Acceptance of Terms. This website (the “Site”) is provided by Intellicene Inc. (collectively with its subsidiaries, “Intellicene,” “we,” “us,”). You must be at least 18 years old to use this site. Please read these Terms of Service (the “Terms”) carefully because they are a binding agreement between you and Intellicene. You agree that by registering with, or by using the Site, you are entering into a legally binding agreement with us based on these Terms, including other information provided as part of the Site. If you are using the Site on behalf of a company or other legal entity, you are nevertheless bound by these Terms. We may update the Terms from time to time in our sole discretion by posting a revised version of the Terms. If we do so, we will post a “Last Revised” legend at the top of the Terms so you can determine if any changes have been made. If you do not agree to these Terms, please do not use the site.
The Terms apply to the entirety of any website to which they attach, and all Intellicene sub-sites accessed from such sites (collectively, the “Site“). Some areas of the Site (for example our password protected Communities) or Services may have additional rules, guidelines, license agreements, user agreements or other terms and conditions that apply to your access or use of that area of the Site or Services. If there is a conflict or inconsistency between these Terms and the rules, guidelines, license agreement, user agreement, or other terms and conditions for a specific area of the Site or for specific Services (including Content), the latter shall have precedence with respect to your access and use of that area of the Site or Service. In the event you have a separate agreement with Intellicene governing the use of those specific areas of the Site or for those specific Services, notwithstanding the foregoing, that separate agreement will continue to govern and control your use.
Description of the Content and Services. Intellicene provides you with access to certain content concerning Intellicene and its products and services, including descriptions, contact information, links, and other specialized content (collectively, the “Content“), as well as opportunities to contact Intellicene or third parties, and other features and services (all of the foregoing, collectively with the Content, the “Services“). All new Content, Services, or features made available through the Site that were not made available as of the “Last Revised” date above, shall automatically become subject to this Agreement.
As part of the registration process for certain Services, you will be asked to select a username and password. We may refuse registration to anyone, and/or require additional information prior to accepting any registration, in our sole discretion. Furthermore, we may refuse to grant you a username that impersonates someone else, is or may be illegal, is or may be protected by trademark or other proprietary rights law, is vulgar or otherwise offensive, or may cause confusion, as determined by us in our sole discretion. You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Services or any part of the Content to any third party. If you have reason to believe that your account with us is no longer secure, you must immediately notify us of the problem by emailing us at info@Intellicene.com. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.
The Site may include inaccuracies or errors, or materials that violate or conflict with these Terms. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of such a situation, please contact us at info@Intellicene.com with a description of the material(s) at issue, and the location (“URL”) where such material(s) appear.
Links. The Site may provide links to other Internet websites and resources which are not owned or maintained by Intellicene. Because Intellicene has no control over such sites and resources, you acknowledge and agree that Intellicene is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available through such sites or resources. Other websites may provide links to the Site with or without Intellicene’s authorization. Intellicene has no control over the sites that provide links to the Site, and you acknowledge and agree that Intellicene does not endorse such sites and is not responsible for any links from those sites to the Site, for any content, advertising, products, or other materials available on or through such other sites, or for any loss or damages caused by using or relying on any such materials. You further acknowledge and agree that Intellicene shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or inability to use: (a) any sites or resources to which Intellicene provides links, or that provide links to the Site; or (b) any content, goods, or services available on or through any such sites or resources. Intellicene shall have the right, but not the obligation, at any time and in its sole discretion, to block links to the Site through technological or other means, without prior notice. Additionally, you agree that Intellicene shall not be responsible or liable for any loss or damage of any sort incurred in connection with any dealings with any third-party which you may encounter as a result of using the Site or as the result of the presence of such third parties’ materials on the Site.
