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Your personal data will be used to process your order, support your experience throughout this website, and for other purposes described in our privacy policy.
THIS AGREEMENT GOVERNS YOUR PURCHASE AND USE OF OUR SERVICES.
IF YOU ARE OFFERED AND ACCEPT (i) A FREE TRIAL OF OUR SERVICES; OR (ii) THE USE OF BETA SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL AND USE OF BETA SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY (INCLUDING ANY AFFILIATES) TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on March 3, 2017. It is effective between You and Us as of the date of Your acceptance of this Agreement.
Table of Contents
<p”Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Subscription Agreement.
“Beta Services” means Audex 360 services or functionality that may be made available to You, at Our sole discretion, to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by Audex 360 from publicly available sources or third party content providers and made available to You through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
“Documentation” means the Services usage instructions guides and policies, as updated from time to time, accessible via login to the Service.
“End Customer User” means a customer of Yours, whose information You have input into and for whom you have created a portal in Audex 360.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“MyIntelisys” means the interactive and customizable and interactive web portal that enables Intelisys sales partners and supplier partners greater visibility in managing their entire sales businesses.
“Non-Audex 360 Application” means a Web-based, mobile, offline or other software application functionality, including RPM or MyIntelisys, that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You, or is listed on an online directory or marketplace of applications that interoperate with the Services.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“RPM” means the RPM software service and applications, owned by RPM Software Inc., that interoperate with the Services.
“Services” means the products and services that are ordered by You under an Order Form or provided to You under a free trial or as Beta Services, and made available online by Us, including associated Audex 360 offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-Audex 360 Application(s).
“User” means an individual who is authorized by You or your End User Customer to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means the Intelisys, Inc., a South Carolina corporation, with whom You are contracting.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.
“Your Data” means electronic data and information submitted by or for you or your End Customer User to the Services, excluding Content, RPM and MyIntelisys.
If You are offered a free trial or the use of Beta Services, We will make one or more Services available to You on a trial basis free of charge until the earlier of (i) the end of the free trial period for which we agreed to your use of the applicable Services; (ii) the end of the Beta Service period, or (iii) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (iv) termination by Us in our sole discretion.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the applicable Service’s Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
3.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, and You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form or agree in an online form to additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).
3.3 Your Responsibilities. You will (a) be responsible for Users’ and End Customer Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any RPM with which You use Services or Content.
3.4 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Audex 360 Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Audex 360 Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Audex 360 product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
3.5 Removal of Content. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Audex 360 Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Audex 360 Application or modify the Non-Audex 360 Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Audex 360 Application until the potential violation is resolved.
4.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable Audex 360 standard support for the Services to You at no additional charge, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We will give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-Audex 360 Application, or denial of service attack.
4.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. Where Your use of the Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC) within the European Economic Area (EEA) the processing of personal data will comply with all applicable laws and EU Directives.
5.1. We or third parties may make available third-party products or services, including, for example, RPM, MyIntelisys and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-Audex 360 provider, product or service is solely between You and the applicable Non-Audex 360 provider. We do not warrant or support Non- Audex 360 Applications or other Non-Audex 360 products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.
5.2. Non- Audex 360 Applications and Your Data. If You choose to use Non- Audex 360 Applications with Our Service, You grant Us permission to allow the Non-Audex 360 provider to access Your Data as required for the interoperation of the Non-Audex 360 Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by Non-Audex 360 provider.
5.3. Integration with Non- Audex 360 Applications. The Services may contain features designed to interoperate with RPM. To use such features, You may be required to obtain access to such Non-Audex 360 Application from their providers, and may be required to grant Us access to Your account(s) on such Non-Audex 360 Application. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Audex 360 Application ceases to make the Non-Audex 360 Application available for interoperation with the corresponding Service features in a manner acceptable to Us.
6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services, and User and End Customer User subscriptions purchased and actual usage above the amount set forth in an Order Form, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Unless otherwise provided in an Order Form, We reserve the right to increase our Fees up to 5% each calendar year.
6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information. You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges will be made in advance, either annually or monthly as stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
6.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice) for billing notices, before suspending services to You.
6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes assessable against Us based on Our income, property and employees.
6.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and Content providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2. Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
7.3. License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-Audex 360 Application and program code created by or for You using a Service or for use by You with the Services, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-Audex 360 Application or such program code.
