This Terms of Service (“Terms of Service”) is a legally binding agreement made by and between Intellum, Inc. (“Intellum” or “we” or “us” or “our”) and you, personally, and, if applicable, on behalf of the entity for whom you are using the web sites (“Web Sites”) operated by Intellum including but not limited to Intellum.com, Exceedlms.com, Groupdock.com, Snacker.tv and Tribesocial.com (collectively, “you”). This Terms of Service governs your use of the Intellum.com, Exceedlms.com and Rollbook.com web sites owned by us (“Web Sites”) and the services we offer on the Web Sites (“Services”, such as Exceed Learning Management System Access and Packaged Courseware Access), so please read it carefully.
BY ACCESSING OR USING ANY PART OF THE WEB SITES OR THE SERVICES, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS TERMS OF SERVICE. IF YOU DO NOT AGREE TO BE SO BOUND, DO NOT ACCESS OR USE THE WEB SITES OR THE SERVICES.
Intellum reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the Terms of Service. Your continued use of the Services or the Web Sites after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at the bottom of the Intellum.com website.
Violation of any of the terms below will result in the termination of your Account.
You are responsible for maintaining the security of your Account and password (and those of users under your Account). Intellum cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
Intellum permits the posting of content (such as files and courseware) during the use of certain Services (“Content”). You are responsible for all Content posted under your Account (even when Content is posted by others who have access under your Account). We may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
1. You may not use the Services for any illegal or unauthorized purpose. You must not, in the use of the Services, violate any law, rule, or regulation (including but not limited to copyright laws).
2. You must not modify, adapt or hack the Websites or Services or modify another website so as to falsely imply that it is associated with the Websites, the Services, or Intellum.
3. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Intellum.
4. You must not engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation
5. You must not interfere with or damage the Web Sites or the Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology.
6. You must not assist or encourage any third party in engaging in any activity prohibited by this Terms of Service.
Copyright and Content Ownership
The Web Sites and all materials on the Web Sites created or provided by Intellum, including text, graphics, logos, product names, icons, images, HTML/CSS files, visual design elements, and look and feel are owned by Intellum or its affiliates (“Materials”), and are protected by United States and international intellectual property laws. Note: LMS training reports in CSV format are not considered Materials. No Materials or screenshots containing Materials may be taken from the Web Sites without Intellum’s prior written consent. This consent will contain the specific way(s) in which the Materials may be used. Intellum reserves the right to revoke any of the rights relating to the Materials at any time, and those rights automatically terminate if you violate any terms of this Terms of Service. Upon revocation or termination of such rights, you must destroy all Materials, or derivatives thereof, in your possession. Unauthorized use of any of the Materials may violate copyright law, trademark law, and other laws of the United States and other jurisdictions. All rights not expressly granted herein are reserved.
All courseware and files uploaded by you to the Web Sites are your property and are protected by United States and international intellectual property laws. Intellum cannot, without your prior written consent, remove or alter any trademark, service mark, logo, or any copyright or other intellectual property notices, and will not reproduce, sell, distribute, republish, display, post, transmit, or modify any material, or portion thereof, located on the Web Sites in any form or by any means that you have supplied. Unauthorized use of any material supplied by you may violate copyright law, trademark law, and other laws of the United States and other jurisdictions. All rights not expressly granted herein are reserved.
All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit, or offer to us in connection with your use of the Web Sites or the Services (collectively, “Comments”) will become our exclusive property. Such disclosure, submission, or offer of any Comments shall constitute an assignment to us of all worldwide right, title, and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You will, at our cost, execute any documents to effect, record, or perfect such assignment. Thus, we will own exclusively all such right, title, and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make.
You agree to hold us and our employees, representatives, agents, attorneys, affiliates, directors, officers, managers, and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost, or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third-party claim, demand, or action (“Claim”) brought or asserted against any of the Indemnified Parties arising from, related to, or connected with your use of the Web Sites or the Services. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise, or in any other manner dispose of any Claim without our consent.
Disclaimer of Warranties
WE PROVIDE THE WEB SITES AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT REPRESENT OR WARRANT THAT THE WEB SITES, THE SERVICES, THEIR USE, OR ANY INFORMATION ON THEM: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. WE MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TERMS OF SERVICE, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.
Exclusion of Damages
WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE WEB SITES OR THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
Limitation of Liability
You expressly understand and agree that Intellum shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Intellum has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the Services; (v) or any other matter relating to the Services.
Limitation of Actions
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Web Sites, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
Consent to Jurisdiction and Venue and Selection of Forum
In regard to any action to enforce or interpret this Terms of Service, or otherwise arising out of or relating to this Terms of Service, each party hereto (i) consents and submits to the exercise of personal jurisdiction over such party by either the Superior Court of Fulton County, State of Georgia or the United States District Court for the Northern District of Georgia (referred to as the “Court”); (ii) consents to the exclusive venue in either Court; (iii) waives any and all objections to jurisdiction and venue in either Court; and (iv) waives any objection that either Court is an inconvenient forum. Each party hereto further agrees that jurisdiction and venue concerning any legal or equitable action to enforce or interpret this Agreement, or otherwise arising out of this Agreement, shall rest exclusively in either the Superior Court of Fulton County, State of Georgia or the United States District Court for the Northern District of Georgia, so that any such action shall be brought and defended in either Court.
The terms and provisions of this Terms of Service shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Georgia. The application of the U.N. Convention on Contracts for the International Sale of Goods is hereby excluded.
QUESTIONS: Any questions about this Terms of Service should be addressed to support at firstname.lastname@example.org.