Limitations on Use and Termination. Intellicene does not promise, represent, or warrant that the Site will be available at all times or in all areas. Intellicene may require you to register to receive access to and use certain Content or Services (each as defined below), and/or deny certain Content or Services to you at any time for any or no reason (provided not in contravention with the law). Intellicene reserves the right to, at any time: (a) modify or discontinue, temporarily or permanently, the Site (or any part thereof) without notice; (b) charge fees for the use of the Site; and/or (c) modify and/or waive any fees charged in connection with the Site. You agree that Intellicene shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site, or of any Content or Service. You agree that Intellicene, in its sole discretion, may terminate your use of the Site or any part thereof, at any time and for any reason and without prior notice. Upon termination of these Terms, your right to use the Site will immediately cease. If you do not agree to these limitations, please do not use our site.
Acceptable Use Policy. While using the Site, you agree to comply with all applicable laws, rules, and regulations. In addition, Intellicene expects users of the Site to respect the rights and dignity of others, and your use thereof is conditioned on your compliance with the following Acceptable Use Policy. You agree that you will not:
Create a database by systematically downloading and storing all or any of the Content from the Site, or frame or mirror any party of the Site without Intellicene’s expressed written authorization.
Except with respect to Feedback, you do not transfer ownership of your Postings simply by posting it. However, by providing such Postings, you grant us, our agents, licensees, and assigns an irrevocable, perpetual (non-exclusive) right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Postings. Without those rights, we could not offer our related Services. Please note that this license to your Postings continues even if you stop using our Sites.
You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Postings you post.
Feedback. If you send us any information, ideas, suggestions, or other communications to us concerning Intellicene’s offerings or future offerings that Intellicene may develop (“Feedback”), those communications will not be confidential. We reserve the right to reproduce, use, disclose, and distribute such communications without restriction. By submitting Feedback for consideration, you are agreeing to assign, and hereby assign, to Intellicene all intellectual property rights in such Feedback without obligation of any kind to you or to any third party. You agree that Intellicene is free to use (or not) use such Feedback in any manner. You represent that you are authorized, and have all rights necessary, to share such Feedback and assign such intellectual property rights exclusively to Intellicene and that you will assist Intellicene in securing its rights to such Feedback upon request.
Intellicene’s Proprietary Rights. You acknowledge and agree that the information and materials presented to you on or through the Site, including without limitation the Content and the Services, are and shall remain the property of Intellicene and its licensors and suppliers, and are protected by copyright, trademark, patent, and/or other proprietary rights and laws. You may download one (1) copy of any material publicly available on the Site for your personal, non-commercial use only, provided that you keep intact all copyright and other proprietary notices, and subject to all other terms and conditions of this Agreement. Except as expressly authorized in advance by Intellicene, you agree not to copy, modify, rent, lease, loan, sell, distribute, or create derivative works based (whether in whole or in part) on, any materials, including without limitation the Content and the Services, that are made available on or through the Site.
You may request, and Intellicene may provide, from time to time, certain Content which is confidential information of Intellicene, and which Intellicene intends to protect as confidential, including without limitation copies of materials presented at Intellicene online seminars. Such Content is generally marked “confidential” or with a similar legend, unless posted on an extranet or other part of the Site with restricted access. In addition to the restrictions on the use of any Content set forth above, you agree to hold all confidential Content in strict confidence, not to disclose it to any third party, and to use at least reasonable care to protect its confidentiality and prevent its unauthorized use or disclosure.
Intellicene Intellectual Property. All trademarks and service marks on the Site not owned by Intellicene are the property of their respective owners. The trade names, trademarks, and service marks owned by Intellicene, whether registered or unregistered, may not be used in connection with any product or service that is not Intellicene’s, or in any manner that is likely to cause confusion with customers. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Intellicene’s trade names, trademarks, or service marks without the prior express written permission of Intellicene.
DISCLAIMER OF WARRANTIES
THIS SITE AND ANY SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS AND INTELLICENE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF INFORMATION ON THE SITE OR ANY LINKED THIRD-PARTY SITE. INTELLICENE DOES NOT UNDERTAKE ANY OBLIGATION TO UPDATE OR REVISE ANY INFORMATION ON THE SITE OR PROVIDED AS A PART OF THE SERVICES, INCLUDING IN THE EVENT SUCH INFORMATION IS NOT ACCURATE OR HAS CHANGED.
