Effective: 26 January 2021
These User Terms of Service (the “User Terms”) govern every person’s access and use of our privacy and data protection tools and platform (the “Services”). Even though you may be signing onto an existing IntelGARD Customer’s project, these User Terms apply to you.
This is a Contract.
These User Terms are a legally binding Contract between you and us. As part of these User Terms, you agree to comply with the most recent version of our Acceptable Use Policy, which is incorporated by reference into these User Terms. If you access or use the Services, or continue accessing or using the Services after being notified of a change to the User Terms or the Acceptable Use Policy, you confirm that you have read, understand and agree to be bound by the User Terms and the Acceptable Use Policy. “We”, “our” and “us” currently refers to IntelGARD, Inc.
1. Customer’s Choices and Instructions
1.1 You are an Authorized User on a IntelGARD Customer “Project,” and our Customer Controls the Project
An organization or other third party that we refer to in these User Terms as “Customer” has invited you to a IntelGARD workspace or project or task (“Project”). If you are contributing to one of your employer’s Projects, for example, your employer is our Customer. If one of your consultants asks you to contribute photographs to a IntelGARD tasking, then your consultant is our Customer and you are being authorized to participate in her Project. Customer may create and configure a Project so that you and others could join (each invitee granted access to the Services, including you, is an “Authorized User”).
1.2 Our Customer has Its Own Terms of Service
Our relationship with the Customer is subject to the Customer Terms of Service or another written agreement between Customer and us (in either case, the “Contract”) that contains our commitment to deliver the Services to Customer.
1.3 Customer Data
You, Customer, and other Authorized Users may submit content or information as part of the Services, including messages or files (“Customer Data”). When you submit Customer Data to the Services, you acknowledge and agree that the Customer Data will be and is owned by Customer, and the Contract provides Customer with many choices and control over that Customer Data, including the identity of all Authorized Users.
In addition, subject to any restriction outside these agreements, a user retains the right to use the specific information supplied by that user for its own purposes. If and when a user becomes a Customer (a “User-Converted-Customer”) of IntelGARD, information previously provided to the Services only by that user may automatically become “Customer Data” of that User-Converted-Customer, and will be treated as Customer Data for that User-Converted-Customer’s account. However, it will continue to be User Data for the purposes of the Customer for whom the information was originally supplied.
Our Customer may provision or deprovision your access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign Projects, share channels, or consolidate your Project or channels with other Projects or channels, and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all Customer Data.
1.4 Usage Data. You acknowledge that IntelGARD has the right to collect and analyze data and other information relating to Customer’s usage behavior and the provision, use and performance of various aspects of the Services and related systems and technologies. You agree that IntelGARD will be free to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other IntelGARD offerings, and (b) disclose such data in aggregate or other de-identified forms in connection with its business, in each case both during and after the term of this Agreement.
1.5 Signing Up Using a Corporate Email Domain
If you signed up for a plan using your corporate email domain, your organization is the Customer and you are a user. This means, among other things, that Customer can modify and re-assign roles (including your role) and otherwise exercise its rights under its Contract. If Customer elects to replace you as the representative with ultimate authority for the Service, Customer may provide you with notice following such election and you agree to take any actions reasonably requested by us or Customer to facilitate the transfer of authority to a new representative of the Customer. A Customer has visibility into all Authorized Users of its instance of IntelGARD.
2. The Relationship Between You, Customer and Us
AS BETWEEN US AND CUSTOMER, YOU AGREE THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORIZED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORIZED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; AND (C) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORIZED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS. INTELGARD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT), TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “ AS AVAILABLE” BASIS. INTELGARD HEREBY DISCLAIMS ALL EQUITABLE INDEMNITIES.
- IntelGARD and the Customer can revoke use anytime
IntelGARD reserves the right to terminate your access to the Services at any time for any reason. These User Terms remain effective until Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by Customer or us. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy. Upon termination of your access or Customer’s subscription for any reason, your access to the Services will immediately cease.
4.1 Confidential Information. “Confidential Information” also includes anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Confidential Information of Customer includes Customer Data. Confidential Information of IntelGARD includes information about the IntelGARD Services, including information about how the IntelGARD platform works, and any agreements, contracts, templates or other materials provided to Customers in the course of providing IntelGARD Services. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with this Agreement. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party and free of any confidentiality obligation; (c) is received from a third party without breach of any obligation owed to the Disclosing Party and free of any confidentiality obligation; or (d) was independently developed by the Receiving Party without use of, or reference to, any Confidential Information of the Disclosing Party.
4.2 Protection and Use of Confidential Information. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with this Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement (provided, however, in the case of IntelGARD as the Receiving Party, IntelGARD also may collect, use and disclose Confidential Information as described in the Privacy Notice). Nothing herein will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in this Agreement.
4.3 Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
The Services are not intended for and should not be used by anyone under the age of sixteen (16). You represent that you are over the age of eighteen (18) and are the intended recipient of Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.