7.4. License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.
7.5. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-Audex 360 Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. Our Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-Audex 360 Application” Section above, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
10.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our sole discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Audex 360 Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You that arises from Content, a Non-Audex 360 Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.
10.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.
11.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.2. Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
12.2. Term of Purchased Subscriptions. The term of each subscription will be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions (except for monthly subscriptions) will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of termination as specified in an Order Form or of non-renewal at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of subscriptions, promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
12.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.3 (Termination) or pursuant to early termination as set forth in an Order Form, We will refund You any prepaid fees covering the remainder of term of all Order Forms after the effective date of termination, calculated by the full months remaining on the term. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
12.5. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
12.6. Surviving Provisions. The Sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and RPM,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
13.1. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which will clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
13.2. Agreement to Governing Law and Jurisdiction. Each party agrees to that this Agreement will be governed in all respects by the laws of the State of California without regard to its conflict of laws provisions, and controlling US Federal Laws, and to the exclusive jurisdiction of the courts located in San Francisco, California, USA.
14.1. Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at legal@intelisys.com.
14.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
14.4. Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You will not permit Users to access or use any Service or Content in a U.S. embargoed country or in violation of any U.S. export law or regulation.
14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
14.7. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and RPM,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
14.8. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
14.9. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Intelisys
Intelisys Communications, Inc. (“Intelisys”) Privacy Policy
Intelisys is committed to protecting its visitors’ and customers’ privacy. This Privacy Policy explains data collection and use practices of this website.
This Privacy Policy applies to all information that we collect at this website. While using this website you accept and agree to the terms and conditions of this Privacy Policy. To best serve your privacy needs and to adapt to changing industry or legal standards, we periodically review this Privacy Policy. We reserve the right at our sole discretion to make modifications or updates to this Privacy Policy at any time. Please consult this Privacy Policy periodically for the newest modifications and updates. If you have any questions regarding this Privacy Policy, please contact Intelisys through the Contact Us link on this website.
Intelisys, Inc., a ScanSource Company (“Intelisys” or “ScanSource”) Privacy Policy
Intelisys is committed to protecting its visitors’ and customers’ privacy. This Online Privacy Notice (the “Notice” or “Policy”) describes the types of personal data we obtain, how we utilize data, and with whom we share it. We also describe your rights and how you may contact us about privacy practices.
Intelisys is the data controller in respect to personal data that we collect or that you provide to us. This policy may be amended from time to time and was last updated on June 7, 2019. If you have any questions regarding this policy, please contact Intelisys through the Contact Us link on this website or see our contact details in the “How to Contact Us” section at the end of this Notice.
This online Privacy Notice is applicable to all information that we collect at this and any/all of Intelisys’ array of digital websites and platforms including, but not limited to: intelisys.com and any/all of its subdomains (events.intelisys.com, super9.intelisys.com, audex360.intelisys.com, channelconnect.intelisys.com, cxsummit.intelisys.com, podcast.intelisys.com, etc.), cloudservicesuniversity.com, myintelisys.com, intelisys.RPM.com), or through other digital communication means such as our own embedded webforms and advertisements placed on 3rd party sites (including job application forms for job opportunities we have listed on 3rd party portals), or through email and social media interactions with you.
We may collect personal data that you choose to share with us—including, but not limited to, your first and last name, physical address, email address, or telephone number when you:
Intelisys collects personally identifiable information from our users during the initial signup process, as well as during surveys or preference requests, event registrations, and during your normal use of our websites and platforms, including MyIntelisys and Cloud Services University. We use this information to contact you with offers, newsletters, and special promotions in which you have expressed interest, and to send you necessary business communications pertaining to your ongoing business relationship with us. Additional information, such as dietary preferences, preferred location, events, or group bookings, enable us to provide the best possible service to you in person or digitally based on your needs and communicated interests. You may also be given the opportunity to provide your cell/mobile phone number during various processes, or through a separate email from one of our affiliates. If you provide your cell number and agree/opt-in to receive text (SMS) messages on your cell phone, you will always have the option to “Opt-out” of any future text-based/SMS communication each time you receive an SMS.
We may also collect personal data in other contexts that we will notify you of at the time.
