Intellum, Inc.Terms of Service

These terms of service are entered into by and between you and Intellum, Inc. (“Intellum”), a company registered in Georgia, USA, and its wholly owned subsidiary Intellum U.K. Ltd, a company incorporated and registered in England and Wales ("Intellum", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (the "Terms of Service"), govern your access to and use of the web sites or software operated by Intellum and its affiliates including but not limited to intellum.com, catcat.com, evolveauthoring.com, exceedlms.com, intellumlevel.com, and intellumsocial.com, including any content, functionality and services offered on or through any web sites or software operated by Intellum and its affiliates (the “Web Sites”), whether as a member of the public, guest, registered user or a third party receiving access through as a reseller of Intellum’s products. “You” or “your” means the person indicating acceptance of these Terms of Service or using the Web Site.
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Note: These Terms of Service include your agreement to arbitrate most disputes, which affects your rights. Please see the “Arbitration Agreement” section.
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Please read the Terms of Service carefully before you start to use the Web Sites. By using the Web Sites or by clicking to accept or agree to the Terms of Service when this option is made available to you or your use of third party products incorporating Intellum’s products, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at https://www.intellum.com/privacy-policy, incorporated into these Terms of Service by reference. If you do not want to agree to these Terms of Service or the Privacy Policy, you must not access or use the Web Sites or THIRD PARTY products that incorporate Intellum’s products.
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The Web Sites are offered and available to users who are at least 13 years of age or older. By using the Web Sites, you represent and warrant that you are of legal age to form a binding contract with Intellum and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Web Sites.

Acceptance of the Terms of Service

We may revise and update these Terms of Service from time to time at our sole discretion without prior notice to you other than listing of a later effective date than the one set forth at the top of these Terms of Service. Such modification shall be effective immediately upon posting a notification within the Web Sites or by contacting you via email at the address you provided. As your next use of the Web Sites may be governed by different Terms of Service, we encourage you to look for a new effective date on these Terms of Service when you use the Web Sites. It is your responsibility to check these Terms of Service periodically for changes. If we make any material changes to these Terms of Service, we will endeavor to provide all registered users with additional notice of any changes, such as at your e-mail address of record or when you log-in to your account. All changes are effective immediately when we post them, and apply to all access to and use of the Web Sites thereafter.
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Your continued use of the Web Sites following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time when you access the Web Sites so you are aware of any changes, as they are binding on you.

Limited License to use Web Sites

For the duration of the term or length of the purchase and subject to these Terms of Service, Intellum grants you a non-exclusive, non-transferable, non-assignable, non-sublicensable limited right to access, and to allow your authorized employees and other personnel to access, the Web Site solely in connection with your internal business operations. Your rights to use the Web Site are subject to any limitations on use of the Web Site based on the version of the Web Site you register for (e.g., applicable usage limits) (collectively, the “Scope Limitations”) and your rights to use the Web Site are contingent upon your compliance with the Scope Limitations and these Terms of Service.

Service Levels

Intellum shall provide access to its Web Sites in accordance with the service levels noted in this paragraph. Intellum will use commercially reasonable efforts to make each Web Site available with a monthly uptime percentage of at least 99.95%. In the event the Web Site does not meet the monthly uptime percentage commitment, then paying customers, will be eligible to receive a service credit in the form of additional service periods of time added on to the end of the term of the contract. The service commitment does not apply to any unavailability, suspension or termination of the Web Sites, or any other Web Site performance issues: (i) caused by factors outside of Intellum’s reasonable control, including any force majeure event or Internet access or any other related problems beyond the demarcation point of the Web Site; (ii) that result from any actions or inactions of client or any third party; (iii) arising from Intellum’s suspension and termination of a client’s right to use the Web Sites in accordance with these Terms of Service or (iv) any planned downtime for maintenance or support of any Web Sites. If availability is impacted by factors other than those explicitly listed in this paragraph, Intellum may issue a service credit considering such factors in its sole discretion. Delays or omissions may occur. We are not responsible for data, messages or pages lost, not delivered, delayed or misdirected because of interruptions or performance issues with the Web Sites or communications services or networks. We may impose usage or Web Sites limits, suspend the Web Sites, or block certain kinds of usage in our sole discretion to protect users, data, our systems, or the Web Sites. The accuracy and timeliness of data received is not guaranteed.

