These terms and conditions outline the rules and regulations for the use of Intelus Holdings Inc. dba Intelus.
Intelus is located at: 26953 Brown Rd, Athens, AL, 35613
TERMS OF SERVICE AGREEMENT Last Revised: Oct, 27th, 2023
This Agreement sets forth the terms and conditions that apply to your access and use of the Website owned and operated by Intelus (the “Intelus Website”) and related services.
Please read the following information carefully. By using the Intelus Website you agree to be bound by the terms and conditions of this Agreement and Intelus’s Privacy Policy and Security Policy, as they may be amended from time to time in the future (see “Modifications” below). If you do not agree to be bound by the terms and conditions of this Agreement, promptly exit the Intelus Website.
“Billable Users” means those types of Users (defined below) for which we charge you fees as set forth on the pricing sheet provided.
"Billing Period" means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Service for a one (1) year Initial Subscription Term, with twelve (12) monthly payments, the Billing Period will be one (1) month.
"Order Form" or "Order" means the Intelus Agency-approved form or online subscription process by which you agree to subscribe to the Service. Most Orders are completed through our website and processed using Stripe.
“Pricing Sheet” means the information sheet or website pricing provided by the Intelus Agency representative during the sales process. Or any pricing sheets that are shared with the individual.
"Subscription Fee" means the amount you pay for the Service.
"Subscription Term" means the Initial Subscription Term and all Renewal Subscription Terms.
Subject to the terms and conditions of this Agreement, Intelus Agency grants to you, during the term of this Agreement, the non-transferable, non-sublicensable, nonexclusive, revocable right to use the Service and the Intelus Agency Website for the sole purpose of research, generate reports, and for personal use and not for purposes of resale to the public, dissemination to third parties or for any other purpose. All use of the Services not permitted in these Terms of Service is strictly prohibited. Nothing in this Agreement grants or transfers to you any ownership rights in the Service, including the software and other intellectual property rights related to the Service.
The Service is an outsourcing service that consists of one or more of the following services: LinkedIn outreach, LinkedIn content creation & posting, LinkedIn ads, and virtual assistants that complete business and administrative tasks on behalf of the client. You may access the Services by paying for one or more licenses to an Intelus Agency service. The license determines the precise service plan you have purchased.
We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Service that materially reduce the functionality of the Service provided to you during the Subscription Term. We might provide some or all elements of the Service through third-party service providers.
Intelus Agency utilizes remote workers across several different time zones. Below are days when there may be no service due to holidays.
Jan 1st, Jan 17th, Feb 1st, Feb 21st, April 6th, April 7th, May 1st, June 12th, Aug 28th, Nov 30th, Dec 25th, Dec 30th.
Unless otherwise indicated on an Order Form or Statement of Work (SOW), all fees will be due and payable upon commencement of the Services (“Service Fees”). If you fail to pay Service Fees within five (5) business days of notice to you that payment is due or delinquent, or if you do not update payment information upon request, we may suspend or terminate access to the Services by you or your Authorized Users without notice. In the event your access to Services is suspended or terminated, you remain liable for all outstanding Service Fees, including the full charge for the remainder of your subscription term.
You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services you purchase. Intelus Agency will pay all taxes on its income and all taxes and insurance associated with its personnel. Payments made by credit card or debit card may be billed and processed by an agent on behalf of Intelus Agency. Such agent shall act solely as a billing and processing agent for and on behalf of Intelus Agency and shall not be construed to be providing the Service. If you mandate the use of any specific payment portal or another processing agent which charges a fee to Intelus Agency of any kind, you shall be invoiced the cost of such fee and obligated to pay it.
After the Initial Subscription Term, the Service Fees are subject to change and may be changed upon notice to you at least sixty (60) days prior to the start of any Renewal Subscription Term (as defined below).
1. Subscription Fees. The Subscription Fee will remain fixed during the "Subscription Term"which means the Initial Subscription Term and all Renewal Subscription Terms unless you (i) upgrade products or packages, or (ii) subscribe to additional features or products. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term. You may downgrade your subscription only after your initial Subscription Term but this will require a 10-day downgrade notice sent by email to chris@intelusagency.com. You should purchase the appropriate tier of Service for your anticipated needs.
