Terms and Conditions
These Terms and Conditions ("Terms", "Terms and Conditions") govern (i) your access to and us of the website https://www.intelibly.com (“our website”) operated by on or behalf of Intelibly, Inc. ("us", "we", or "our") and (ii) if applicable, the purchase and/or use of our products and services provided to you ( each a “Service” and collectively, the “Services”). Your access to and use of any of the Service is conditioned upon your acceptance of and full compliance with these Terms and Conditions and by accessing or using any of the Services you acknowledge and agree that you will be bound by these Terms.
When you utilize any of the Services, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of the Service.
You shall at all times comply with all applicable federal, state, and local laws and regulations when using any of our Services, including without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA").
We prioritize the privacy and security of our clients' personal information. We use your information solely for the purpose of providing requested Services and do not disclose your information without your explicit consent, except as required by law.
Any material downloaded or otherwise obtained through the use of any of our Services, if any, is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that may result from such access.
Intellectual Property
The Services and its original content, features and functionality are and will remain the exclusive property of Intelibly, Inc. and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent, which consent may be withheld in our sole discretion.
Links To Other Web Sites
Our Services may contain links to third party websites or services that are not owned or controlled by us.
We have no control over, and expressly disclaim any and all responsibility for the content, privacy policies, or practices of any third party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of all such third-party websites or services that you visit, if any.
Prohibited Conduct and Use.
You agree to use our Services only for lawful purposes. You are expressly prohibited from transmitting through our Services any false, unlawful harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law (collectively, “Prohibited Conduct”). You agree and acknowledge that we are not responsible or liable to you or any other party for any Prohibited Conduct by any user of our Services at any time.
Paid for Subscription Services. Certain of our Services are only made available on a paid subscription basis (“Subscription”). Details of the Subscription and its various levels are set forth on our website. To the extent that you elect to purchase a Subscription, you agree to pay us our then-current fees (“Fees”) for the use and access to said Subscription. Subscriptions are billed in full in advance of the Subscription term and automatically renew for an equivalent renewal terms, unless you notify us in writing at support@intelibly.com, at least ninety (90) days prior to the expiration of the then current Subscription term, that you are declining to renew the Subscription. We utilize a third-party to process credit card payments of the Subscription. Such third-party processors will, on our behalf, bill the credit card number you provide when registering as a paid subscriber. You agree to provide valid and up to date information regarding your credit card and you expressly authorize us, via our third-party processor, to charge such credit card the applicable Subscription amount. Additionally, you agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, there may be banking or financial institution transaction fees or related charges, which you understand and agree are your sole responsibility to pay.
Taxes. Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). You are solely responsible for payment of all Taxes associated with your purchases hereunder (excluding taxes based on our net income or property), and any related penalties and interest. You will make all required payments to us free and clear of, and without reduction for, any withholding taxes.
Termination
We may terminate or suspend the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. To the extent that we terminate any Subscription, without cause, we will refund you a prorated amount of the pre-paid fees for such then current Subscription term.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, governing law, indemnity and limitations of liability.
Indemnification
You agree to defend, indemnify and hold harmless us, our subsidiaries, affiliates, licensee and licensors, and each of our and their respective owners, employees, contractors, agents, suppliers, officers and directors (collectively, “Indemnitees”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service; b) a breach of these Terms, c) a your failure to comply with any federal, state, or local law or regulation, or d) any information you supplied to us in connection with the Service.
Limitation Of Liability
No Consequential Damages. IN NO EVENT SHALL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Paid Services: IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY SUBSCRIPTION OR OTHER PAID SERVICE OR THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE ACTUAL AMOUNTS PAID TO US BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Free Services: IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ANY SERVICES PROVIDED BY US TO YOU FOR NO MONETARY CONSIDERATION, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIVE HUNDRED DOLLARS ($500).
Disclaimer
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. We are not responsible for the accuracy, reliability or availability of information or material of any third party supplied information on our website. Neither we nor any of our licensors will be liable for any damages relating to your use of the data provided in connection with the Services.
We and our subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Exclusions
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Essential Basis of the Agreement. THE LIMITATIONS AND EXCLUSIONS SET FORTH HEREIN ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THESE TERMS HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. You acknowledge and agree that the disclaimers, exclusions and limitations of liability set forth herein form an essential basis of the agreement between you and us, and that absent such disclaimers, exclusions and limitations of liability, we would not provide to you, or permit you to access, any of the Services.
Governing Law and Venue.
These Terms shall be governed and construed in accordance with the laws of Texas, United States, without regard to its conflict of law provisions. Any action that may be instituted relating to the Services and/or these Terms shall be prosecuted in any federal or state court of competent jurisdiction located in Bexar County, Texas and you and we each irrevocably submit to the jurisdiction of such courts, which submission shall be exclusive.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of our Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in the Terms, there shall be no third-party beneficiaries to the Terms.
Relationship of the Parties. The relationship between the you and us is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between you and us, and neither you or we shall have authority to contract for or bind the other party in any manner whatsoever.
Attorneys' Fees. In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party against the other party arising out of or related to these Terms, the prevailing party is entitled to recover its actual attorneys' fees and court costs from the non-prevailing party.
Changes
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Contact Us
If you have any questions about these Terms, please contact us.
Last updated: October 2024
