IntelliGRC Legal Documentation
The Terms of Service (TOS) listed below are only for new subscriptions on or after September 6th, 2023. All existing subscription users are still operating under their original Subscription Master Services Agreement (MSA).
Terms of Service
Version 1.4 (Revised September 05, 2023)
IntelliGRC provides access to the IntelliGRC Software as a Service (as defined below) pursuant to the following terms and conditions. These IntelliGRC Terms of Service apply to both individuals and Registered Entities (as defined below) and are effective immediately upon your clicking the "Register”" or upon accessing the Service for which these Terms of Service have been accepted on your behalf. You may not use the Service, or any Applications made available through the Service until you or an authorized entity or individual who has granted you access, has read and accepted all of the Terms of Service.
As used in the Terms of Service, the terms "you", "your" or "user" all refer to both the person using the service in any way, including those registered as, for, or on behalf of a corporate entity, such as a company, business, affiliated entities, corporation, government agency, or other business entity and its employees, subcontractors, affiliates, and all other persons or entities permitted to access and use the Service or any Applications made available through the Service in any way. For purposes hereof, “Registered Entity” means the customer of IntelliGRC that has subscribed for and is paying the fees for the Service and expressly excludes the third-party end users of such IntelliGRC customer.
1. Services Provided by IntelliGRC.
IntelliGRC or third parties acting on IntelliGRC's behalf will provide access to the IntelliGRC Service, a web-based service that allows you to store, retrieve, organize, and share data (the "Service"). Subject to these Terms of Service (including all policies linked to it), IntelliGRC hereby grants to you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your own internal business purposes. All rights not expressly granted to you herein are reserved by IntelliGRC and its licensors. You are authorized to access and use the Service and to otherwise freely use all tools, features, and capabilities of the Service in accordance with these Terms of Service. To use the Service, you are responsible at your own expense to acquire access to the World Wide Web, either directly or through devices that access web-based content, and to pay any service fees associated with such access. In addition, you agree to provide all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. You shall not attempt to access any other of IntelliGRC's systems, programs or data that are not made available for public use by IntelliGRC.
2. Service Fees.
You agree to pay any applicable fees for the Service plan described on your account page. If (a) the number of users granted access exceeds the number of users purchased, or (b) you exceed the number of devices, attachments, file space or other plan or package entitlements during the subscription term, IntelliGRC reserves the right to invoice you for such overage. IntelliGRC reserves the right to change fees for the Service at any time, at its discretion, with notice to you. Such notice may be provided to your email address on file with IntelliGRC or through your IntelliGRC account; provided, that any increase in fees shall take effect on the renewal of your then-current subscription term.
2.2 Payment Terms.
Users may have the option to subscribe to a Service plan that provides for (a) monthly or (b) annual payments. For monthly subscriptions, fees shall be due and payable to IntelliGRC by credit card monthly in advance on the billing date as displayed in the Service. For annual or multi-year subscriptions, fees shall be due and may be payable to IntelliGRC by check or wire/ACH transfer within thirty (30) days from the date of IntelliGRC’s invoice and you will be invoiced on an annual basis or at the beginning of your subscription start date agreed to by you in the IntelliGRC order form for the Service. IntelliGRC reserves the right to suspend the accounts of customers who fail to make payments on their plan(s). All fees are non-refundable, in whole or in part, even if the Service is suspended, cancelled or transferred prior to the end of your subscription term.
You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes), if any, associated herewith or your receipt or use of the Service, except for taxes based on IntelliGRC’s net income. In the event that IntelliGRC is required to collect or pay any tax for which you are responsible, IntelliGRC will invoice you and you will pay such taxes and duties directly to IntelliGRC. As between you and IntelliGRC, you will be responsible for collecting and remitting all taxes related to the use of the Service. You will make all payments to IntelliGRC free and clear of, and without reduction for, any withholding taxes or duties; any such taxes or duties imposed on payments of fees to IntelliGRC will be your sole responsibility, and you will provide IntelliGRC with official receipts issued by the appropriate taxing authority, or such other evidence as IntelliGRC may reasonably request, to establish that such taxes have been paid.
