The Intellicasting service ("Service") is owned and operated by Intellicasting, LLC ("Intellicasting") and is provided to the subscriber ("you" or Subscriber") via Intellicasting's website (the "Site") under the following terms and conditions, including the terms and conditions on the written Invoice, if any, provided to Subscriber (collectively, the "Terms of Service").
Limited License
Intellicasting grants to Subscriber a nonexclusive, nontransferable, limited license to access the Site to the extent necessary to receive and use the Service. You acknowledge that, except for such limited license, Subscriber will have no right to or interest in the Site, any related technology, software or templateintellectual property or any content on the Site (other than Subscriber's data), and that Intellicasting has and will retain full and exclusive rights thereto.
Subscriber's Obligations and Prohibitions
By completing the on-line application and acceptance process, you are agreeing to be legally bound by all of the Terms of Service. If you do not agree, do not continue with the acceptance process. Violation of any of the Terms of Service may result in termination of Subscriber's account. You represent and warrant that you are at least 18 years of age and are authorized to enter into this Agreement on behalf of Subscriber. You must complete the on-line application fully and honestly. You are responsible for maintaining your account and password security. Intellicasting is not liable for any loss or damage from your failure to comply. You are responsible for all content and entries in your account. You are responsible for implementing adequate procedures to satisfy your particular requirements for accuracy of data input and output and for maintaining a means external to the Service for the reconstruction of any lost data. Additional users must be registered. Only you and your authorized employees or advisors may access your account using your username and password. You will not provide access to or give any part of the Service to any third party, nor reproduce, reverse engineer, modify, copy, deconstruct, sell, trade, or resell the Service, nor make the Service available on any file-sharing or application hosting service, nor compete with Intellicasting in the provision of such Service to others. You may not use the Service for any illegal activity or venture. You will refrain from using the Service to post or make any threatening, libelous, obscene, harassing or offensive remarks, any material that violates any third party's intellectual property rights or anything in violation of criminal laws. You will refrain from using the Service to impersonate someone else, engage in spamming; or introduce any virus or harmful software. You will indemnify and hold Intellicasting harmless from all claims and damages arising from your use of the Services via your account or any secondary accounts.
Subscriber Acknowledgements
You acknowledge that the Service is not endorsed or sponsored by any franchisor or other third party. You acknowledge and agree that Intellicasting neither endorses nor assumes responsibility for the contents of your data or communications. You acknowledge that Intellicasting is not in the business of providing legal, financial, accounting, tax or other professional services or advice and that Intellicasting has neither sought nor obtained approval from the Department of Labor or other regulatory body for the accuracy or acceptability of the Service. Customer is advised to consult with a competent professional concerning the results of using the Service. You acknowledge and agree that Intellicasting is permitted to engage in certain technical processing of content when required to: (1) send and receive messages; (2) conform to connecting networks' technical requirements; (3) conform to the limitations of the Service; or (4) conform to other similar requirements.
Pricing and Payment
Fees and charges for the Service you select are provided during the subscription ordering process, as well as on the Intellicasting website. You agree to pay the charges applicable to your subscription, as well as any applicable taxes and other charges. Monthly recurring charges will be billed one month in advance. Annual charges will be billed 30 days prior to the anniversary of your subscription. Intellicasting or its agent will charge your credit card on a monthly basis as set forth during the subscription/ordering process. Intellicasting does not accept debit cards for payment of any charges or fees.
Discontinuation of Service for Nonpayment
The Service may be denied or discontinued without notice at any time if your credit card provider denies or discontinues providing credit to you for any reason, or you fail to make payment when due or provide us with a new credit card expiration date before the existing one expires.
Cancellation or Modification of the Service
You have the option to change your Service at any time by notifying us, provided that you qualify for and comply with all requirements of that Service. Your subscription to the Service will automatically renew on a monthly or annual basis until Intellicasting is notified, via phone or email, of your request to cancel the Service. There are no refunds on partial months or pro-rated cancellation of Service.