Information You Provide
Personal data you provide directly to us will be apparent from the context in which you provide it. For example:
Information We Collect Automatically
Our web servers may log information such as your operating-system type, browser type, domain, and other system settings, as well as the language your system uses and the country and time zone where your device is located. The web server logs may also record information such as the address of the web page that referred you to one of our sites, and the IP address of the device you use to connect to the internet. They may also log information about your interaction with the sites, such as which pages you visit. To control which web servers collect information by automated means, we may place tags called web beacons—small files that link web pages to particular web servers and their cookies. We also may collect information from your browser, such as your browsing history, and use it in conjunction with data gathered from forms and emails—to help us understand and respond to your needs.
Information You Provide
We may use personal data you provide to respond to your inquiry—for example, to contact you about your request, ask a question, provide announcements about products and future events, conduct surveys, consider your application for employment, and contact you for other reasons related to offering and improving our services. We use the personal data for these purposes because we have a legitimate business interest in providing services to our customers and other interested individuals that is not overridden by your interests, rights, and freedoms to protect personal data about you. Your email address is used to send email that is designated in our customer database or to send specific content that you subscribed to or requested directly. Your email and relevant content-viewing history may be provided to mutually interested third parties when you demonstrate an interest in their products and/or services on one of our sites (such as reading a blog or watching an educational video from a service provider on our Cloud Services University platform. Intelisys is not responsible for the timing, quantity, or quality of the materials which the third party may send to you via your email.)
Intelisys follows an opt-in, permission-based email and text-message (SMS) enrollment policy. Intelisys will NOT rent, sell, trade, or loan our lists to anyone. All emails contain links on how to unsubscribe from the client list, and how to request your data be updated. All SMS messages contain information on how to unsubscribe from our SMS lists. You may leave our lists at any time, for any reason.
In addition to the uses discussed above, we also may use the personal data you provide to:
Your data will be utilized for official Intelisys business purposes only. We do not sell or provide your data to third parties except as described under “4. Information We Share.” below.
We may also use the information we collect to protect against and prevent fraud, claims, and other liabilities, and to comply with or enforce applicable legal requirements, industry standards, and our policies and terms. We use personal data for these purposes when it is necessary to protect, exercise, or defend our legal rights, or when we are required to do so by law that applies to us.
Other Uses of Information
In addition to the uses described above, we may use personal data you provide or we collect for other purposes. Where that is the case, we will provide an additional privacy notice to you that describes the purposes for which we will use the personal data, and our legal basis for doing so.
We may share personal data with service providers that perform services on our behalf, such as payment service providers, analytics providers, hosting providers, and advisers. All service providers have entered into legally binding agreements requiring them to use or disclose personal data only as necessary to perform services on our behalf, or to comply with applicable legal requirements.
We may provide your contact information to interested third parties as described above, only when we have a legitimate business interest in doing so, to third parties with which we have a standing contractual relationship and obligation, and when doing so is to your benefit as well (specifically, we share contact information of our registered Sales Partners who have taken advantage of our Cloud Services University online learning platform with those educational Supplier Partners who have provided training or educational content on the University platform which the Partner has viewed or accessed, so that both parties may be in contact about opportunities and additional resources related to the content in question. We do not gain any material benefit from this share of data, and we do not provide data of any person or entity who is not a registered Sales Partner with Intelisys to any third parties in this process.)
In addition, we may disclose personal data about you: (a) if we are required or permitted to do so by law or legal process—for example, due to a court order or a request from a law enforcement agency; (b) when we believe disclosure is necessary or appropriate to prevent physical harm or financial loss; (c) in connection with an investigation of suspected or actual fraudulent or other illegal activity; and (d) in the event we sell or transfer all or a portion of our business or assets (including in the event of a reorganization, dissolution, or liquidation).
We may transfer the personal data we collect about you to recipients in countries other than the country in which the personal data originally was collected. Those countries may not have the same data-protection laws as the country in which you initially provided the personal data. When we transfer your personal data to recipients in other countries, we will protect that personal data as described in this Notice. You may request a copy of the safeguards that we have put in place in respect to transfers of personal data by contacting us as described in the How to Contact Us section below.
We may retain a copy of your information in accordance with law, and only so long as necessary to provide you with high-quality and consistent services, including marketing services and account information.
ScanSource has put in place certain technological and procedural security functions in order to protect the personal information it collects, uses, or transfers from loss, misuse, alteration, or destruction. ScanSource uses firewalls to help prevent outside parties from accessing our database server through the internet, and physical access to the database server is restricted to authorized individuals.