The Service, other Service users, or third parties may provide links to other World Wide Web sites or resources. Because IntelliGRC has no control over such sites and resources, you acknowledge and agree that IntelliGRC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources even if such site or resource provides a product that may be used in connection with the Service or contains advertising associated with IntelliGRC’s name or brand. You further acknowledge and agree that IntelliGRC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
5. Your Responsibilities.
5.1 Your Registration Obligations.
In consideration for your use of the Service, you agree to provide, promptly update, and maintain true, accurate, current, and complete information about yourself in the required fields as prompted by the Service's registration form(s) (such information being the "Registration Data"). If you provide any information that is untrue, inaccurate, not current, or incomplete, or IntelliGRC has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, IntelliGRC may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
5.2 Acceptable Use Policy.
You agree to comply with IntelliGRC's then-current Acceptable Use Policy as posted and updated from time to time. By submitting any "Content" to IntelliGRC, you warrant that: (i) you are the owner of such Content or have all the rights necessary to submit such Content to IntelliGRC, and (ii) the use of such Content will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party. “Content” is defined as all information or data, any messages or files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the service, including any trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, metatags, domain names, software and text or other communications or other information, data, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), software, music, sound, photographs, graphics and video transmitted, entered, or stored by you or any of your users using the Service.
You agree not to copy, sell, rent or sublicense (including offering the Service to third parties on an application service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the Service (except solely to the extent necessary for you to create and permit your users to use your Applications as permitted under Section 7 of these Terms of Service). Such restrictions do not apply to the Content and Applications you place on the Service.
For the avoidance of doubt, the right to use the Service (a) may be exercised by your agents, representatives, contractors and/or customers that are not competitors of IntelliGRC; provided, that (i) you require such third parties to execute a written agreement with you that is at least as protective of the Service as this Agreement and which does not grant any greater rights than those granted to you herein and includes all restrictions set forth herein and (ii) you shall be responsible for any breach of this Terms of Service by any such third party. You agree not to access the Service by any means other than through the interface that is provided by IntelliGRC for use in accessing the Service.
You will not, and will not allow third parties, to directly or indirectly access the Service in a manner intended to avoid incurring licensing fees or other charges including providing access to the Service through a separate system, portal or other interface unless specified in an order form.
5.4 Users and Usage
Your right to access and use the Service is limited solely to use by the registered users for which you have purchased a subscription and paid the applicable subscription fees. You may register additional users at any time by adding additional users through your account page or via an additional order form. The subscription term for any additional users added will run concurrently with the then current subscription term and the applicable additional subscription fees will be pro-rated based on the remaining then-current subscription term. You are responsible for payment of all subscription fees for users ordered during the subscription term, whether or not such user is active.
Concurrent usage is prohibited. You may only grant access to the Service to those users who have been assigned unique access credentials. A single username or password may not be used by more than one (1) user. Sharing of access credentials by more than one (1) user is prohibited. Only the identified individual associated with unique access credentials can access the Service using such access credentials. You may not provide access and revoke access to user accounts on a daily or other regular basis to circumvent subscription fees.
6. Proprietary Rights.
6.1 Content and Applications Submitted to the Service.
You acknowledge and agree that IntelliGRC does not pre-screen Content, but that IntelliGRC and its designees, contractors or subsidiaries (i) shall have the right (but not the obligation) in their sole discretion to refuse or to remove any Content or Applications that are available via the Service, and (ii) are not responsible for such Content. Without limiting the foregoing, and without notice to you, IntelliGRC and its designees shall have the right to remove any Content and Applications that violate the Terms of Service, is otherwise deemed objectionable by IntelliGRC in its sole discretion, or to which an allegation of infringement of intellectual property rights has been made, in accordance with the procedure set forth in the Digital Millennium Copyright Act ("DMCA"). You agree that you shall evaluate, and bear all risks associated with the use of any Content or Applications including any reliance on the accuracy, completeness, or usefulness of such Content or Applications.
6.2 IntelliGRC Proprietary Rights.
You acknowledge and agree that the Service and its related services and website contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and you agree not to disclose such information to any third party without IntelliGRC's prior permission. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Service, website or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
Except for the rights and licenses expressly granted herein, all rights in and to all the foregoing are reserved by IntelliGRC and its suppliers. Nothing in this Terms of Service will be deemed to grant to you any right to receive a copy of software underlying the Service, or any other IntelliGRC technology, in either object or source code form.
Further, you acknowledge and agree that IntelliGRC owns all right, title and interest in and to the Aggregate Information it develops and may use Aggregate Information to provide and improve IntelliGRC’s products and services and for sales, marketing and other business purposes. For purposes of the foregoing, “Aggregate Information” means and includes any information, data and/or metadata derived from your use of the Service that is not specific to a person, does not include personally identifiable information, and cannot be used, alone or in conjunction with other information, to identify any specific person.
