Terms & Conditions
Intely SaaS Agreement
Services. Intely will provide Customer with a proprietary cloud-based software-as-a-service platform and related content, data and services (the “Services”) as described in any SOWs, sales quotes, or order forms agreed by both parties ("Order Form"), subject to the terms and conditions of such Order Form and this Intely SaaS Agreement (collectively, the “Agreement”).
1. SAAS SERVICES AND SUPPORT
1.1 Customer authorizes Intely to provide the Services and agrees to the Customer responsibilities set forth in this Agreement. The Services are subject to modification from time to time at Intely’s discretion, provided that Intely will not materially reduce the aggregate features and functionalities of the Services during the Term of this Agreement.
1.2 Intely or its Authorized Reseller will provide reasonable support to Customer for the Services as described in the Order Form. Each Customer end-user of the Services must (a) be a current employee or contractor of Customer using the Services solely only on Customer’s behalf and (b) be bound by obligations that are no less protective of the Services than the terms set forth in this Agreement. Customer will be directly responsible to Intely for all actions and inactions of its end-users of the Services.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Intely or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Intely hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
2.2 Customer represents, covenants, and warrants that Customer will comply with all applicable export control, bribery, and other laws and regulations. Customer hereby agrees to indemnify and hold harmless Intely against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any third-party claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of the Services. Intely and its Authorized Reseller have the right (but not the obligation) to monitor Customer’s use of the Services and may prohibit any use of the Services believed to be in violation of this Agreement.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Intely includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Intely to enable the provision of the Services (“Customer Data”).
3.2 The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
3.3 Intely shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
3.4 Intely shall have the right to collect, analyze, and use data and other information from Customer to improve and enhance the Services, for diagnostic and corrective purposes in connection with the Services, and for benchmarking, AI training, and other purposes related to the Services or its business; provided that such data is used and shared with others only in aggregate and de-identified form. In no event will Intely disclose to any third party any of Customer’s identifiable data, and Intely’s use of aggregated data will not reveal the identity of any individual or the Customer.
4. PAYMENT OF FEES
4.1 Customer will pay Intely or its Authorized Reseller the applicable fees as set forth on the Order Form (the “Fees”), without any right of set-off or deduction. Customer’s first payment may be charged or invoiced immediately upon the Billing Start Date; each subsequent payment will either be invoiced monthly, or, if Intely or its Authorized Reseller has a card or bank account on file, will be automatically charged at the frequency set forth on the Order Form (e.g., monthly or annually).
4.2 Customer’s subscription for the Services will automatically renew at the frequency and in the amount set forth on the Order Form until either party terminates the Services. Intely or its Authorized Reseller shall provide thirty (30) days’ notice of any change of Fees. All Fees paid hereunder (including any prepaid amounts) are non-cancelable and non-refundable, including without limitation if this Agreement is terminated in accordance with Section 5 below.
4.3 If applicable, Customer shall be charged any Implementation Fee or other Fees as set forth on the Order Form. In addition, Intely or its Authorized Reseller may agree in writing with Customer at any time to additional services other than the Services set forth in this Agreement. In the case of a one-time service, Intely or its Authorized Reseller will charge a one-time fee for providing those services, which will either be charged upon purchase or reflected in Customer’s subsequent invoice. In the case of an ongoing service, Intely or its Authorized Reseller will charge the agreed upon monthly fee for providing the service, which will be charged each month or reflected in each monthly invoice for as long as the service continues until Customer terminates the services.
4.4 The Services may also involve costs and/or expenses, including but not limited to vendor API access, client or vendor network interface costs, or travel expenses. Intely or its Authorized Reseller may advance any reasonable costs or disbursements on Customer’s behalf, and Intely or its Authorized Reseller will be entitled to payment or reimbursement from Customer, which will be invoiced or charged to Customer. Where such expenses are substantial, Intely or its Authorized Reseller will request advance approval in writing and may request Customer pay such costs or fees directly or that Customer fund them in advance.
