The specific Services to be provided to Customer by Intellicasting are described in this Order / Invoice and in one or more other Order / Invoices (the “Order / Invoices”) to be executed by Customer and Intellicasting.
Customer agrees to pay for all of the Services described in this Order / Invoice at the prices and rates specified in this fees and costs Order / Invoice and without offset or deduction. All such payments will be due and must be paid within 30 days after receipt by Customer of the applicable Intellicasting invoice. If any such payment is not paid when due hereunder, Customer agrees to pay interest on such overdue payment at 1% per month and to reimburse Intellicasting on demand for all costs of collection, including without limitation, reasonable attorneys’ fees.
The Term as defined in this Order / Invoice is on a month by month basis. The initial term of this Order / Invoice will begin on thedate the Services commence and will continue month to month. This agreement will automatically renew each month unless cancelled by Intellicasting or Customer. Notice of cancellation must be made in writing by the cancelling party. In the event that Customer violates or fails to comply with the terms of this Order / Invoice and such violation or failure is not cured promptly after Customer receives written notice from Intellicasting, or in the event that Customer uses or accesses or attempts to use or access the Site other than for its intended purpose in connection with receiving and using the Services, Intellicasting will have the right to suspend providing the Services, to revoke Customer’s license to use the Site and/or to terminate this Order / Invoice. No such termination will limit or otherwise affect Customer’s obligation to pay for all remaining Services described in this Order / Invoice.
During the term of this Order / Invoice, Intellicasting grants Customer a nonexclusive, nontransferable, limited license to use the Site to the extent necessary for Customer to receive and use the Services. Except for such limited license, Customer will have no right to or interest in the Site, any related technology, software or intellectual property or any content on the Site (other than Customer’s data), and Intellicasting has and will retain full and exclusive rights thereto.
Customer is responsible for all Content uploaded, posted or stored through Customer’s use of the Services. Customer is responsible for any lost or unrecoverable Content. Customer will not use or permit any third party to use the Services to post or publish any illegal, defamatory or obscene information or communications; nor any Content that would impersonate someone else; nor any spamming; nor any virus or harmful software. Customer is responsible for securing and managing its passwords and will contact Intellicasting if it becomes aware of any unauthorized access to its account. Customer will not provide access to or give any part of the Services to any third party; nor reproduce, reverse engineer, modify, copy, deconstruct, sell, trade, or resell the Services, nor make the Services available on any file‐sharing or application hosting service, nor compete with Intellicasting in the provision of such Services to others.
Customer acknowledges that Intellicasting is not in the business of providing legal, financial, accounting, tax or other professional services or advice and has not sought nor obtained approval from the Department of Labor or other regulatory body for the accuracy or acceptability of the Services. Customer is advised to consult with a competent professional concerning the results of using the Services. Customer acknowledges that the Services are not endorsed or sponsored by any franchisor or other third party. Customer acknowledges and agrees that Intellicasting is permitted to engage in certain technical processing of Customer’s data or other content when required to send or receive messages, or to conform to connecting networks’ technical requirements, the limitations of the Services or similar requirements.
Customer will indemnify and hold Intellicasting harmless from all claims, liabilities and expenses, including reasonable attorneys’ fees and costs, arising out of Customer’s use of the Services or breach of this Agreement. Customer hereby authorizes Intellicasting to access third party web sites to obtain data that Customer and Intellicasting agree to incorporate into the Services, and Customer will indemnify and hold Intellicasting harmless from doing so.
Intellicasting warrants that the Services will be provided in a professional manner substantially in accordance with prevailing industry standards. EXCEPT FOR THE PRECEDING SENTENCE, THE SERVICES AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” INTELLICASTING MAKES NO OTHER REPRESENTATIONS OR WARRANTIES AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON‐INFRINGEMENT. INTELLICASTING DOES NOT WAR RANT THAT THE SERVICES ARE SECURE OR FREE FROM ERRORS, VIRUSES OR IN TERRUPTION. INTELLICASTING DOES NOT WARRANT THE AVAILABILITY OF THIRD PARTY SOFTWARE OR APPLICATION PROGRAMMING INTERFACES INCLUDED WITH THE SERVICES. INTELLICASTING DOES NOT REPRESENT OR WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL ENSURE COMPLIANCE WITH ANY TAX OR OTHER LEGAL OBLIGATIONS, NOR THAT THE CALCULATIONS OR OTHER DATA PROVIDED BY THE SERVICES WILL BE VALIDATED IN ANY GOVERNMENT AUDIT OR INVESTIGATION.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 6 ABOVE AND WITHOUT LIMITING CUSTOMER’S OBLIGATION TO PAY FOR THE SERVICES, (a) NEITHER PARTY WILL BE LIABLE FOR ANY PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO COLLECT ANY SUCH DAMAGES, AND (b) EACH PARTY’S MAXIMUM LIABILITY FOR DAMAGES HEREUNDER WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO INTELLICASTING HEREUNDER.
Any dispute or claim relating to the Services or this Agreement will be resolved by binding arbitration, rather than in court. The commercial arbitration rules of the American Arbitration Association will apply and the arbitration will be held before a single arbitrator in Cincinnati, Ohio.
This Order / Invoice will be construed in accordance with and governed by the laws of the State of Ohio. No modification, amendment or waiver of any provision of this Order / Invoice will be effective unless it is in writing and signed by both parties. This Order / Invoice constitutes the entire agreement between Customer and Intellicasting with respect to the Services.