Intellum Technical Support

The Support services provided by Intellum for its learning platform and related modules are described in Intellum Platform Support Policy available here: https://www.intellum.com/policies/platform-software-support and Evolve Support Policy available here https://www.intellum.com/policies/evolve-technical-software-support

Accessing the Web Sites and Account Security

We reserve the right to withdraw or amend these Web Sites, and any service or material we provide on the Web Sites, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Web Sites are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Web Sites, or the entire Web Sites, to users, including registered users.
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You are responsible for:

• Making all arrangements necessary for you to have access to the Web Sites.
• Ensuring that all persons who access the Web Sites through an internet connection are aware of these Terms of Service and comply with them.

To access the Web Sites or some of the resources they offer, you may be asked to provide certain registration details or other information, including, but not limited to, identifying your employer to be associated with your account. It is a condition of your use of the Web Sites that all the information you provide on the Web Sites is correct, current and complete. You will not misrepresent your or your employer’s identity, or otherwise provide any false or misleading information. You agree that all information you provide to register with these Web Sites or otherwise, including but not limited to, through the use of any interactive features on the Web Sites, is governed by our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy.
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If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to these Web Sites or portions of it using your username, password or other security information. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login and account. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

This “Accessing the Web Sites and Account Security” section will survive any expiration or termination of these Terms of Service.

Intellectual Property Rights

The Web Sites and the content (our content), features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) that we provide, are owned by Intellum, its licensors or other providers of such material and are protected by United States, England and Wales and other international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. We retain all right, title, and interest in and to the Web Sites, its underlying technologies, and all related intellectual property rights, including without limitation any modifications, updates, customizations, cards, apps, or other add-ons. Your rights to use the Web Sites are limited to those expressly set forth in these Terms of Service. We reserve all other rights in and to the Web Sites and its underlying technologies.

These Terms of Service permit you to use the Web Sites for internal business use only. You must not disassemble, decompile, reverse-engineer, copy, translate, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of our material or underlying code on our Web Sites or its underlying software, except as follows:

• Your computer may temporarily store copies of our learning content materials in RAM incidental to your accessing and viewing those materials.
• You may store our files that are automatically cached by your Web browser for display enhancement purposes.
• Where we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your internal use, provided you agree to be bound by our end user license agreement for such applications.
• Where we provide social media features with certain of our content, you may take such actions as are enabled by such features.

You must not:

• Modify copies of any of our materials from this site.
• Delete or alter any of our copyrights, trademarks or other proprietary rights notices from copies of materials from this site and will include all such notices on any copies.

Unless specifically approved under a separate agreement with Intellum, you may not use the Web Sites to provide commercial services to third parties.
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If you print, copy, modify, download or otherwise use or provide any other person with access to any part of our Web Sites in breach of the Terms of Service, your right to use the Web Sites will cease immediately and you must, at our option, return or destroy any copies of the materials that belong to us that you have made. Any use of the Web Sites not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

Your Content

You are solely responsible for your conduct, any data or materials that you or your company own and upload, import, or develop in or to our Web Sites, or otherwise provided for processing by the Web Sites (collectively, “Your Content”), the substance of Your Content and legality and means by which you or your company acquired it, and all communications with others while using the Web Sites. You acknowledge that we have no obligation to monitor any information on the Web Site, but we may remove or disable any information that you make publicly available on the Web Sites at any time for any reason or for no reason at all. We are not responsible for the availability, accuracy, appropriateness, or legality of Your Content or any other information you may access using the Web Sites. You retain all rights and ownership of all of Your Content (e.g., text, images, videos, etc.). We do not claim any ownership rights to Your Content in order to operate the Web Sites. We require licenses from you to Your Content to operate and enable the services within the Web Sites. You represent to us that you have all the necessary legal and moral rights and title to upload, communicate, transmit, post or submit such content and that it will not violate any law or the rights of any person. When you upload, import, or develop Your Content in or to our Websites, you grant us and our respective affiliates and successors a non-exclusive, transferable, sub-licensable, worldwide, fully paid-up, royalty-free, perpetual, irrevocable right and license to distribute the content at your direction including to store it on our servers. This license is granted for the purposes of: (a) providing, operating, or improving the Websites; (b) responding to support requests; (c) detecting, preventing, or otherwise addressing fraud, security, unlawful, or technical issues; (d) enforcing these Terms of Service; and (e) to publish, display, and distribute de-identified information derived from Your Content and from your use of the Web Sites for any lawful purposes, including, without limitation, improving our products and services, developing new products and services, and developing, displaying, and distributing benchmarks, analysis and similar reports, provided that we do so in accordance with all applicable laws. We use data in accordance with our privacy policies found at https://www.intellum.com/privacy-policy.