6. IntelGARD Services
We own and will continue to own our Services, including all related intellectual property rights therein. We may make software components available, via app stores or other channels, as part of the Services. We grant to you a non-sublicensable, non-transferable, non-exclusive, limited license during the applicable Customer’s subscription term for you to use the Services in accordance with the Contract, these User Terms and the Acceptable Use Policy. All of our rights not expressly granted by this license are hereby retained.
If you provide any suggestions, comments, ideas, improvements, or other feedback or materials related to the Services (collectively, “Feedback”), you hereby grants us a nonexclusive, royalty-free, irrevocable, perpetual right to use, display, disclose, publish, perform, reproduce, modify, license, transfer, distribute, and otherwise exploit such Feedback in any manner, including incorporation of such Feedback in updated versions of our Services or other product offerings or materials not licensed hereunder. You will be entitled to no compensation, attribution, or credit for, nor gain any right, title, or interest in or to, any materials as a result of such Feedback.
8. Acceptable Use Policy
You must comply with our Acceptable Use Policy. If you see inappropriate or illegal behavior, please report it to the Customer and us.
9. Limitation of Liability
IN NO EVENT SHALL INTELGARD HAVE ANY LIABILITY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INTELGARD’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE HUNDRED DOLLARS ($100) IN THE AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT INTELGARD’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.
10. Application of Consumer Law
IntelGARD is a workplace tool intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply.
Sections 2 (The Relationship Between You, Customer, and Us), 4 (Confidentiality), 7 (Feedback), 9 (Limitation of Liability), and 12 (General Provisions) will survive any termination or expiration of the User Terms.
12. General Provisions
12.1 Email and IntelGARD Messages
Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorized Users through the Services (e.g., a IntelGARD notification). Notices to IntelGARD should be sent to info@IntelGARD.com except for legal notices, which must be sent to contracts@IntelGARD.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent through email; and (b) the same day, in the case of a notice sent through the Services.
12.2 Privacy Notice
Please review our Privacy Notice for more information on how we collect and use data relating to the use and performance of our products.
By your use of the Services, you hereby consent to the terms of our Privacy Notice and any other privacy notices provided by Customer.
The Services are operated by us from the United States, and are not intended to subject us to the laws or jurisdiction of any other state, country or territory other than that of the United States. Worldwide IntelGARD subsidiaries are subject to the laws of the regions and countries within which they operate.
User grants us the right to use User’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers or others, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. If you do not wish to be listed as a reference, please send us an email to info@IntelGARD.com stating that you do not wish to be used as a reference.
No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Police, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.
You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.
These User Terms and the Services and any disputes arising out of or related hereto, will be governed exclusively by the internal laws of the State of Virginia, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. Any dispute arising out of or relating to these User Terms shall be decided by confidential, binding arbitration to be administered by JAMS or its successor organization (“JAMS”) in accordance with JAMS’ then-current Comprehensive Arbitration Rules and Procedures for commercial contracts (except to the extent such rules are inconsistent with the terms hereof). The parties agree that the arbitration shall take place in Fairfax, VA and shall be conducted in English before a single neutral arbitrator. The parties shall mutually agree on an arbitrator, provided that if the parties cannot agree on an arbitrator within ten (10) days, each party will submit to JAMS a list of no more than three (3) potential arbitrators nominated by that party and JAMS will choose a single arbitrator from among the potential arbitrators identified in such lists. In rendering the award, the arbitrator shall apply the governing law set forth above, except where that law conflicts with this clause and except that the interpretation and enforcement of this arbitration provision shall be governed by the Federal Arbitration Act. The arbitrator shall be empowered to award the prevailing party any remedy available at law or in equity not specifically precluded by this Agreement, including without limitation injunctive or declaratory relief. The award entered or decision made by the arbitrator shall be final and non-appealable, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. The parties agree that the existence, conduct, and content of any arbitration hereunder shall be confidential and shall not be disclosed by either party except on the same bases as the terms of this Agreement may be disclosed as provided in the Confidentiality section above. In addition, either party also may disclose an arbitration award to a court in order to secure confirmation or enforcement of an arbitration award. Customer agrees that Customer may only resolve disputes with us on an individual basis and Customer may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
12.10 Injunctive Relief
Customer acknowledges that its material breach of this Agreement will result in immediate and irreparable damage to IntelGARD, and that money damages alone will be inadequate to compensate IntelGARD. Therefore, in the event of a material breach or threatened material breach of any provision of this Agreement by Customer, IntelGARD may, in addition to all other remedies available to IntelGARD at law or in equity, obtain preliminary or permanent injunctive relief prohibiting such breach or compelling specific performance, in any court of competent jurisdiction, notwithstanding Section 12.9 (Arbitration) above.
In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
12.12 Entire Agreement
Please also feel free to contact us if you have any questions about IntelGARD’s User Terms of Service. You may contact us at info@IntelGARD.com or at our mailing address below:
1900 Reston Metro Plaza
Reston, VA 20190