2. Payment by credit card is standard. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. If newly starting services with Intelus Agency, services will not be activated until initial payment has been made.
3. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
4. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. You shall have no liability for any taxes based on our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.
1. Initial Subscription Term. The initial term shall be effective as of the Effective Date and shall remain in force for a period of twelve (12) months after the date on which the Agreement is signed by the Parties (“Initial Term”).
2. Renewal Subscription Term. Unless one of us gives the other written notice by email of intention to not renew the subscription ("Notice of Non-renewal"), this Agreement will automatically keep renewing every 12 months ("Renewal Subscription Term") from the day your initial subscription term expires. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the pricing provided in the initial agreement. Notice of Non-renewal must be successfully sent no fewer than thirty (30) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Intelus Agency. The user must send a Notice of Non-renewal by email to chris@intelusagency.com.
3. End of Subscription Term. The Subscription Term will end on the expiration date if the subscriber has submitted a cancellation request in the above-mentioned time frame. Once the expiration date hits you will no longer have access to your campaign data and client dashboard as all data will be deleted from our internal database.
4. Less Than 30-Day Pause Subscription Term. If you pause your campaign for less than 30 days, your subscription term will still be still active and will not be adjusted to make up for the days your campaign was paused. When you choose to pause your campaign you will be required to provide a restart campaign date. If you cannot provide a restart campaign date, that will not be considered a notice of non-renewal, so you must successfully send an email to chris@intelusagency.com no fewer than thirty (30) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Intelus Agency.
5. Greater Than 30-Day Pause Subscription Term. If you pause your campaign for more than 30 days, that will be considered a notice of non-renewal and must be successfully sent through email to chris@intelusagency.com or your Intelus Agency account manager no fewer than thirty (30) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Intelus Agency. Please note in order to pause your account for more than 30 days but still retain your campaign data please read the Retain Intelus Agency Campaign Data Term.
6. Retain Intelus Agency Campaign Data Term. If you would like to pause but still retain your campaign data and client dashboard, you will be obligated to continue paying your Subscription Fees at the price of $299.00 per month until you provide your notice of non-renewal. This notice of non-renewal must be successfully sent by email to chris@intelusagency.com no fewer than thirty (30) days before the end of the Subscription Term in order to officially end your subscription and no longer be billed from Intelus Agency.
7. Swapping LinkedIn Account Term. If you would like to swap out the LinkedIn account you're using for your Intelus Agency campaign there is a one-time non-refundable fee of $299 charged on the day the account swap takes place. Please note that all campaign data from the previous account will be lost and the new account will start from scratch as well as the Subscription Term will stay as is with no adjustments.
Your right to access and use the Intelus Website and the Service is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are only entitled to access and use the Intelus Website for lawful purposes.
You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your Profile Information. In order for the Service to function effectively, you must also keep your Profile Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.
Your access and use of the Intelus Website may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Intelus Website or other actions that Intelus, in its sole discretion, may elect to take. We monitor and maintain 99.9% uptime or better and notify you at the earliest possible time when there is system-wide service disruptions and provide you with an estimated time to recover.
You understand that Intelus Agency has disclosed or may disclose business, technical or financial information relating to its business (hereinafter referred to as “Proprietary Information” of Intelus Agency). Proprietary Information of Intelus Agency includes non-public information regarding features, functionality and performance of the Service. You agree: (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. Intelus Agency agrees that the foregoing shall not apply with respect to any information after two (2) years following the disclosure thereof or any information that you can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Intelus Agency, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Intelus Agency or (e) is required to be disclosed by law.