You acknowledge that use of the Web Sites involves transmission of Your Content and other communications over the Internet and other networks, and that such transmissions could potentially be accessed by unauthorized parties. You must protect your login name and password from access or use by unauthorized parties, and are solely responsible for any failure to do so. You must promptly notify us of any suspected security breach at privacy@intellum.com.

You are fully responsible for Your Content and we do not have any rights and title to Your Content in any form and will not translate and create derivative works, or reproduce Your Content (except for back-up purposes) and will not disseminate it except in accordance with the exercising of our rights under these Terms of Service or your direction as you determine appropriate through the use of our Web Sites. Your Content excludes any rights to publicly available content that we may incorporate into the Web Sites or content specifically created by us or procured from third parties by us where we retain the rights and title to use as we deem appropriate. This “Your Content” section will survive any expiration or termination of these Terms of Service.

Trademarks

The Company name, the terms Intellum, Exceed LMS, Level, Social, Insights and Evolve and all related names, logos, product and service names, designs and slogans are trademarks of Intellum or its affiliates or licensors. You must not use such marks without the prior written permission of Intellum.

Prohibited Uses

You may use the Web Sites only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Web Sites:

• In any way that violates any applicable federal, state, provincial, regional, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States, England and Wales or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for Personally Identifiable Information (PII), information covered by General Data Protection Regulations (GDPR) or otherwise
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with any standards set out in the Content Standards section of these Terms of Service (collectively, “Content Standards”).
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter", "spam", “phishing” or any other similar solicitation.
• To impersonate or attempt to impersonate Intellum, an Intellum employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Web Sites, or which, as determined by us, may harm Intellum or users of the Web Sites or expose them to liability.
• To rent, lease, or, except as explicitly set forth in these Terms of Web Site, otherwise permit third parties to use the Web Site. 
• To use the Web Site to provide services to third parties as a service bureau or in any way that violates applicable law. 
• To circumvent or disable any security or other technological features or measures of the Web Site, or attempt to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures. 
• To upload or provide for processing any information or material that is false, misleading, illegal, defamatory, offensive, abusive, obscene, or that violates privacy or intellectual property rights of any third party. 

Additionally, you agree not to:

• Use the Web Sites in any manner that could disable, overburden, damage, or impair the Web Sites including underlying software or interfere with any other party's use of the Web Sites, including their ability to engage in real time activities through the Web Sites.

• Use the Web Site to harm, threaten, or harass another person or organization.

• Use any robot, spider, site search/retrieval application, or other manual or automatic device, process or means to access the Web Sites for any purpose, including to download, access, retrieve, index, "data mine", or in any way reproduce or circumvent, avoid, bypass, remove, or deactivate the navigational structure or technical measures or presentation of the Web Sites or its contents, or monitoring or copying any of the material on the Web Sites.
• Use any manual process to monitor or copy any of the material on the Web Sites or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Web Sites.
• Use, display, "frame" or "mirror" any part of the Web Sites, our names, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without prior written authorization from us
• Introduce any viruses, trojan horses, worms, logic bombs or other disabling code or malware component harmful to a network or system or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Web Sites, the server on which the Web Sites is stored, or any server, computer or database connected to the Web Sites.
• Attempt to probe, scan or test the vulnerability of the Web Sites or any of our systems or network or breach any security or authentication measures.
• Attack the Web Sites via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Web Sites.

User Contributions

The Web Sites may contain message boards, chat rooms, groups, personal web pages or profiles, forums, bulletin boards, streams, reviews and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Web Sites.
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All User Contributions must comply with the Content Standards set out in these Terms of Service.
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You represent and warrant that:

• You own or control all rights in and to the User Contributions and have all legal rights necessary to post User Contributions to the Web Sites.
• All of your User Contributions do and will comply with these Terms of Service.
• You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Intellum, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any party including third parties, for the content or accuracy of any User Contributions posted by you or any other user of the Web Sites.

