These Terms of Service are entered into by and between you and Intersect Laboratories Inc, a Delaware corporation (“Company,” “Intersect,”, “Intersect Labs” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms”), govern your access to and use of our website, currently located at https://www.intersectlabs.io, and our application, currently located at https://studio.intersectlabs.io (collectively, the “Site”), including any content, functionality, and services (which includes, without limitation, any Company proprietary algorithms, dashboards, data models, data structures, visualizations, reports, and/or intelligence) offered on or through the Site (collectively the “Services”), whether as a guest or as a registered user.
If you are agreeing to these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, and “you” shall also refer to such entity.
YOU MAY NOT USE THE SERVICES IF YOU (A) ARE NOT THE OLDER OF (I) AT LEAST 18 YEARS OF AGE OR (II) LEGAL AGE TO FORM A BINDING CONTRACT WITH US, (B) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES BY APPLICABLE LAW, (C) ARE LOCATED IN A COUNTRY THAT IS SUBJECT TO A U.S. GOVERNMENT EMBARGO, THAT HAS BEEN DESIGNATED BY THE U.S. GOVERNMENT AS A “TERRORIST SUPPORTING” COUNTRY, OR (D) ARE LISTED ON ANY U.S. GOVERNMENT LIST OF PROHIBITED OR RESTRICTED PARTIES.
THESE TERMS CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Accessing the Services and Account Security
We reserve the right to withdraw or amend the Services, and any service or material we provide on the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. The Services and features available to you will depend on your account type and, where applicable, the terms of any enterprise level agreement entered into between you or the company with which you are associated and us (an “Enterprise Agreement”).
If your access to the Services is provided by or otherwise connected with the account of a third party, such as your employer or other company with which you are associated, your account may be managed by an account administrator on behalf of that third party (the “Administrator”). The Administrator will have the ability to access, monitor, use, modify, withhold, or disclose any Customer Data associated with your account and to control your access to and use of the Services. The Administrator may also have the ability to: (i) control your account settings and (ii) remove or disable any Services or Third-Party Applications (as defined below) from your account.
If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
If you are permitted to add additional authorized users pursuant to your subscription plan, you agree to be solely responsible for all actions taken by any such authorized users, including, without limitation, your employees or authorized agents.
If you register via a third-party account (such as Google, Okta etc.), you authorize us to access and use certain third-party account information, including, but not limited to, your profile and other information such as your name, email address, location, and profile photo. Please note that if your third-party account or associated service becomes unavailable or if our access to such account is terminated by the third-party service provider or otherwise, then your access to the Services may be terminated. YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS ASSOCIATED IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
You represent and warrant that you either own or have permission to use all of the data and other materials or content (including without limitation your personal information and the data and other information available via any Third-Party Applications (defined below) you have integrated with the Services) in order to enable our provision of the Services (collectively, “Customer Data”).
You understand and acknowledge that you are responsible for your Customer Data, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
We are not responsible for, and we do not endorse, any Customer Data, and for the avoidance of doubt, we specifically disclaim any liability in connection therewith.
Notwithstanding anything to the contrary in these Terms, Intersect shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Intersect will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services. You grant Intersect a worldwide, irrevocable, non-exclusive, royalty-free, fully paid up, perpetual license, with the right to sublicense, use, reproduce, publish, distribute, perform, anonymize, and create derivative works from the Customer Data; provided that such Customer Data will be (a) de-identified such that no person or entity can be identified, and (b) combined with the data of other customers or additional data sources (collectively, the “Anonymized Data”).
The Services may contain features designed to interoperate with certain third-party products or services, including, for example, Google (including Google Sheets), Airtable, MongoDB, email messaging services (such as Customer.io), webhooks, data integrators, data warehouses, and implementation services (each, a “Third-Party Application”). By integrating the Services with a Third-Party Application, you grant Intersect permission to access the Customer Data accessible via such Third-Party Application solely in order to provide the Services to you. If you export Customer Data via any Third-Party Application (such as Google Sheets, Customer.io or webhooks), you do so at your own risk. Intersect is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Applications or their providers.
Intersect does not warrant or support Third-Party Applications or other third-party products or services. You will be solely responsible for and liable to any such third-party products or services, notwithstanding any inter-operation with the Services.