Term and Termination
Your subscription goes into effect upon your acceptance as indicated in "Subscriber's Obligations" above and will continue until terminated by you or Intellicasting. You may terminate your subscription effective upon giving written notice to Intellicasting. You acknowledge that any software installed as part of the Service may cease to operate, update or function properly after termination of any subscription. Intellicasting may terminate your subscription and the Service if: (a) you are in breach of any of the Terms of Service; (b) your use of the Service is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to the Service, Intellicasting's network, or the use and enjoyment of the Service by others; (c) Intellicasting receives an order from a court to terminate your Service; (d) Intellicasting for any reason ceases to offer the Service; or (e) if you are no longer an Intellicasting customer, then Intellicasting at its sole election may terminate or suspend your Service immediately without notice.
Limited Warranty and Disclaimer
Intellicasting warrants that the Service will be provided in a professional manner substantially in accordance with prevailing industry standards. EXCEPT FOR THE PRECEDING SENTENCE, THE SERVICE AND THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE." INTELLICASTING MAKES NO OTHER REPRESENTATIONS OR WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. INTELLICASTING DOES NOT WARRANT THAT THE SERVICE IS SECURE OR FREE FROM ERRORS, VIRUSES OR INTERRUPTION. INTELLICASTING DOES NOT WARRANT THE AVAILABILITY OF THIRD PARTY SOFTWARE OR APPLICATION PROGRAMMING INTERFACES INCLUDED WITH THE SERVICE. INTELLICASTING DOES NOT REPRESENT OR WARRANT THAT CUSTOMER'S USE OF THE SERVICE WILL ENSURE COMPLIANCE WITH ANY TAX OR OTHER LEGAL OBLIGATIONS, NOR THAT THE CALCULATIONS OR OTHER DATA PROVIDED BY THE SERVICE WILL BE VALIDATED IN ANY GOVERNMENT AUDIT OR INVESTIGATION. Intellicasting recognizes that your data is important and takes industry-standard, commercially reasonable measures to protect it on the Service. However, you agree that Intellicasting cannot and does not guarantee or warrant that data will not be lost or corrupted or free of defects, infection or viruses or other code having contaminating, malicious or destructive properties.
Liability Limitation
EXCEPT AS OTHERWISE PROVIDED ABOVE AND WITHOUT LIMITING SUBSCRIBER'S OBLIGATION TO PAY FOR THE SERVICES, (a) NEITHER PARTY WILL BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO COLLECT ANY SUCH DAMAGES, AND (b) EACH PARTY'S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY SUBSCRIBER TO INTELLICASTING HEREUNDER.
Availability of Service, Maintenance, Updates and Amendments to the Terms of Service
Subscriber acknowledges that the Service may not be available at all times, and may not be available in the format generally marketed., and that some personal computers may not be able to receive or process the Service. Intellicasting, its suppliers and licensors may, at any time, without notice or liability to you, restrict in whole or in part the use of the Service or limit availability in order to perform maintenance activities and to maintain session control or for any other purpose. Intellicasting reserves the right to update and change the Terms of Service, as well as the Service itself from time to time without notice. Any changes to the Service, including the release of new tools and resources, will be subject to the Terms of Service. Continued use of the Service after any such changes will constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at: http://www.intellicasting.com/terms-of-service
Disputes
Any dispute or claim relating to the Service or the Terms of Service will be resolved by binding arbitration, rather than in court. The commercial arbitration rules of the American Arbitration Association will apply and the arbitration will be held before a single arbitrator in Cincinnati, Ohio.
General
The Terms of Service is the entire agreement between the Subscriber and Intellicasting and replaces all prior understandings, communications and agreements, oral or written, on these matters. You cannot assign or transfer the Service or your rights or obligations under the Terms of Service to anyone without Intellicasting's written permission. The Terms of Service will be construed in accordance with and governed by the laws of the State of Ohio. No modification, amendment or waiver of any provision of the Terms of Service will be effective unless it is in writing and signed by both you and Intellicasting.