In the event you provide IntelliGRC any ideas, thoughts, criticisms, suggestions, enhancement requests, techniques, know-how, comments, feedback or other input related to the Service (collectively "Feedback"), including in response to any product plans or roadmaps shared with you, unless otherwise agreed in writing prior to such disclosure, you hereby grant to IntelliGRC a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to you or any other person or entity.
6.3 Your Proprietary Rights.
You grant IntelliGRC the right to use Content and Applications inputted by you into the Service only to the extent that IntelliGRC needs to use such Content and Applications to provide the Service to you and your third-party end users. IntelliGRC does not obtain any right, title or interest in your Content or Applications, except as specifically granted herein to provide the Service to you and your users.
You acknowledge that IntelliGRC will collect and use certain aggregate data as part of providing, analyzing or improving the Service, or any other IntelliGRC product or service, from time to time, and for purposes of statistical analysis and marketing metrics.
Each party who accesses and uses the IntelliGRC Service (together the "parties") shall keep in confidence all of the information maintained by the Service or the Exchange, as well as any trade secrets, know-how, software, product and technology-related information; customer lists, financial information, sales, marketing and business plans, personal identifiable information such as the names of a party’s customers, source code, product roadmap and cost and pricing data, whether or not so marked or identified as confidential or proprietary ("Confidential Information").
All rights, title, and interest in and to the Confidential Information shall remain vested in the party disclosing the Confidential Information ("Disclosing Party"). No rights are granted to the party receiving the Confidential Information ("Receiving Party") by license or otherwise, express or implied, to any trademark, trade secret, copyright, invention, discovery, or to any patent covering the invention or discovery, or any other intellectual property right, nor is the Receiving Party granted any rights in or to the Disclosing Party’s Confidential information, except the limited right to review the Confidential Information solely in performance under these Terms of Service. All rights relating to the Confidential Information that are not expressly granted to the Receiving Party are reserved and retained by the Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN "AS IS" BASIS, AND ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, ARE DISCLAIMED.
The parties shall (a) take reasonable care to prevent unauthorized disclosure or use of the Confidential Information, but in any case not less than the care it takes to protect its own Confidential Information; prevent any unauthorized access, reproduction, disclosure, or use of any of the Confidential Information; (b) use Confidential Information solely in performance under these Terms of Service; (c) restrict access to Confidential Information to its officers, directors, agents, contractors, employees, or representatives who have a need to know such information and who are prohibited from disclosing the information by a contractual, legal or fiduciary obligation no less restrictive than these provisions, including employees of any legal entity the Receiving Party controls, or is controlled by, or under common control, directly or indirectly, by ownership of fifty percent (50%) or more of the voting shares; (d) not remove any copyright or trademark notice, or indication of confidentiality on Confidential Information; and (e) immediately notify in writing the Disclosing Party in the event of unauthorized use or disclosure of Confidential Information. Subsections (a) through (e) above impose no obligation upon Receiving Party to the extent Receiving Party can demonstrate and document that the Confidential Information was rightfully: (i) known by Receiving Party, without restriction, prior to its receipt from Disclosing Party; (ii) obtained from a third party that had no obligation of confidentiality; (iii) in the public domain through no improper conduct by Receiving Party; or (iv) independently developed by or for Receiving Party without access to the Confidential Information.
The Receiving Party is only permitted to disclose Confidential Information if required by court order, law, or regulation, provided however, that Receiving Party shall: (a) give Disclosing Party written notice promptly upon receipt of such a disclosure requirement before any disclosure is made, if legally permitted, and cooperate should Disclosing Party object to such disclosure; and (b) disclose only the Confidential Information that is required by that law or regulation. The parties shall return (or delete in case of electronic copies of such information) any and all Confidential Information, and all copies thereof, upon the other party's request provided that (i) as to your active Service data and the Content contained therein, you may delete data per standard Service procedures, or only upon e-mail or other written instruction by your account administrator; and (ii) as to backed-up Service data and the Content contained therein, such Service data and/or Content will be automatically deleted over time pursuant to IntelliGRC's standard back-up procedures for the Service. The parties shall immediately give notice to the other party of any unauthorized use or disclosure of the other party's
The rights and obligations under this Section 7 shall survive expiration, rescission, or termination of these Terms of Service. Notwithstanding anything to the contrary herein, the Receiving Party’s obligations to protect Confidential Information received shall continue for five (5) years from the date of disclosure by Disclosing Party.