NOW, THEREFORE, in consideration of the receipt of the Confidential Information and the mutual promises and covenants contained in this Agreement, the Parties hereby agree as follows:
1. Confidential Information.
a. This Agreement shall apply to all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), either directly or through its Agents (as defined in Section 2(b) below), whether furnished in spoken, printed, electronic or other form or medium, or gathered by inspection, and regardless of whether specifically identified as “confidential,” in connection with the Permitted Purpose, including but not limited to information that relates to either Party's creative properties and endeavors; technology and audiovisual programs or devices; security procedures; intellectual property assets; financial or business processes, plans and affairs; financial statements; accounting procedures, information and records; personnel information; legal information; internal management tools and systems; products and product development plans; pricing information; marketing plans; sales information; customers, clients, vendors and contracts; any content provider, investor or other associated third party; and information that has been entrusted to a Party in confidence by any other person or entity ("Confidential Information");
b. Confidential Information also includes any notes, analyses, compilations, studies or other material or documents prepared by the Receiving Party which contain, reflect or are based, in whole or in part, on the Confidential Information.
c. Confidential Information will not include any information or data that (i) is already known to the Receiving Party at the time that it is disclosed to the Receiving Party, (ii) has become publicly known through no wrongful act of the Receiving Party; (iii) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement; (iv) has been independently developed by the Receiving Party; or (v) has been approved for release by written authorization of the Disclosing Party.
2. Restrictions on Use and Disclosure. Each Party, as a Receiving Party, represents, warrants and agrees with the other that:
a. it will not copy or reproduce any of the Disclosing Party’s Confidential Information without the consent of the Disclosing Party;
b. it will not disclose any of the Disclosing Party’s Confidential Information to any third party, other than to those employees, attorneys, accountants and other advisors of the Receiving Party and its subsidiaries ("Agents") who have a need to know such Confidential Information for purposes of this Agreement, without the consent of the Disclosing Party;
c. in fulfilling its obligations under clauses (a) and (b) above, It will use the same care and discretion to avoid disclosure, publication, or dissemination of Confidential Information of the Disclosing Party as the Receiving Party employs with respect to similar information of its own that it does not desire to publish, disclose or disseminate, but in no case less than reasonable care;
d. it will inform any Agents to whom it discloses Confidential Information of the confidentiality provisions of this Agreement and obtain a written agreement from such Agents to abide by such provisions, except where such obligation already exists by reason of a prior agreement or relationship;
e. it will not make any public statement or comment on the existence or provisions of this Agreement, or the existence or content of discussions regarding the Permitted Purpose, without the prior written consent of the other Party, except as may be required in the reasonable opinion of its legal counsel;
f. the Confidential Information will remain the exclusive property of the Disclosing Party and will only be used by it for the Permitted Purpose;
g. it will immediately return or destroy all or any part of the Disclosing Party’s Confidential Information as requested by the Disclosing Party at any time during the term of this Agreement and at the termination or expiration of this Agreement; and
h. its obligations under this Agreement shall continue for a period of two (2) years from the Termination Date (as defined below in Section 10).
3. Disclosure Pursuant to Court or Governmental Order. Notwithstanding the provisions of Section 2 above, a Receiving Party may disclose Confidential Information of the Disclosing Party pursuant to a request or order made pursuant to applicable law, regulation or legal process, provided that (i) the Receiving Party gives the Disclosing Party prompt notice of such request or order so that the Disclosing Party has ample opportunity to seek a protective order, confidential treatment, or other appropriate remedy to such request or order, (ii) the Receiving Party provides the Disclosing Party with all reasonable assistance (at the Disclosing Party’s expense) in opposing such required disclosure or seeking a protective order or confidential treatment for all or part of such Confidential Information, and (iii) the Receiving Party discloses only such portion of the Confidential Information as is either permitted by the Disclosing Party or required by the court, tribunal, governmental agency or other authority, subject to any protective order or confidential treatment obtained by the Disclosing Party.
4. Equitable Relief. Each Party acknowledges and agrees that the Confidential Information of the other is deemed by the Disclosing Party to constitute valuable trade secrets of the Disclosing Party, and that any unauthorized reproduction and/or disclosure of such information by the Receiving Party may cause the Disclosing Party irreparable harm for which its remedies at law may be inadequate. Each Party hereby agrees that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to prevent the breach or threatened breach of the Receiving Party’s obligations hereunder.
5. No Impairment. Each Party will be free to use, develop or market technologies, ideas or products similar to those of the other so long as such use, development or marketing does not infringe on the trade secret, copyright, trademark, patent rights or other intellectual property rights of the other and abides by the other restrictions of this Agreement, including Section 2(f) above.