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Web Sites or the public or could create liability for Intellum.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement or legal authority or body, for any illegal or unauthorized use of the Web Sites.
• Terminate or suspend your access including your companies access to all or part of the Web Sites for any or no reason, including without limitation, any violation of these Terms of Service.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement or legal authorities or body or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Web Sites. YOU WAIVE AND HOLD HARMLESS INTELLUM FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY INTELLUM DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER INTELLUM OR LAW ENFORCEMENT OR LEGAL AUTHORITIES OR BODY.
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However, we cannot undertake to review all material before it is posted on the Web Sites, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These Content Standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, provincial, regional, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain 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 of Service and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Feedback/Comments

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 (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.
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This “Feedback/Comments” section will survive any expiration or termination of these Terms of Service.

Reliance on Information Posted

The Web Sites may include content provided by your organization or third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Intellum, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Intellum. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Linking to The Web Sites and Social Media Features

You may link to our Web Sites, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent.
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The Web Sites may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on these Web Sites.
• Send e-mails or other communications with certain content, or links to certain content, on these Web Sites.
• Cause limited portions of content on these Web Sites to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Web Sites or portions of them to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
• Link to any part of the Web Sites other than the homepage.
• Otherwise take any action with respect to the materials on these Web Sites that is inconsistent with any other provision of these Terms of Service.
• You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Web Sites

If the Web Sites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to these Web Sites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Rewards

Some client instances of Intellum will reward you with an electronic reward which is termed “gold” for completing activities. Intellum and/or external parties will state the amount of gold that can be earned by completing an activity. Once the designated activity has been completed, the amount of gold stated to be awarded will be added to your profile account on the Intellum LMS platform.
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There is no expiration period for gold. However, Intellum and/or the external parties retain the right to revoke earned gold, change their value, or discontinue the use of gold at any time. While external parties may offer the ability to exchange gold for items, Intellum is not responsible for any redemption or transfer of gold into real monetary value.

Accuracy of Billing and Account Information

We reserve the right to refuse any order you place with us for use of our Web Sites. We may, in our sole discretion, limit or cancel quantities purchased per user, per company or per order. These restrictions may include orders placed by or under the same client or organization account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to change currency requirements under existing orders at the time of order renewal. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by resellers or distributors. You agree to provide current, complete and accurate purchase and account information for all purchases made of our product. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

Fees and Payment Terms

You will be responsible for all fees, charges, costs and expenses identified in the applicable order at the time of purchase together with all applicable sales and use taxes including value added taxes relating thereto. Unless otherwise mutually agreed, you are required to pay Intellum all fees associated with the purchase at the time of purchase using a credit card. All payments are nonrefundable. In addition to all other rights that Intellum may have under law or at equity, in the event that you fail to pay fees to Intellum when due, and those fees remain unpaid for fifteen (15) days beyond the day on which the fees became due, Intellum will have the right to suspend or terminate your rights to use the Web Sites, until the delinquent amounts are paid in full, together with interest thereon. You will pay interest of 1.5% per month or the maximum allowed under applicable law whichever is the lesser on all balances not paid when due compounded on a daily basis from the date on which the payment is due.

This “Fees and Payment Terms” section will survive any expiration or termination of these Terms of Service.

Term and Termination

We may deny, suspend, terminate or restrict your access to all or part of the Web Sites without notice in our reasonable discretion. The term of these Terms of Service and any order made under it will commence in accordance with the applicable order, and will continue unless and until you or we give the other notice of an intent to terminate or not renew your account and/or subscription, your notice must be provided within thirty (30) business days before your current term expires. Unless otherwise mutually agreed upon, the fees for your subscription to our Web Sites for each subsequent term will be at our standard, then-current charges for the applicable Web Sites. While you may stop using the Web Sites at any time, termination of your account for no reason or convenience does not relieve you of any obligation to pay any outstanding fees or require us to refund any prepaid fees. For clarity, month-to-month payment of subscription fees under annual terms are still due and are not refundable and the annual term will be automatically renewed unless the relevant annual subscription period is terminated by you within thirty (30) business days before your current term expires. You may terminate for cause a subscription of twelve (12) months or greater or our material breach of these Terms of Service, so long as you give us prior written notice and afford us not less than thirty (30) days to cure such breach. We may terminate these Terms of Service for cause and/or for the reasons detailed below (to the extent permissible under applicable law), and will make reasonable effort to notify you at least 30 days prior to termination via the email address that you provide to us, if: (a) you breach any provision of these Terms of Service (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these Terms of Service); or (b) you fail to make the timely payment of fees for the Websites.

Following termination, you shall immediately cease use of the Web Sites and any license granted to you under any agreement related to your use of the Web Sites shall immediately terminate. Upon termination, we may delete all of your data, and other information stored on our servers. 
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This “Term and Termination” section will survive any expiration or termination of these Terms of Service.