When transferring personally identifiable information to and from third parties, ScanSource uses TLS and SFTP (secure FTP) as required for Email Sender and Provider Coalition (ESPC) membership.
Information collected by our digital properties, or transferred to us from other sources, will be processed in the United States, Europe, or Latin America.
The time period for which we keep personal data depends on the purpose for which we collected it. In all cases, we keep it for as long as necessary to fulfill the purposes for which we collected it. We will then delete the personal data—unless we are legally required to retain it, or we need to retain it in order to comply with our legal obligations (for example, for tax and accounting purposes).
Subject to any applicable legal requirements, we typically retain personal data as follows:
Our sites use “cookies.” A cookie is a small text file that a website saves on your computer or mobile device when you visit the Site. We use cookies to tell us whether you have visited us before or if you are a new visitor. We also use cookies to help us identify site features in which you may have the greatest interest. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site.
Certain pages on our sites contain “web beacons” (also known as Internet tags, pixel tags, and clear GIFs). These web beacons allow third parties to obtain information such as IP address, the URL of the page on which the beacon appears, timestamps, browser type, and the information in cookies set by the third party.
Cookies
Analytics Technologies We Use
Your Choices
You can manage cookies through your web browser via the dialogue box popup on our site, or via the built-in controls your browser configuration provides. Most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. You can find out how to do this for your particular browser by clicking “help” on your browser’s menu, or by visiting www.allaboutcookies.org. Please note, however, that without cookies you may not be able to take full advantage of all our website features.
The following external links will explain how to manage cookies for the most common browsers:
In addition to the browser-based controls, you can manage third-party cookies by visiting www.aboutads.info/choices/.
Snippets and Custom Objects
We use snippets and custom objects in our HTML-based email campaigns to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. If you would like to opt out of these emails, you may change your settings at any time by clicking on the “change your preferences” link at the bottom of the email.
Links to Other Digital Properties
Communication that we send on a 3rd party’s behalf may contain links to other sites or digital properties that are not owned or controlled by Intelisys. Please be aware that Intelisys is not responsible for the privacy practices of these other properties and does not exercise authority over such properties. Therefore, Intelisys assumes no responsibility for the privacy and data-collection policies and procedures of such linked properties, nor for the content or reliability of such properties. If you choose to access a third-party property, you do so at your own risk.
You have the right to access the personal information that we hold about you.
Before providing personal information to you or your designated agent on your behalf, we may ask for proof of identity and sufficient information about your interactions with us, so we can locate your personal information.
If any of the personal information we hold about you is inaccurate or out of date, you may ask us to correct it by contacting your account management team.
If you would like to exercise any of these rights or lodge a complaint, please contact us using the information set out below.
If you have any questions or comments about this Notice or any issue relating to how we collect, use, or disclose personal data—or if you would like us to update information we have about you or your preferences—you may contact us at: Phone number: 800.944.2432
US Mail: ScanSource, Inc., Attn: Legal Dept, 12 Logue Court, Greenville, South Carolina 29615
Alternatively, you may contact us at:
Phone number: 800.944.2432
US Mail: ScanSource, Inc., Attn: Legal Dept, 12 Logue Court, Greenville, South Carolina 29615
We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will publicize such changes by means of a Notice on our home page by displaying a prominent “NOTICE” above the text of the Privacy Statement.
BY USING OR VISITING THIS WEBSITE YOU AGREE TO THE TERMS OF THIS PRIVACY POLICY IN FULL, WITHOUT DISPUTE.
Privacy Policy Effective Date: January 1, 2020
THIS AGREEMENT GOVERNS YOUR PURCHASE AND USE OF OUR SERVICES.
IF YOU ARE OFFERED AND ACCEPT (i) A FREE TRIAL OF OUR SERVICES; OR (ii) THE USE OF BETA SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL AND USE OF BETA SERVICES.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY (INCLUDING ANY AFFILIATES) TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on March 3, 2017. It is effective between You and Us as of the date of Your acceptance of this Agreement.
Table of Contents
<p”Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Master Subscription Agreement.
“Beta Services” means Audex 360 services or functionality that may be made available to You, at Our sole discretion, to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Content” means information obtained by Audex 360 from publicly available sources or third party content providers and made available to You through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.
“Documentation” means the Services usage instructions guides and policies, as updated from time to time, accessible via login to the Service.