6. No Representations. Although each Party will use reasonable efforts to ensure the accuracy of Confidential Information disclosed to the other, neither Party makes any representation or warranty as to the accuracy or completeness of such Confidential Information. Neither Party will have any liability to the other under this Agreement for the accuracy or completeness of Confidential Information.
7. No Obligation to Complete Transactions. Neither Party is bound to proceed with any transaction between the parties unless and until both parties sign a formal, written agreement setting forth the terms of such transaction. At any time prior to the completion of such a formal, written agreement, either Party may terminate discussions related to the Permitted Purpose and refuse to enter into any subsequent transaction, for any reason or for no reason, without liability for such termination, even if the other Party performed work or incurred expenses related to a potential transaction in anticipation that the Parties would enter into a formal, written agreement regarding such a transaction. Should any such termination of discussions related to the Permitted Purpose or refusal to enter into any subsequent transaction occur prior to the Termination Date (as defined below in Section 10), the terms of this Agreement will remain in full force and effect through the Termination Date.
8. Governing Law. The laws of the State of Alabama will govern this Agreement, except for that body of laws relating to conflicts of laws. The parties agree that any dispute arising under this Agreement will be resolved in the courts of record of the State of Alabama or in the United States federal courts within the State of Alabama and each Party expressly consents to jurisdiction therein.
9. No Assignment. Neither Party may assign this Agreement, nor may any of the rights hereunder be assigned or otherwise transferred to any third party, without the prior written consent of the other Party. Any attempted or purported assignment or other such transfer by either Party to any third party without such consent having first been obtained shall be void.
10. Term. This Agreement shall have a term commencing on the Effective Date and ending on the first anniversary of the Effective Date (the “Termination Date”) unless mutually extended by the Parties in writing. With respect to any Confidential Information received by either Party during the term of this Agreement, the terms of Sections 2 and 3 will survive the expiration of this Agreement.
11. Non-Competiton. For the entire duration of this agreement, and for 2 years after the Client’s relationship with the Client has been terminated for any reason, the Client will not work as an employee, officer, director, partner, consultant, agent, owner or engage in any other capacity with a competing agency. This means that the Client must not perform any work or sell any services related to LinkedIn outreach or lead generation on LinkedIn.
The Service and the contents of the Intelus Agency Website, including its “look and feel” (e.g., text, graphics, images, logos, and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under the United States and international copyright, trademark, and other laws. The contents of the Intelus Agency Website belong or are licensed to Intelus Agency or its software or content suppliers. You may download or print a copy of the information provided on or by the Intelus Agency Website for your personal and internal use only. Any distribution, reprint, or electronic reproduction of any content from the Intelus Agency Website in whole or in part for any other purpose is expressly prohibited without our prior written consent.
Any rights not expressly granted by the Terms or Conditions of this Agreement or any applicable end-user license agreements are reserved by Intelus Agency.
You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
The content and all services and products associated with the Intelus Agency website or provided through the service or the Intelus Agency website are provided to you on an “as-is”, with all faults, and “as available” basis. Intelus Agency makes no representations, conditions, or warranties of any kind, express or implied, statutory or otherwise, including but not limited to, the content or operation of the Intelus Agency website, the Intelus agency website or of the service. You expressly agree that your use of the service is at your sole risk.
Intelus Agency makes no representations, conditions, warranties, or guarantees, express or implied, regarding the accuracy, reliability, or completeness of the content on the Intelus Agency website or of the service, or results which is derived from or by the use of the Intelus Agency website or the service, and expressly disclaims any warranties of non-infringement or fitness for a particular purpose, that the content available through the service is free of infection from any viruses or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, surreptitiously intercept or expropriate any system, data or personal information. You are entirely responsible for and assume all risk for use of the Intelus Agency website or the services. Intelus Agency does not warrant or represent that its security procedures will prevent the loss or improper access to your data. Intelus Agency is not responsible for transmission errors or corruption or security of information carried over telecommunication lines.