Nothing in these Terms of Service shall prohibit or restrict either party’s right to possess, develop, use, or market products or services, alone or with others, similar to or competitive with those disclosed in the Confidential Information, in compliance with these Terms of Service.
The parties agree that unauthorized use of Confidential Information or other breach of these Terms of Service may cause irreparable harm for which remedies at law would be inadequate, and that a party is entitled to seek equitable relief, in addition to remedies at law.
IntelliGRC may disclose or report Confidential Information in limited circumstances where it believes in good faith that disclosure is required under the law. For example, IntelliGRC may be required to disclose Confidential Information to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request.
Do NOT use the IntelliGRC Service made available through the Service to collect and store Personally Identifiable Information (PII), healthcare or financial information You shall be liable to IntelliGRC for any damages, fines, penalties and other liabilities IntelliGRC may incur as a result of your or your users' breach of the foregoing.
Do Not submit any information to IntelliGRC that is considered confidential, restricted, secret, or classified. Always ensure that all information is properly labelled, and transmitted securely. IntelliGRC will always be accessible only at https://IntelliGRC.com or https://IntelliGRC.app.
IntelliGRC shall reasonably cooperate (at your cost) with you or with an applicable regulatory authority in connection with the examination, audit or other formal proceeding by such regulatory authority of your Content or other data in your IntelliGRC accounts.
9. Third Party Access.
If you permit your affiliates, subsidiaries, employees, and/or any third party access and/or use the Service and/or your Content, you shall be solely responsible for (i) their acts and/or omissions in connection with their access and/or use of the Service and (ii) ensuring that their access and/or use of the Service is in compliance with these Terms of Service, and any and all applicable local laws, rules and regulations. You agree to fully indemnify IntelliGRC and its affiliates, subsidiaries, licensors, and online service providers (collectively, "Representatives") for any liability, fines, penalties, costs, claims and/or damages incurred by IntelliGRC and/or the Representatives in connection with any claim related to the access and/or use of the Service and/or your Content by you, your affiliates, subsidiaries, employees or any third-party authorized by you. You agree to notify IntelliGRC immediately upon discovery of any unauthorized access or use of the Service, or any password or account, or any known or suspected breach of security in connection with the Service.
10. Modifications to the Service or Agreements.
IntelliGRC reserves the right at any time and from time to time to modify the Service (or any part thereof) or any related service or offering with or without notice. For example, we may assign a specific URL for your use with IntelliGRC. You understand and agree that we have the right to modify or retire that URL at any time, with reasonable notice to you. In such case, we may assign you a replacement URL.
Should IntelliGRC choose to permanently discontinue the Service, IntelliGRC (i) will send notification to your Account Administrator via e-mail at least sixty (60) days prior to such discontinuance and (ii) will post notification of this decision on the Service web site at least thirty (30) days prior to such discontinuance. In such instance, you will be responsible for retrieving your data from the Service during the sixty (60)-day period referenced in (i).
IntelliGRC may establish or revise from time to time general practices and limits concerning your use of the Service consistent with its general practices and limits for its other customers that have purchased the same plan or package, including without limitation: (i) establishing the maximum amount of storage space that you are allotted within the Service at any given time; and (ii) limiting the amount of bandwidth you may use within the Service in a given period of time.
IntelliGRC may limit without notice the volume of email forwarding or file downloading from your database within the Service in response to unreasonable activity (such as spamming or hosting a publicly accessible exchange of large data files) as determined in IntelliGRC’s sole reasonable discretion. IntelliGRC reserves the right to change these general practices and limits at its sole discretion and will make best commercially reasonable efforts to provide you with as much notice of such changes as possible, except in the event of an emergency or a material performance, availability, stability, or legal issue affecting the Service.
You agree that IntelliGRC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, the Exchange, any resulting loss, or destruction of any Content that you place on the Service, or removal of an Application from the Exchange.
IntelliGRC may specify from time to time the version(s) of related products required to use the Service (e.g., supported browser versions). IntelliGRC may periodically modify these Terms of Service, the Supplemental Terms, any Additional Terms, or any other agreement incorporated herein by reference. In the event IntelliGRC modifies any terms, IntelliGRC may post it to the Service web site and may, promptly thereafter, notify your Account Administrator via e-mail that such posting has been made.