Optional Tools

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the Web Sites is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). 

Geographic Restrictions

The owner of the Web Sites has operations based in the state of Georgia in the United States and in England in the United Kingdom. Access to the Web Sites may not be legal by certain persons or in certain countries, for example persons living in or whose nationality is of countries that are subject to a United States Trade Embargo or United Kingdom Trade Restrictions (e.g. Iran, North Korea, Syria, and Sudan). If you access the Web Sites from outside the United States or United Kingdom, you do so on your own initiative and are responsible for compliance with local laws as it relates to your actions in using the Web Sites.

Disclaimer of Warranties

Except for and subject to any warranties expressly stated by Intellum in any other documentation or agreement that applies, directly or directly to you or for your benefit, this “Disclaimer of Warranties” Section shall apply.  You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Web Sites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEB SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEB SITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
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YOUR USE OF THE WEB SITES, THEIR CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEB SITES IS AT YOUR OWN RISK. THE WEB SITES, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEB SITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER INTELLUM NOR ANY PERSON ASSOCIATED WITH INTELLUM MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEB SITES. WITHOUT LIMITING THE FOREGOING, NEITHER INTELLUM NOR ANYONE ASSOCIATED WITH INTELLUM REPRESENTS OR WARRANTS THAT THE WEB SITES, THEIR CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEB SITES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEB SITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEB SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEB SITES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

INTELLUM HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
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This “Disclaimer of Warranty” section will survive any expiration or termination of these Terms of Service.

Limitation of Liability

IN NO EVENT WILL INTELLUM, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEB SITES, ANY WEB SITES LINKED TO IT, ANY CONTENT ON THE WEB SITES OR SUCH OTHER WEB SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEB SITE OR SUCH OTHER WEB SITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
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UNDER NO CIRCUMSTANCES WILL INTELLUM, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) TOTAL AMOUNTS PAID BY YOU UNDER THESE TERMS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM OR (B) FIVE HUNDRED UNITED STATES DOLLARS (USD 500).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

This “Limitation of Liability” section will survive any expiration or termination of these Terms of Service.

Indemnification

You agree to defend, indemnify and hold harmless Intellum, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) your violation of these Terms of Service; (ii) Your Content or any other data or material you submit or otherwise transmit through our Web Sites; (iii) your violation of any applicable laws or rights of another; (iv) your negligent or more culpable conduct; or (v) your use of the Web Sites. We may, at our own expense, elect to assume the exclusive defense and control of any third party claim otherwise subject to defense by you. You may not settle or compromise any claim subject to this section without our prior written consent in our sole discretion.
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This “Indemnification” section will survive any expiration or termination of these Terms of Service.

Consent to Electronic Communications

You agree that Intellum may send the following to you by email or by posting them on our website and mobile application: legal disclosures; these Terms of Service; Privacy Policy; future changes to any of the foregoing; and other notices, policies, communications or disclosures and information related to the Web Sites. You agree that Intellum may contact you via email, phone, text, or mail regarding your Intellum account or the Web Sites. You consent to receive such communications electronically. You agree to update your contact information to ensure accuracy. Your consent to conduct actions electronically covers all interactions between you and Intellum.
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If you later decide that you do not want to receive certain future communications electronically, please send an email to privacy@ Intellum.com or a letter to Building 7, Suite 500, Atlanta Georgia, 30305 USA. You may also opt out of certain electronic communications through your account or by following the unsubscribe instructions in any communication you receive from Intellum. Your withdrawal of consent will be effective within a reasonable time after we receive your withdrawal notice described above. Intellum will need to send you certain communications electronically regarding the Web Sites. You will not be able to opt out of those communications – e.g., communications regarding updates to the Terms of Service or information about billing. Your withdrawal of consent will not affect the legal validity or enforceability of the Terms of Service provided to and accepted by, you. If you withdraw your consent to receive communications electronically, certain Web Sites may become unavailable to you.