“End Customer User” means a customer of Yours, whose information You have input into and for whom you have created a portal in Audex 360.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“MyIntelisys” means the interactive and customizable and interactive web portal that enables Intelisys sales partners and supplier partners greater visibility in managing their entire sales businesses.
“Non-Audex 360 Application” means a Web-based, mobile, offline or other software application functionality, including RPM or MyIntelisys, that is provided by You or a third party and interoperates with a Service, including, for example, an application that is developed by or for You, or is listed on an online directory or marketplace of applications that interoperate with the Services.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“RPM” means the RPM software service and applications, owned by RPM Software Inc., that interoperate with the Services.
“Services” means the products and services that are ordered by You under an Order Form or provided to You under a free trial or as Beta Services, and made available online by Us, including associated Audex 360 offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-Audex 360 Application(s).
“User” means an individual who is authorized by You or your End User Customer to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.
“We,” “Us” or “Our” means the Intelisys, Inc., a South Carolina corporation, with whom You are contracting.
“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.
“Your Data” means electronic data and information submitted by or for you or your End Customer User to the Services, excluding Content, RPM and MyIntelisys.
If You are offered a free trial or the use of Beta Services, We will make one or more Services available to You on a trial basis free of charge until the earlier of (i) the end of the free trial period for which we agreed to your use of the applicable Services; (ii) the end of the Beta Service period, or (iii) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (iv) termination by Us in our sole discretion.
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the applicable Service’s Documentation during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
3.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities specified in Order Forms and Documentation. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except as set forth in an Order Form, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or Content. If You exceed a contractual usage limit, and You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form or agree in an online form to additional quantities of the applicable Services or Content promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 6.2 (Invoicing and Payment).
3.3 Your Responsibilities. You will (a) be responsible for Users’ and End Customer Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any RPM with which You use Services or Content.
3.4 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service or Non-Audex 360 Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service or Non-Audex 360 Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-Audex 360 product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
3.5 Removal of Content. If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or third-party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-Audex 360 Application hosted on a Service by You may violate Our External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You will promptly disable such Non-Audex 360 Application or modify the Non-Audex 360 Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-Audex 360 Application until the potential violation is resolved.
4.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable Audex 360 standard support for the Services to You at no additional charge, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We will give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, Non-Audex 360 Application, or denial of service attack.
4.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled Disclosure) below, or (c) as You expressly permit in writing. Where Your use of the Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC) within the European Economic Area (EEA) the processing of personal data will comply with all applicable laws and EU Directives.
5.1. We or third parties may make available third-party products or services, including, for example, RPM, MyIntelisys and implementation and other consulting services. Any acquisition by You of such products or services, and any exchange of data between You and any Non-Audex 360 provider, product or service is solely between You and the applicable Non-Audex 360 provider. We do not warrant or support Non- Audex 360 Applications or other Non-Audex 360 products or services, whether or not they are designated by Us as “certified” or otherwise, unless expressly provided otherwise in an Order Form.
5.2. Non- Audex 360 Applications and Your Data. If You choose to use Non- Audex 360 Applications with Our Service, You grant Us permission to allow the Non-Audex 360 provider to access Your Data as required for the interoperation of the Non-Audex 360 Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by Non-Audex 360 provider.
5.3. Integration with Non- Audex 360 Applications. The Services may contain features designed to interoperate with RPM. To use such features, You may be required to obtain access to such Non-Audex 360 Application from their providers, and may be required to grant Us access to Your account(s) on such Non-Audex 360 Application. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-Audex 360 Application ceases to make the Non-Audex 360 Application available for interoperation with the corresponding Service features in a manner acceptable to Us.
6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form,(i) fees are based on Services, and User and End Customer User subscriptions purchased and actual usage above the amount set forth in an Order Form, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Unless otherwise provided in an Order Form, We reserve the right to increase our Fees up to 5% each calendar year.
6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information. You authorize Us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12.2 (Term of Purchased Subscriptions). Such charges will be made in advance, either annually or monthly as stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
6.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).
6.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.2 (Manner of Giving Notice) for billing notices, before suspending services to You.
6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. We are solely responsible for taxes assessable against Us based on Our income, property and employees.
6.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.
7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors and Content providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2. Access to and Use of Content. You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
7.3. License to Host Your Data and Applications. You grant Us, Our Affiliates and applicable contractors a worldwide, limited-term license to host, copy, transmit and display Your Data, and any Non-Audex 360 Application and program code created by or for You using a Service or for use by You with the Services, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-Audex 360 Application or such program code.