We may disable all or any third-party account features at any time without notice in our discretion. If your third-party account or associated service becomes unavailable or if our access to such an account is terminated by the third-party service provider or otherwise, then your access to the Services may be terminated. Intersect cannot guarantee the continued availability of such features, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding features on the Services in a manner acceptable to Intersect.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH ANY THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
Intellectual Property Rights
The Services and their entire contents, features, and functionality (including, but not limited to, all information, software, text, tables, algorithms, formulas, displays, images, video, and audio, and the design, selection, and arrangement thereof) and any improvements, enhancements, and modifications thereto are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You are not provided any rights to any intellectual property made part of or accessible to you through use of the Site or Services. All rights not expressly granted under these Terms are reserved by the Company.
Intersect shall also exclusively own any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any third party relating to the Services (the “Feedback”). You hereby assign, and agree to assign, any and all right, title, and interest, including all related intellectual property rights, in and to the Feedback and any modifications to, derivative works of, the Services.
Subject to your compliance with these Terms and any applicable Enterprise Agreement, we hereby grant to you, a royalty-free, revocable, non-assignable, non-sublicensable, non-transferrable, and non-exclusive limited license to use the Services in accordance with your subscription plan. Other than as expressly granted herein, no right, title, or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. We reserve the right to terminate this limited license at any time and for any reason, with or without notice to you.
You may use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services:
● In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
● For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
● To send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.
● To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses, user names, or screen names associated with any of the foregoing).
● To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm the Company or users of the Services, or expose them to liability.
Additionally, you agree not to:
● Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
● Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
● Use any device, software, or routine that interferes with the proper working of the Services.
● Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
● Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.
● Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
● Use the Services with third-party accounts that are not owned or licensed by you.
● Transmit, store, or process health information subject to HIPAA regulations except as permitted by an executed HIPAA BAA between you and us.
● 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 related to the Services;
● Modify, translate, or create derivative works based on the Services;
● Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
● Use the Services to store, upload, or transmit any sensitive personal information about you or any individual that may relate to health or medical conditions, Protected Health Information (as defined in 45 CFR 160.103), social security numbers or taxpayer identification numbers, driver’s license numbers, information concerning political opinions, criminal charges or convictions, religious or philosophical beliefs, or racial or ethnic origin,
● Use the Services to store or transmit malicious code,
● Permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit, or use the Services to access or use any Company intellectual property except as permitted under these Terms;
● Frame or mirror any part of the Services, other than framing your own intranets or otherwise for your own internal business purposes;
● Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services;
● Access any Services in order to build a competitive product or service or to benchmark with a non-Intersect product or service;
● Reverse engineer any of the Services; or
● Otherwise interfere or attempt to interfere with the proper working of the Services.
The Company name, the terms “Intersect,” “Intersect Labs,” “Intersect Laboratories,” the Company logo, and all related names, logos, product and service names, designs, and slogans are trademarks or otherwise proprietary names of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.
You grant Intersect the right to use your name and logo on its Site, pitch decks, and other publicity materials.
We have adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Copyright Agent (as defined below) the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located;
4. your address, telephone number, and, if available, email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our “Copyright Agent” for notice of claims of copyright or other intellectual property infringement can be reached via email at firstname.lastname@example.org, by phone at 415-936-8010 or via regular mail at the following address: Intersect Laboratories Inc, Attention: Copyright Agent, 8910 University Center Lane, Suite 400, San Diego, CA 92122.
Information About You
Prices, Payments and Purchase Terms:
(a) All prices, fees, discounts, and promotions posted on the Services are subject to change without notice. Posted prices do not include applicable taxes, which will be added to your order at the time of purchase. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences. We also reserve the right to update or change the Services from time to time.
(b) Terms of payment and eligibility to purchase Services are within our sole discretion, and we reserve the right to restrict or cancel purchases at our sole discretion.
(c) We accept most major credit cards for all purchases. We may use third-party payment processing companies (each, a “Payment Processor”), such as Stripe, to collect payments for the Services. You represent and warrant that (i) the credit card information you supply to us or the applicable Payment Processor is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay the total purchase price and all applicable taxes, if any, at the time your order is accepted.
(d) If you purchase any of our Services, you agree to pay us all fees and taxes applicable to the Services you purchase.
(e) If you purchase a subscription, you agree to recurring billing and your payment method will be charged automatically at the start of each subscription period for the fees and taxes applicable to that period. Prices are subject to change at any time in our sole discretion, and if you do not agree to any such changes, you should terminate your account before the next subscription period. To avoid future charges, you must terminate your account before the renewal date. If we are unable to effect automatic payment, we will attempt to notify you, and your account may be terminated or disabled until payment is received.
(f) Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Services, except where expressly stated otherwise. Unless otherwise specifically set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the non-discounted rate for the type of subscription purchased.
You may terminate your account at any time by contacting email@example.com. YOU ARE SOLELY RESPONSIBLE FOR TERMINATING YOUR ACCOUNT. WE ARE NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT OR FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THESE TERMS.