4.5 Intely or its Authorized Reseller shall bill through an invoice, and full payment for invoices issued in any given month must be received by Intely net thirty (30) days after Customer’s receipt of invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Intely’s or its Authorized Reseller’s net income. If a delinquency occurs, Intely may, at its option (and without relieving Customer from its payment obligations), revoke, suspend or disclaim Customer’s right to utilize any of the Software (including the Customer Account), and all other rights of Customer hereunder, until payment in full is made.
5. TERM AND TERMINATION
5.1 This Agreement shall continue for the Initial Term (as defined on the Order Form). This Agreement will automatically renew for successive periods of equal length as the set forth on the Order Form, (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless and until either party provides the other with at least thirty (30) days’ written notice before expiration of its intention not to renew prior to the end of the then-current Term.
5.2 Either party hereto may terminate this Agreement at any time upon ninety (90) calendar days’ prior written notice for any reason or no reason.
5.3 Either party hereto may terminate this Agreement upon thirty (30) calendar days’ prior written notice in the event of any material breach of this Agreement by the other party hereto that is not cured during such notice period.
5.4 Customer’s access to the Services, and Intely’s obligation to provide any Services, shall terminate upon any expiration or termination of this Agreement (as applicable). Sections 2 through 9, and any accrued rights to payment will survive any termination of this Agreement. Upon expiration or termination of this Agreement by either party for any reason, upon Customer’s request, Intely will supply the Customer with an export of any Customer Data that Customer does not have access to.
6. WARRANTY AND DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. INTELY HEREBY DISCLAIMS ANY AND ALL ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. INTELY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES RELATED TO ANY THIRD PARTY EQUIPMENT USED WITH THE SERVICE OR SOFTWARE. INTELY DOES NOT WARRANT THAT THE SERVICES AND/OR ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT WILL BE ERROR-FREE OR THAT THE SERVICES WILL WORK WITHOUT INTERRUPTIONS.
7. INDEMNITY
Intely shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Intely is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. Intely will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Intely, (ii) made in whole or in part in accordance with Customer specifications, (iii) modified after delivery, (iv) combined with other products, processes, or materials where the alleged infringement relates to such combination, or (v) where Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Intely to be infringing, Intely may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR INDEMNIFICATION OBLIGATIONS, INTELY AND ITS SUPPLIERS AND AUTHORIZED RESELLERS SHALL NOT BE RESPONSIBLE OR LIABLE: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, LOST PROFITS, SPECIAL,PUNITIVE, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND INTELY’ OR ITS AUTHORIZED RESELLER'S REASONABLE CONTROL; (D) FOR ANY THIRD PARTY EQUIPMENT USED WITH THE SERVICE OR SOFTWARE; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT INTELY OR ITS AUTHORIZED RESELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. MISCELLANEOUS
9.1 Publicity. Except as otherwise set forth in this Agreement, neither party may issue press releases or other public relations materials or activities that mentions the other party or the Services without the other party’s prior written approval.
9.2 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable preserving to the fullest permissible extent the parties’ intent and agreements set forth in the Agreement.
9.3 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Intely’s prior written consent which such consent shall not be unreasonably withheld. Intely may transfer and assign any of its rights or delegate any of its duties under this Agreement without Customer consent. The Agreement shall be binding on the Parties and their respective successors and permitted assigns.
9.4 Parties’ Relationship. The parties to the Agreement are independent parties. Intely, in furnishing the Services, is acting as an independent contractor of Customer. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority to represent or bind the other party in any respect whatsoever.
9.5 No Waiver. No failure, delay or omission by a party to exercise any right, remedy or power it has under the Agreement shall impair or be construed as a waiver of such right, remedy or power. A waiver by any party of any breach of covenant shall not be construed to be a waiver of any succeeding breach of such covenant or a breach of any other covenant. All waivers shall be in writing and signed by an authorized representative of the waiving Party.
9.6 Other General Clauses. This Agreement and the applicable Order Form constitute the entire agreement between the parties. There are no prior or contemporaneous oral or written representations, understandings, or agreements relating to this subject matter that are not fully expressed in this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of law principles. Notices under this agreement must be provided in writing (email is sufficient).
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I AGREE