Arbitration Agreement

You agree that any dispute, claim or controversy arising out of or relating to these Terms of Service or the Web Sites (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court (the action described in the foregoing clause (i), an “Small Claims Action”); and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). You will also have the right to litigate any other Dispute if you provide us with written notice to opt out of arbitration (“Arbitration Opt-out Notice”) by email at legal@intellum.com or by regular mail to Building 7, Suite 500, Atlanta Georgia, 30305 USA within thirty (30) days following the date you first accept these Terms of Service, or if you have not registered for an account, then within thirty (30) days following the date you first use our Web Sites. If you do not provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of Georgia and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

Further, unless we otherwise agree in a writing signed by an authorized representative, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If a decision is issued stating that applicable law precludes enforcement of any limitations set forth in this agreement to arbitrate on the right to arbitrate claims on a class or representative basis, or as part of a consolidated proceeding, as to a given claim for relief, then that claim (and only that claim) must be severed from the arbitration and brought in the state or federal courts located in the Northern District of Georgia, USA. All other claims will be arbitrated.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Arbitration Agreement” section. (The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at USA 1-800-778-7879.) The USA Federal Arbitration Act will govern the interpretation and enforcement of this Section.
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A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. AAA provides a general form for a Demand for Arbitration and may provide a separate form for Demand for Arbitration for residents of a particular state, such as California. The arbitrator will be either a retired judge or an attorney licensed to practice law with at least 15 years of experience and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
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If your claim does not exceed USD 10,000, then the arbitration will be conducted solely on the basis of the documents that are submitted to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds USD 10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
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The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the Terms of Service of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. We will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees and expenses if we prevail in arbitration.
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Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed USD 75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
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Notwithstanding anything to the contrary in these Terms of Service, if we change this “Arbitration Agreement” section after the date you accepted these Terms of Service or access our Web Sites, you may reject any such change by sending us written notice (including by email to legal@intellum.com within 30 days of the date such change became effective, as indicated in the “Effective Date” listed at the beginning of these Terms of Service or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Arbitration Agreement” section as of the date you accepted these Terms of Service, or accessed our Web Sites.
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This “Arbitration Agreement” section will survive any expiration or termination of these Terms of Service.

Governing Law and Jurisdiction

All Small Claims Actions and IP Protection Actions relating to the Web Sites and these Terms of Service 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 Georgia, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia, USA or any other jurisdiction). 
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Any Small Claims Actions and IP Protection Actions arising out of, or related to, these Terms of Service or the Web Sites shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in the City of Atlanta and County of Fulton although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
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The exception to the preceding two paragraphs is that for all Small Claims Actions and IP Protection Actions relating to the Web Sites and these Terms of Service and Small Claims Actions and IP Protection Actions arising therefrom or related thereto from any purchase directly from Appitierre/Intellum UK or related to the use of the Bloom or Evolve product shall be governed by and construed in accordance with the internal laws of the England and Wales without giving effect to any choice or conflict of law provision or rule (whether of England or Wakes or any other jurisdiction).
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Any Small Claims Actions and IP Protection Actions arising out of, or related to, these Terms of Service or the Web Sites relating to the purchase directly from Appitierre/Intellum UK or related to the use of the Bloom or Evolve product shall be instituted exclusively in the courts of England and Wales although in respect of purchases from Appitierre/Intellum UK or related to the use of the Bloom or Evolve product we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
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This “Governing Law and Jurisdiction” section will survive any expiration or termination of these Terms of Service.

Waiver and Severability

No waiver by Intellum of any term or condition set forth in these Terms of Service 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 Intellum to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
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If any provision of these Terms of Service 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 of Service will continue in full force and effect.

Report Unethical Behavior

If you believe an Intellum Employee has treated you unethically, please let us know right away. We will investigate all reports and do our best to address the situation.

You can submit your report by sending it directly to the Intellum HQ:
Intellum
c/o Human Resources
Address: 3525 Piedmont Road, Building 7, Suite 500, Atlanta Georgia, 30305 USA
Phone: +1 404-890-7690
Fax: +1 404-745-0777
Email: legal@intellum.com

Entire Agreement

Except for any existing Master Services Agreements in place between your organization and Intellum, these Terms of Service and our Privacy Policy and any other online or printed documentation of Intellum constitute the sole and entire agreements between you and Intellum with respect to the Web Sites and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Web Sites.

Find Out More

You can connect with us here.

Impressum

Web Site Owner: Intellum, Inc.
Address: Building 7, Suite 500, Atlanta Georgia, 30305 USA
Phone: +1 404-890-7690
Fax: +1 404-745-0777
Email: legal@intellum.com
License Number: GA State Control No. 0036199

FOR CUSTOMERS SUBJECT TO THE GENERAL DATA PROTECTION REGULATION (GDPR), CLICK HERE TO REVIEW AND AGREE TO EXHIBIT A, DATA PROCESSING AGREEMENT