Regardless of your account type, we may terminate your account or suspend your access to the Services at any time, with or without cause. If we terminate your account without cause, and you purchased a pre-paid subscription account, we will refund a prorated portion of your annual prepayment. We will not refund or reimburse you in any other situation. Once your account is terminated for any reason, including after you have stopped paying for your subscription, you will no longer have access to the Services or the data associated with it, and we may permanently delete your account and all the data associated with it. You are solely responsible for maintaining back-ups of all data stored or otherwise available on the Services.
The following sections will survive any termination or expiration of these Terms: Accessing the Services and Account Security; Customer Data; Third-Party Integrations; Intellectual Property Rights; Prohibited Uses; Publicity; Copyright Infringement; Information About You; Prices, Payments, and Purchase Terms; Termination; General Disclaimer; Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law and Jurisdiction; Dispute Resolution and Binding Arbitration; Exceptions to Arbitration; Limitation on Time to File Claims; Waiver and Severability; Force Majeure; Entire Agreement; Your Comments and Concerns; and Changes to the Terms.
We reserve the right to modify, revise, suspend or discontinue any of the Services in whole or in part, either temporarily or permanently and with or without notice, and you acknowledge that we are not obligated to support or update the Services in any manner.
Due to maintenance, security or capacity issues, and also to some events over which we may not influence (force majeure, equipment malfunction, power failures, hostile attacks, etc.), the Services may be temporarily suspended or affected. We shall use our best commercially reasonable efforts to correct any errors and minimize any disruption, inaccessibility and/or inoperability of the Services, whether scheduled or not. Where feasible, we will endeavor to provide forty-eight (48) hours advance notice to you in the event of any scheduled downtime.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code, nor are we responsible for any Customer Data, including without limitation any error or loss related to the export of your Customer Data from the Services. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, MOBILE DEVICES, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL OR DATA POSTED ON THE SERVICES, OR ON ANY WEBSITE OR DATA LINKED TO OR ACCESSIBLE FROM ON THE SERVICES.
YOUR USE OF THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR DATA OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES OR THE CONTENT AVAILABLE ON OR THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
WE DO NOT WARRANT OR GUARANTEE THE CORRECTNESS, COMPREHENSIVENESS, COMPLETENESS, ACCURACY, TIMELINESS OF ANY INFORMATION, PRODUCTS, OR SERVICES ON THE SERVICES. THEREFORE, YOU AGREE THAT YOUR ACCESS TO AND USE OF SERVICES ARE AT YOUR OWN RISK.
Limitation on Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY CONTENT ON THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR YOUR REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of the Services, your Customer Data, any use of the Services' content, services, data, models, and products other than as expressly authorized in these Terms, or your use of any information or data obtained from the Services.
You acknowledge that you may not be able to access the Services outside of the United States and that access thereto may not be legal by certain persons in certain countries. If you access the Service from outside the United States, you are responsible for compliance with local laws. If you access the Service from the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of the Service, which is governed by United States law, you may be transferring your personal information and Customer Data to the United States or any other country in which the Company or its affiliates or service providers maintain facilities, and you consent to that transfer.
Governing Law and Jurisdiction
Dispute Resolution and Binding Arbitration
1. YOU AND THE COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
2. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SERVICES, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION LOCATED THE STATE OF DELAWARE, USA.
3. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect. (The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
4. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.
5. You agree to an arbitration on an individual basis. In any dispute, YOU WILL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER USERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
Opting Out. You can opt out of this arbitration provision within 30 days of the date that you agreed to these Terms. To opt out, you must send your name, address, username, the email address or phone number associated with your account, and a clear statement that you want to opt out of this arbitration agreement to firstname.lastname@example.org.
If for any reason, a claim proceeds in court rather than arbitration, the claim shall be resolved exclusively in the state and federal courts located in the State of Delaware, and you hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such courts.
Exceptions to Arbitration
The following claims may be brought in court: violations of our Terms or efforts to interfere with the Services or engage with the Services in unauthorized ways.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver by the Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
Company shall not be liable for any failure or delay in its performance or equipment due to causes beyond such party's reasonable control, including without limitation: acts of God, pandemic, fire, flood, hurricanes, or other catastrophes; any law, order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties; or failure of the Internet.
Relationship of the Parties
You expressly agree that you and Intersect are independent contractors and do not intend for these Terms to be interpreted as an employment agency, joint venture, or partnership relationship.
Your Comments and Concerns
All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to: email@example.com.
Changes to the Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes. When we revise or update these Terms, we will update the “last updated” date set forth above.