7.4. License to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.
7.5. Federal Government End Use Provisions. We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
8.2. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-Audex 360 Application Provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. Our Warranties. We warrant that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-Audex 360 Application” Section above, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
10.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our sole discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under “Audex 360 Warranties” above, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You that arises from Content, a Non-Audex 360 Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.
10.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of Your Data infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form or applicable law (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
10.3. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.
11.1. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11.2. Limitation of Liability. IN NO EVENT WILL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
12.2. Term of Purchased Subscriptions. The term of each subscription will be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions (except for monthly subscriptions) will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of termination as specified in an Order Form or of non-renewal at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of subscriptions, promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
12.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with Section 12.3 (Termination) or pursuant to early termination as set forth in an Order Form, We will refund You any prepaid fees covering the remainder of term of all Order Forms after the effective date of termination, calculated by the full months remaining on the term. If this Agreement is terminated by Us in accordance with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
12.5. Your Data Portability and Deletion. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
12.6. Surviving Provisions. The Sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and RPM,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
13.1. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which will clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant Services system administrator designated by You.
13.2. Agreement to Governing Law and Jurisdiction. Each party agrees to that this Agreement will be governed in all respects by the laws of the State of California without regard to its conflict of laws provisions, and controlling US Federal Laws, and to the exclusive jurisdiction of the courts located in San Francisco, California, USA.
14.1. Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department at legal@intelisys.com.
14.2. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (together with all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
14.4. Export Compliance. The Services, Content, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You will not permit Users to access or use any Service or Content in a U.S. embargoed country or in violation of any U.S. export law or regulation.
14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
14.7. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Customer Data Portability and Deletion,” “Removal of Content and RPM,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.
14.8. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
14.9. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
Intelisys
Intelisys Communications, Inc. (“Intelisys”) Privacy Policy
Intelisys is committed to protecting its visitors’ and customers’ privacy. This Privacy Policy explains data collection and use practices of this website.
This Privacy Policy applies to all information that we collect at this website. While using this website you accept and agree to the terms and conditions of this Privacy Policy. To best serve your privacy needs and to adapt to changing industry or legal standards, we periodically review this Privacy Policy. We reserve the right at our sole discretion to make modifications or updates to this Privacy Policy at any time. Please consult this Privacy Policy periodically for the newest modifications and updates. If you have any questions regarding this Privacy Policy, please contact Intelisys through the Contact Us link on this website.
Intelisys, Inc., a ScanSource Company (“Intelisys” or “ScanSource”) Privacy Policy
Intelisys is committed to protecting its visitors’ and customers’ privacy. This Online Privacy Notice (the “Notice” or “Policy”) describes the types of personal data we obtain, how we utilize data, and with whom we share it. We also describe your rights and how you may contact us about privacy practices.
Intelisys is the data controller in respect to personal data that we collect or that you provide to us. This policy may be amended from time to time and was last updated on June 7, 2019. If you have any questions regarding this policy, please contact Intelisys through the Contact Us link on this website or see our contact details in the “How to Contact Us” section at the end of this Notice.
This online Privacy Notice is applicable to all information that we collect at this and any/all of Intelisys’ array of digital websites and platforms including, but not limited to: intelisys.com and any/all of its subdomains (events.intelisys.com, super9.intelisys.com, audex360.intelisys.com, channelconnect.intelisys.com, cxsummit.intelisys.com, podcast.intelisys.com, etc.), cloudservicesuniversity.com, myintelisys.com, intelisys.RPM.com), or through other digital communication means such as our own embedded webforms and advertisements placed on 3rd party sites (including job application forms for job opportunities we have listed on 3rd party portals), or through email and social media interactions with you.
We may collect personal data that you choose to share with us—including, but not limited to, your first and last name, physical address, email address, or telephone number when you:
Intelisys collects personally identifiable information from our users during the initial signup process, as well as during surveys or preference requests, event registrations, and during your normal use of our websites and platforms, including MyIntelisys and Cloud Services University. We use this information to contact you with offers, newsletters, and special promotions in which you have expressed interest, and to send you necessary business communications pertaining to your ongoing business relationship with us. Additional information, such as dietary preferences, preferred location, events, or group bookings, enable us to provide the best possible service to you in person or digitally based on your needs and communicated interests. You may also be given the opportunity to provide your cell/mobile phone number during various processes, or through a separate email from one of our affiliates. If you provide your cell number and agree/opt-in to receive text (SMS) messages on your cell phone, you will always have the option to “Opt-out” of any future text-based/SMS communication each time you receive an SMS.
