or proprietary information resulting from Provider’s permitted use of Customer Data hereunder and Anonymous Data, shall be owned solely and exclusively by Provider. Customer further acknowledges that Provider will be entitled to use, implement, and exploit any of such resulting intellectual property and/or proprietary information in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation or other duty to account. Customer assigns any and all rights to any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer related to the Services to Provider, and any and all rights, title, and interest in and to any intellectual property or proprietary information resulting therefrom, which shall become and remain Provider’s property.
Provider respects Customer’s concerns for privacy. Provider may collect personally identifiable information (“Personal Data”) about Customer’s staff, clients, prospects, and other individuals which information is provided within Customer Data and through other voluntarily submitted data received by Provider from Customer. Provider also collects Personal Data from correspondence with Customer, phone conversations with Customer, or those recorded via the Services between Customer and third-parties, through electronic means, such as “cookies” and other Website usage tracking data. Provider may use aggregate information derived from Personal Data for internal business purposes, in accordance with these Terms. Provider will not share or distribute personally identifiable information with any third parties without the written consent of Customer and will not enter into agreements that allow third-parties to collect personally identifiable information directly through the Services. Please be aware that any third-party links found within the Website or via the Services may direct you to a website outside of the control of Provider. Provider is not responsible for the privacy practices or content of any third-parties. Therefore, Customer should review and understand other websites privacy policies.
INTELLIKID SYSTEMS LLC ("we", "us", or "our") respects your privacy and is committed to safeguarding the personal information entrusted to us. In accordance with this commitment, we strictly limit the use of your mobile number exclusively to the provision of text message updates from us. We assure you that this information shall not be shared, sold, or disseminated to any third parties, unless otherwise required by law.
Our messaging service adheres to an explicit frequency policy, limiting the number of messages sent to 10 per week. Notwithstanding, the standard "message and data rates may apply" clause is applicable, contingent upon your mobile carrier and specific plan.
Additional Limits on Use of Your Google User Data.
Customer Rights and Choices.
Customer may have certain data subject access rights, depending on where Customer lives and Customer’s relationship with Provider. Such rights, subject to applicable exemption or limitations, may include:
The right to know and access Customer’s Personal Data and to request a copy in an accessible format
The right to know how Customer’s Personal Data is used, disclosed, shared, or sold
The right to correct inaccurate Personal Data
The right to delete Customer’s Personal Data
The right to opt-out of, restrict, or withdraw Customer’s consent to (under certain circumstances) the sale, sharing, or processing of Customer’s Personal Data
The right to lodge a complaint with the relevant data protection authority where Customer resides and/or is a citizen
If you are located in California and access the Website, our use of certain cookies could be considered a “sale” or “share” under the CCPA/CPRA.
Customer may opt-out of marketing emails, cookies, and other technologies for targeted advertising purposes by emailing email@example.com.
Customer may also opt-out and/or elect other privacy settings directly with third-parties that assist Provider in providing the Services by visiting such third-party’s website.
Provider may take certain steps to reasonably verify Customer’s identity before processing certain requests and in doing so may require additional information. Customer may use an authorized agent to submit requests on their behalf, provided such Customer and their agent provide information sufficient to verify their indemnity and other documentation required by Provider.
Provider’s application and database services are located in the United States. If Customer is located in European Economic Area, the United Kingdom, Canada or another jurisdiction outside of the United States with laws and regulations governing Personal Data collection, use, and disclosure that differ from United States laws, please be aware that information we collect (including through the use of methods such as Cookies and other web technologies) will be processed and stored in the United States or in other countries where we or our third-party service providers have operations. By submitting your Personal Data to Provider and using the Services, Customer expressly consent to have Customer’s Personal Data transferred to, processed, and stored in the United States or another jurisdiction which may not offer the same level of privacy protection as those in the country where Customer resides or is a citizen.
To the extent any of the above rights are applicable, you may exercise your rights by contacting us at firstname.lastname@example.org. In the event your request is denied, certain applicable law may provide you with a right to appeal – you may request an appeal at email@example.com.
Additional California Resident Privacy Disclosures.