Intelus Agency is not responsible for the acts or omissions of, or for the failings of, any third-party provider of any content, service, network, software, or hardware, including but not limited to, internet service providers, telecommunications providers, content provided by other users, or any software or hardware not provided by Intelus Agency.
Intelus Agency, its affiliates, and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages arising out of or relating in any way to the Intelus Agency website, Intelus Agency website-related services, content or information contained within the Intelus Agency website, and/or any hyperlinked website. Unless otherwise stated herein, your sole remedy for dissatisfaction with the Intelus Agency website, Intelus Agency website-related services, and/or hyperlinked websites is to stop using the Intelus Agency website and/or those services.
Although Intelus Agency attempts to ensure the integrity and accuracy of the Intelus Agency Website, it makes no guarantees whatsoever as to the correctness or accuracy of the Intelus Agency Website. It is possible that the Intelus Agency Website could include inaccuracies or errors, and that unauthorized additions, deletions, and alterations could be made to the Intelus Agency Website by third parties. In the event that an inaccuracy arises, please inform Intelus Agency, so that it can be corrected.
The service and the Intelus Agency website are provided for evaluation and testing purposes only, and owing to its experimental nature, you are advised not to rely on the features or performance of the service and the Intelus Agency website for any reason. You agree to use the service and the Intelus Agency website with all due caution, and to take every precaution to ensure the integrity of your data, hardware, and software.
Intelus agency is not a LinkedIn product. Intelus agency services, software, and tools are not endorsed by LinkedIn and are not affiliated with LinkedIn.
No oral or written information or advice given by Intelus Agency or its authorized representatives shall create a warranty or in any way increase the scope of the warranties herein.
Intelus Agency shall in no event be responsible or liable to you or to any third party, whether in contract, warranty, tort (including negligence), or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated, or punitive damages, or for any loss of profit, data, revenue or business, arising in whole or in part from your use or access to the Intelus Agency website, the service or this agreement, even if Intelus Agency has been advised of the possibility of such damages. Notwithstanding anything to the contrary in this agreement, Intelus Agency’s liability to you for any cause whatever and regardless of the form of the action, will at all times be limited, in aggregate for any and all claims arising out of, or related to this agreement, to the lesser of one hundred dollars or the total amounts you have actually paid for the service in the six month period preceding the event giving rise to a claim.
You hereby waive any right to participate in any class action or have a trial by jury for any matter, dispute, proceeding or action arising out of, or related to, this agreement.
1. By Client. You shall defend, indemnify and hold harmless Intelus Agency and its officers, directors, agents, owners, shareholders, and employees, from and against all claims, actions, proceedings, fees, costs, damages, and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you or to any use by you of the Service or the Intelus Agency Website.
(a) Client has sole control of the defense and all related settlement negotiations; and
(b) Intelus Agency provides Client with commercially reasonable assistance, information, and authority necessary to perform Client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by Agency in providing such assistance.
2. By Intelus Agency. Subject to the terms, conditions, express representations, and warranties provided in this Agreement, Agency agrees to indemnify, save and hold harmless the Client from any and all damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with Agency’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of Client provided that
(a) Client promptly notifies Agency in writing of the claim;
(b) Agency shall have sole control of the defense and all related settlement negotiations; and
(c) Client shall provide Agency with the assistance, information, and authority necessary to perform Agency’s obligations under this section. Notwithstanding the foregoing, Agency shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Agency.
3. Limitation of Liability. The services and the work product of the Agency are sold "as is." In all circumstances, the maximum liability of the Agency, its directors, officers, employees, design agents, and affiliates ("Agency Parties"), to the client for damages for any and all causes whatsoever, and the client's maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Agency. In no event shall Agency be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by Agency, even if Agency has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
You agree that you will not:
1. Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Service the Intelus Website or any portion of the Service the Intelus Website, without Intelus’s express written consent, which may be withheld in Intelus’s sole discretion;
2. Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Intelus Website, other than the search engines and search agents available through the Service and other than generally available third-party web browsers (such as Google Chrome);
3. Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of the Intelus Website or the Service; or
4. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Intelus Website or the Service.