We may also collect personal data in other contexts that we will notify you of at the time.
Information You Provide
Personal data you provide directly to us will be apparent from the context in which you provide it. For example:
Information We Collect Automatically
Our web servers may log information such as your operating-system type, browser type, domain, and other system settings, as well as the language your system uses and the country and time zone where your device is located. The web server logs may also record information such as the address of the web page that referred you to one of our sites, and the IP address of the device you use to connect to the internet. They may also log information about your interaction with the sites, such as which pages you visit. To control which web servers collect information by automated means, we may place tags called web beacons—small files that link web pages to particular web servers and their cookies. We also may collect information from your browser, such as your browsing history, and use it in conjunction with data gathered from forms and emails—to help us understand and respond to your needs.
Information You Provide
We may use personal data you provide to respond to your inquiry—for example, to contact you about your request, ask a question, provide announcements about products and future events, conduct surveys, consider your application for employment, and contact you for other reasons related to offering and improving our services. We use the personal data for these purposes because we have a legitimate business interest in providing services to our customers and other interested individuals that is not overridden by your interests, rights, and freedoms to protect personal data about you. Your email address is used to send email that is designated in our customer database or to send specific content that you subscribed to or requested directly. Your email and relevant content-viewing history may be provided to mutually interested third parties when you demonstrate an interest in their products and/or services on one of our sites (such as reading a blog or watching an educational video from a service provider on our Cloud Services University platform. Intelisys is not responsible for the timing, quantity, or quality of the materials which the third party may send to you via your email.)
Intelisys follows an opt-in, permission-based email and text-message (SMS) enrollment policy. Intelisys will NOT rent, sell, trade, or loan our lists to anyone. All emails contain links on how to unsubscribe from the client list, and how to request your data be updated. All SMS messages contain information on how to unsubscribe from our SMS lists. You may leave our lists at any time, for any reason.
In addition to the uses discussed above, we also may use the personal data you provide to:
Your data will be utilized for official Intelisys business purposes only. We do not sell or provide your data to third parties except as described under “4. Information We Share.” below.
We may also use the information we collect to protect against and prevent fraud, claims, and other liabilities, and to comply with or enforce applicable legal requirements, industry standards, and our policies and terms. We use personal data for these purposes when it is necessary to protect, exercise, or defend our legal rights, or when we are required to do so by law that applies to us.
Other Uses of Information
In addition to the uses described above, we may use personal data you provide or we collect for other purposes. Where that is the case, we will provide an additional privacy notice to you that describes the purposes for which we will use the personal data, and our legal basis for doing so.
We may share personal data with service providers that perform services on our behalf, such as payment service providers, analytics providers, hosting providers, and advisers. All service providers have entered into legally binding agreements requiring them to use or disclose personal data only as necessary to perform services on our behalf, or to comply with applicable legal requirements.
We may provide your contact information to interested third parties as described above, only when we have a legitimate business interest in doing so, to third parties with which we have a standing contractual relationship and obligation, and when doing so is to your benefit as well (specifically, we share contact information of our registered Sales Partners who have taken advantage of our Cloud Services University online learning platform with those educational Supplier Partners who have provided training or educational content on the University platform which the Partner has viewed or accessed, so that both parties may be in contact about opportunities and additional resources related to the content in question. We do not gain any material benefit from this share of data, and we do not provide data of any person or entity who is not a registered Sales Partner with Intelisys to any third parties in this process.)
In addition, we may disclose personal data about you: (a) if we are required or permitted to do so by law or legal process—for example, due to a court order or a request from a law enforcement agency; (b) when we believe disclosure is necessary or appropriate to prevent physical harm or financial loss; (c) in connection with an investigation of suspected or actual fraudulent or other illegal activity; and (d) in the event we sell or transfer all or a portion of our business or assets (including in the event of a reorganization, dissolution, or liquidation).