Under the California Consumer Privacy Act of 2018 and any subsequent amendments including the California Privacy Rights Act of 2020 (collectively, “CCPA”), California residents are entitled to the following additional disclosures about our data processing.
Provider does not knowingly sell the Personal Data.
In the preceding 12 months, Provider has collected the following categories of Personal Data: identifiers, commercial information, and internet or other similar network activity, and has used and disclosed such Personal Data for the purposed listed herein.
Provider may sale or share information obtained through cookies and tracking technologies to extent the same constitutes a “sale” under the CCPA/CPRA.
These disclosures apply solely to Customers who live in the State of California (“California Residents”). All terms used in this section have the same meaning as when used in the CCPA. California Residents are entitled to request and obtain information about their Personal Data from Provider once per calendar year.
To request this information and for other questions about privacy practices and compliance with California law please contact us at firstname.lastname@example.org. Provider will attempt to respond to California Residents as timely as possible and will provide an explanation and an extension period for delays over 45 days. Responses will be provided for the preceding 12 month period following a verifiable receipt of a California Resident’s request and shall, if applicable, explain reasons for Provider’s non-compliance with such request. Provider shall provide a response without a charge or fee unless a California Resident’s requests are excessive, repetitive, or manifestly unfounded (and in such cases, Provider shall provide an estimate of such charge or fee prior to fulfilling a request).
Third Party Interactions.
Customer acknowledges that use of third-party products and services in connection with the Services is done at Customer’s own risk and discretion, and that Customer (and not Provider) is solely responsible for the consequences and results of use of such third-party products and services. Provider makes no warranties or representations regarding the performance, security, or otherwise of any third-party product or service, or integration with the Services therewith. Any warranty that is provided by a third-party is provided solely by such third-party and not by Provider. Customer acknowledges and agrees that Provider has no obligation to furnish maintenance or support to third-party products or services.
Disclaimers; Indemnification; Limited Liability; Force Majeure.
THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider, with counsel reasonably acceptable to Provider, from and against any and all losses, damages, liabilities, costs (including attorneys' fees) resulting from any third-party claim, suit, action, or proceeding based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by these Terms; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; (iv) modifications to the Services not made by Provider; and/or (v) Customer Data, or any use of the Customer Data in accordance with the Services, infringes or misappropriates such third party's intellectual property rights or is otherwise in violation of applicable law; provided, however, that Customer may not settle any third-party claim, suit, action, or proceeding against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such third-party claim, suit, action, or proceeding or to participate in the defense thereof by counsel of its own choice.
IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA (INCLUDING, WITHOUT LIMITATION, CUSTOMER DATA), OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PROVIDER UNDER THIS AGREEMENT IN THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
In no event shall Provider be liable to Customer, or be deemed to have breached these Terms, for any failure or delay in performing its obligations in connection with the Services, if and to the extent such failure or delay is caused by any circumstances beyond Provider's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Governing Law; Arbitration; Venue
All matters relating to the Services, the Website and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction).
Customer acknowledges and agrees to submit any legal suit, action, proceeding, or dispute (“Dispute”) arising from these Terms or use of the Website and/or other Services, including a Dispute arising from or concerning interpretation, violation, invalidity, performance (or non-performance), or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association in Clark County, Nevada; provided, however, that is such disputes are not arbitrated thereby, for any reason, the exclusive venue for a Dispute shall be the federal courts of the United States or the courts of the State of Nevada, in each case located in Clark County. Customer hereby waives any and all objections to the exercise of jurisdiction over Customer and to venue by such arbiter or courts, as the case may be.
Waiver and Severability
No waiver by the Provider of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Provider to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
These Terms, along with those documents expressly incorporated herein by reference,
Customer agrees that Provider may provide Customer with notice, including those regarding changes to these Terms, by e-mail, regular mail, or postings on the Website.
Comments and Concerns
This website is operated by INTELLIKID SYSTEMS, located at 11700 W Charleston Blvd #170-654, Las Vegas, NV 89135.
All notices of copyright infringement claims should be sent to email@example.com.
All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: firstname.lastname@example.org.