5. Attempt to circumvent or hack any security requirement or process in the use of the Service or the Intelus Website, or attempt to access any part of the Service or the Intelus Website (or any of their related systems, networks, servers or other equipment) for which the User is not authorized to access, or attempt to disrupt in any manner the operation of the Service or the Intelus Website, its servers or networks, or disobey any requirements, procedures, policies or regulations of our networks connected to the Intelus Website, or manipulate identifiers in order to disguise the origin of any content transmitted on or through the Intelus Website or the Service, or the source of any content.
6. License, sublicense, rent or lease the Service to third parties, use the Software for third party training, commercial time-sharing or service bureau use, or otherwise make the Service available to third parties or otherwise commercially exploit the Service.
1. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
2. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
3. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Intelus will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Intelus.
4. You may not use the Services to infringe the intellectual property rights of others, for any purpose that is unlawful or prohibited by these terms and conditions, or to commit an unlawful activity.
5. Unless authorized by Intelus in writing, you may not resell or lease the Services.
6. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Intelus has agreed with you otherwise. For example, you are responsible for submitting to compliance and receive compliance approval for any messaging to be used, or profile changes to be made prior to implementation. You may not use the Services in a way that would subject Intelus to those industry-specific regulations without obtaining Intelus’s prior written agreement. For example, you may not use the Services to collect, protect, or otherwise handle “protected health information” (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with Intelus that permits you to do so.
7. Intelus integrates with third party platform providers which maintain their own terms of service that you are responsible for following. Users are responsible for being aware of and accountable for following applicable third party terms of service and that such terms of service are subject to change without Intelus’s knowledge. Intelus may extend to you integrations, partnerships, or formal approvals with platforms. As a user of Intelus you consent to accepting responsibility for abiding by other platforms’ applicable terms.
8. Intelus may provide tools through the Service that enable you to interact with and export information to third party services, including through features that allow you to link your account on Intelus with an account on the third party service. You are solely responsible for maintaining your accounts on such third party services in good standing and complying with any applicable third party terms of service and laws. By using one of these tools, you authorize Intelus to act as your agent and to take actions on your behalf on or through the third party services and you agree that Intelus may transfer information to or from the applicable third party services on your behalf and execute commands on or through such services at your direction.
Each party acknowledges that in connection with this agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents, and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
In order to use our Services you must link a third party email account to your Intelus account. With your permission (which you are granting by using the Service), we will create and update versions of your address book and emails for you to access in Intelus. You will also have the option to import and update versions of your calendar, social media contacts, and you can later choose to upload files to or provide comments through Intelus (together, "Your Data").
You retain full ownership of Your Data. We do not claim any ownership over any of Your Data.
You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it's your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others.
You acknowledge that Intelus has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.
Nothing in this Agreement will restrict Intelus from collecting, using and analyzing general information and data from its customers (including you) in an aggregated manner for purposes of improving and enhancing the quality and nature of Services, or to market or publish general information and statistics, provided that Intelus does not specifically identify You or disclose publicly any personally identifiable information in the course of collecting, using, analyzing, marketing or publishing that information or data. Additional information about what we do with Your Data and how we collect and use other information relating to You and Your use of the Services is explained in our Privacy Policy.
Subject to the limited exceptions specified in our Privacy Policy, until you choose otherwise, all of Your Data remains visible only to you. However, the Services do allow you to share Your Data with others. If you choose to share Your Data, we cannot be responsible for what those other users do with Your Data, so please carefully consider what you share and with whom you share it.
A Third Party Product is any third party product, application, service, software, network, system, directory, website, database and/or information obtained separately by you which links to the Services, or which you may connect to or enable in conjunction with the Services, including, without limitation, Third Party Products which may be integrated directly into the Services by you or at your direction. If you or your Authorized Users (which shall be defined as any employee, contractor, or agent of yours who is authorized to use the Intelus Services and who has access to the Intelus Services via a unique username and password under your account) choose to share Your Data in any manner, including through a Third Party Product or integration you are solely responsible for what that third party may do with Your Data, and your relationship with that third party . Likewise, you are solely responsible for any of the effects a Third Party Product may have on Your Data, including deleting or corrupting Your Data. You acknowledge that Intelus is not responsible for the disclosure of Your Data by you or your agents (including your Authorized Users) to any third parties or the effects of any Third Party Product on Your Data.