We may transfer the personal data we collect about you to recipients in countries other than the country in which the personal data originally was collected. Those countries may not have the same data-protection laws as the country in which you initially provided the personal data. When we transfer your personal data to recipients in other countries, we will protect that personal data as described in this Notice. You may request a copy of the safeguards that we have put in place in respect to transfers of personal data by contacting us as described in the How to Contact Us section below.
We may retain a copy of your information in accordance with law, and only so long as necessary to provide you with high-quality and consistent services, including marketing services and account information.
ScanSource has put in place certain technological and procedural security functions in order to protect the personal information it collects, uses, or transfers from loss, misuse, alteration, or destruction. ScanSource uses firewalls to help prevent outside parties from accessing our database server through the internet, and physical access to the database server is restricted to authorized individuals.
When transferring personally identifiable information to and from third parties, ScanSource uses TLS and SFTP (secure FTP) as required for Email Sender and Provider Coalition (ESPC) membership.
Information collected by our digital properties, or transferred to us from other sources, will be processed in the United States, Europe, or Latin America.
The time period for which we keep personal data depends on the purpose for which we collected it. In all cases, we keep it for as long as necessary to fulfill the purposes for which we collected it. We will then delete the personal data—unless we are legally required to retain it, or we need to retain it in order to comply with our legal obligations (for example, for tax and accounting purposes).
Subject to any applicable legal requirements, we typically retain personal data as follows:
Our sites use “cookies.” A cookie is a small text file that a website saves on your computer or mobile device when you visit the Site. We use cookies to tell us whether you have visited us before or if you are a new visitor. We also use cookies to help us identify site features in which you may have the greatest interest. Cookies may enhance your online experience by saving your preferences while you are visiting a particular site.
Certain pages on our sites contain “web beacons” (also known as Internet tags, pixel tags, and clear GIFs). These web beacons allow third parties to obtain information such as IP address, the URL of the page on which the beacon appears, timestamps, browser type, and the information in cookies set by the third party.
Cookies
Analytics Technologies We Use
Your Choices
You can manage cookies through your web browser via the dialogue box popup on our site, or via the built-in controls your browser configuration provides. Most browsers will tell you how to stop accepting new cookies, how to be notified when you receive a new cookie, and how to disable existing cookies. You can find out how to do this for your particular browser by clicking “help” on your browser’s menu, or by visiting www.allaboutcookies.org. Please note, however, that without cookies you may not be able to take full advantage of all our website features.
The following external links will explain how to manage cookies for the most common browsers:
In addition to the browser-based controls, you can manage third-party cookies by visiting www.aboutads.info/choices/.
Snippets and Custom Objects
We use snippets and custom objects in our HTML-based email campaigns to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. If you would like to opt out of these emails, you may change your settings at any time by clicking on the “change your preferences” link at the bottom of the email.
Links to Other Digital Properties
Communication that we send on a 3rd party’s behalf may contain links to other sites or digital properties that are not owned or controlled by Intelisys. Please be aware that Intelisys is not responsible for the privacy practices of these other properties and does not exercise authority over such properties. Therefore, Intelisys assumes no responsibility for the privacy and data-collection policies and procedures of such linked properties, nor for the content or reliability of such properties. If you choose to access a third-party property, you do so at your own risk.
You have the right to access the personal information that we hold about you.
Before providing personal information to you or your designated agent on your behalf, we may ask for proof of identity and sufficient information about your interactions with us, so we can locate your personal information.
If any of the personal information we hold about you is inaccurate or out of date, you may ask us to correct it by contacting your account management team.
If you would like to exercise any of these rights or lodge a complaint, please contact us using the information set out below.
If you have any questions or comments about this Notice or any issue relating to how we collect, use, or disclose personal data—or if you would like us to update information we have about you or your preferences—you may contact us at: Phone number: 800.944.2432
US Mail: ScanSource, Inc., Attn: Legal Dept, 12 Logue Court, Greenville, South Carolina 29615
Alternatively, you may contact us at:
Phone number: 800.944.2432
US Mail: ScanSource, Inc., Attn: Legal Dept, 12 Logue Court, Greenville, South Carolina 29615
We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will publicize such changes by means of a Notice on our home page by displaying a prominent “NOTICE” above the text of the Privacy Statement.
BY USING OR VISITING THIS WEBSITE YOU AGREE TO THE TERMS OF THIS PRIVACY POLICY IN FULL, WITHOUT DISPUTE.
Privacy Policy Effective Date: January 1, 2020