LIMITATION OF LIABILITY
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT, YOU MAY HAVE LEGAL RIGHTS CONTRARY TO THIS SECTION OR THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU. SUBJECT TO THE FOREGOING, YOU EXPRESSLY UNDERSTAND AND AGREE THAT INTELLICENE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), WHETHER OR NOT INTELLICENE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SITE; (b) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (d) ANY OTHER MATTER RELATING TO THE SITE.
Your Representations and Warranties; Indemnity. You represent and warrant that you will comply with these Terms and all applicable laws in connection with your use of the Site and Services. You agree to defend, indemnify, and hold harmless Intellicene and its sponsors, directors, officers, shareholders, licensors, employees, agents, and representatives, from and against all claims, losses, costs, damages, liabilities, and expenses (including but not limited to attorneys and professional fees) arising out of: (a) your activities in connection with the Site or Services; (b) any violation of these Terms by you; or (c) any allegation that anything you transmit through or in connection with the Site, including without limitation, any Postings or Feedback, infringes or otherwise violates the copyright, trademark, trade secret, privacy, or other rights of any third party.
Disclosure Regarding Forward Looking Statements. Intellicene is including the following cautionary statement in this corporate website (the “Site”) to make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any Forward-Looking Statements made by, or on behalf of, Intellicene. Statements appearing on the Site that concern Intellicene, its affiliated companies, or it and their management and that are not historical facts are “Forward-Looking Statements“. These Forward-Looking Statements are not guarantees of future performance and they are based on management’s expectations and beliefs in light of the information currently available to it, and involve a number of known and unknown risks, uncertainties, assumptions, and other important factors, any of which could cause Intellicene’s actual results or conditions to differ materially from those expressed in or implied by these Forward-Looking Statements. Intellicene is a publicly traded Delaware corporation and it files quarterly and annual reports with the United States Securities and Exchange Commission (the “SEC”) in Washington, D.C. Copies of Intellicene’s most recent reports and other filings it makes with the SEC can be accessed through the SEC’s EDGAR system located at www.sec.gov or may be obtained at no charge from Intellicene. For a detailed discussion of these risk factors, see our current annual report filed with the SEC and in other filings we make with the SEC. The information contained on the Site may not be current and should not be used or relied on for any decision to invest in, purchase, retain, sell or otherwise transfer the stock of Intellicene or for any related purpose. We disclaim any obligation or responsibility to update, revise or supplement any Forward-Looking Statement or any other statements appearing on the Site.
Jurisdictional. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to its conflicts of law principles, and shall be subject to the exclusive jurisdiction of competent courts in New York, New York. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods shall not apply in any respect to this Agreement. The Site is controlled and operated by Intellicene from its principal office in the State of New York, U.S.A., and is not intended to subject Intellicene to the laws or jurisdiction of any state, country, or territory other than the State of New York and the United States of America. Intellicene does not represent or warrant that the Site, Content, or Services, or any aspect thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with local laws. We may limit the availability of the Site to any person, geographic area, or jurisdiction we choose, at any time in our sole discretion.
Arbitration. Any controversy or claim arising out of or relating hereto or a breach hereof, shall be settled by arbitration before a single arbitrator (selected from persons having experience with and knowledge of the computer business) in New York City and administered by the American Arbitration Association. Any provisional or equitable remedy available from a court of law shall be available from the arbitrators. The parties consent to the jurisdiction of the courts of the State of New York or to any Federal Court located within such State for any action to compel arbitration or enforce the award of the arbitrator and to service of process therein by registered mail, return receipt requested, or by any other means provided by law. The award of the arbitrator may be entered or judicially accepted and shall be enforceable in any court of competent jurisdiction.
Miscellaneous. This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement will not be affected in any way. You may not assign, sublicense, or otherwise transfer any or all of your rights or obligations under this Agreement without Intellicene’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. This Agreement, together with all policies referred to herein, is the entire Agreement between you and Intellicene relating to your use of the Site and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Intellicene with respect to such subject matter. Notices to you may be made via either email or regular mail, or by displaying such notices or by providing links to such notices. Without limitation, you agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Information or Complaints. If you have a question or complaint regarding the Site, please send an e-mail to info@Intellicene.com.
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