What we do with Your Data, and how we collect and use other information relating to you generally is explained in our Privacy Policy.
The Service may permit you to see or link to other websites or resources on the Internet, and other websites or resources may contain links to the Intelus Website. Intelus makes no representations whatsoever about any other website that you may access through the Intelus Website.
These other websites are not under Intelus's control, and you acknowledge that Intelus is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Intelus or any association with its operators or that Intelus accepts any responsibility for the content, or the use, of the linked website.
You acknowledge that it is your responsibility to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses, and other items of a destructive nature. You further acknowledge and agree that Intelus 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 the use of or reliance on any such content, goods or services available on or through any such website or resource.
Independent Contractor. Intelus Agency is an independent contractor, not an employee of the Client or any company affiliated with the Client. The agency shall provide the Services under the general direction of the Client, but Intelus Agency shall determine, at Intelus Agency’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Intelus Agency and the work product or Deliverables prepared by Intelus Agency shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
Intelus Agency Agents. The agency shall be permitted to engage and/or use third-party agencies or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, Intelus Agency shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
Covenant Not To Compete. You agree that at no time during the term of your contract with Intelus Agency will you engage in any business activity which is competitive with Intelus Agency nor work for any company which competes with Intelus Agency. For a period of three (3) years immediately following the termination of your Intelus Agency contract, You will not, for yourself or on behalf of any other person or business enterprise, engage in any business activity which competes with the Intelus Agency.
No Solicitation. During the term of this Agreement, and for a period of twenty-four (24) months after expiration or termination of this Agreement, the Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire, or any other kind of basis, any Intelus Agency, employee or Design Agent of Intelus Agency, whether or not said person has been assigned to perform tasks under this Agreement. In the event, that such employment, consultation, or work-for-hire event occurs, Client agrees that Intelus Agency shall be entitled to an agency committed to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to a said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for the Client. Intelus Agency, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The client is free to engage others to perform services of the same or similar nature to those provided by Intelus Agency, and Intelus Agency shall be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by Intelus Agency.
Intelus Agency may modify this Agreement from time to time. You will be notified of any and all changes to this Agreement through a prominent notice on the Intelus Agency Website site or an email notice. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.
If there is any dispute between you and Intelus Agency about or involving the Intelus Agency Website or the Service, by using the Intelus Agency Website or the Service, you agree that the dispute shall be governed by and construed in accordance with the laws of Athens, Alabama and the federal laws of United States applicable therein without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts of the province of Alabama in respect to any claim, proceeding or action relating to or otherwise arising out of or related to this Agreement, the Intelus Agency Website, or its Service howsoever arising, provided always that Intelus Agency may seek and obtain injunctive relief in any jurisdiction in relation to this Agreement.
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
You agree that if Intelus Agency does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Intelus Agency has the benefit of under any applicable law), this will not be taken to be a formal waiver of Intelus Agency’s rights and that those rights or remedies will still be available to Intelus Agency.
All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.
Notwithstanding any term to the contrary contained in this Agreement, the provisions which by their nature ought reasonably to survive shall survive any actual or purported termination or expiry of this Agreement, and continue in full force and effect, including without limitation all sections herein.
This Agreement represents the entire understanding and agreement between you and Intelus Agency regarding the subject matter of the same, and supersedes and replaces all other previous agreements, including, without limitation all previously posted agreements.
By using Intelus Agency's service, you agree to give Intelus Agency full login access to your LinkedIn account and Gmail account, and permission to send connection requests, direct messages, InMails and emails on your behalf. Intelus Agency does not disclose to anyone who receives messages from your account that they are being sent by Intelus Agency. By signing this agreement, you are giving Intelus Agency full permission to mimic how you interact with prospects and customers on LinkedIn and by email.
If you have any questions or suggestions about our Terms and Conditions, do not hesitate to contact us at chris@intelusagency.com
The content of this document is confidential and intended for the recipient specified in the proposal only. It is strictly forbidden to share any part of this message with any third party, without the written consent of the sender.