Your continued use of the Service, or your submission of your Application to IntelliGRC for distribution via the Exchange, or your download or access to Applications from the Exchange after such modification shall constitute your acceptance of the Terms of Service, any Additional Terms, and/or the Supplemental Terms with the new modifications, as applicable. If you do not agree to any of such changes, you may terminate the Terms of Service, the Additional Terms, and/or the Supplemental Terms, as applicable and immediately cease all access and use of the Service, Application(s) and/or submission of new Applications to IntelliGRC. In addition, IntelliGRC may at any time introduce separate Terms of Service for users in certain jurisdictions and require users in these jurisdictions to agree to the separate Terms of Service. In all cases, you and all users agree that termination of the Terms of Service, the Supplemental Terms, any Additional Terms, and any separate Terms of Service, and cessation of all access and use of the Service and Applications provided via the Exchange would be the exclusive remedy if you and such users do not wish to comply with the Terms of Service, the Supplemental Terms or other agreements incorporated therein by reference.
11. Term and Termination.
These Terms of Service shall be effective upon registration and thereafter shall continue on either (i) if you are a monthly subscriber, a month-to-month basis until either you or IntelliGRC provide notice of termination to the other at least thirty days prior to your desired final billing date or (ii) if you are an annual or multi-year subscriber, an annual basis until either you or IntelliGRC provide notice of termination to the other at least thirty days prior to the end of your then-current subscription period. Your plan and service entitlements may not be downgraded during the term of your subscription
11.2 Termination by IntelliGRC.
You acknowledge and agree that IntelliGRC, in its sole discretion, may suspend or terminate your account and/or deny you access to, use of, or submission of Content for, all or part of the Service, without prior notice and for any reason, including if you engage in any conduct that IntelliGRC believes: (a) violates the letter or spirit of any term or provision of the Terms of Service or the Supplemental Terms, (b) violates the rights of IntelliGRC or third parties, or (c) is otherwise inappropriate for continued access and use of the Service. You agree that, upon termination, IntelliGRC may delete all files and information related to your account and may bar your access to your account and the Service. At your written request within 5 business days of termination IntelliGRC will provide you with a copy of the most recent data from your Service account. Notwithstanding the foregoing, IntelliGRC will not provide you access to the most recent data from your Service account if IntelliGRC believes that such data violates the rights of IntelliGRC or third parties. Further, you agree that IntelliGRC shall not be liable to you or any third party for any termination of your access to the Service.
Any termination does not absolve you from your continued adherence to the Confidentiality and Non-Disclosure clauses of this Agreement, for at least three (3) years.
12. Disclaimer of Warranties; Indemnity; LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:(A) YOUR USE OF THE SERVICE, THE EXCHANGE, AND ANY APPLICATIONS INCLUDING SERVICES PROVIDED IN CONNECTION THEREWITH IS AT YOUR SOLE RISK. THE SERVICE, THE EXCHANGE, AND ANY APPLICATIONS, INCLUDING SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IntelliGRC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(B) IntelliGRC AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE OR ANY APPLICATIONS WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) THE SERVICE OR ANY APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR APPLICATIONS WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICE, APPLICATION, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE, APPLICATION, OR THE EXCHANGE WILL MEET YOUR EXPECTATIONS.
(C) IntelliGRC WILL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO DATA ENTERED INTO THE MARKET OR SERVICE. IntelliGRC AND ITS SUPPLIERS MAKE NO WARRANTY THAT SUCH EFFORTS WILL BE SECURE AGAINST ANY UNAUTHORIZED ACCESS OR OTHER SECURITY BREACHES.
IntelliGRC AND ITS SUPPLIERS FURTHER MAKE NO WARRANTY IN CONNECTION WITH UPLOAD OR DOWNLOAD OF "SENSITIVIE DATA TYPES", DEFINED AS DATA PERTAINING TO (a) THE MANUFACTURE, STORAGE, USE, TRANSPORT, OR DESTRUCTION OF NUCLEAR POWER; (b) ANY CONTROL OF SYSTEMS, PROGRAMS, FACILITIES, EQUIPMENT, OR SOFTWARE USED IN SUCH A MANNER AS TO RESULT IN LIFE OR DEATH; (c) THE DESIGN, MANUFACTURE, ACCESS OR USE OF ANY NAVIGATIONAL GUIDANCE SYSTEM; (d) THE DESIGN, MANUFACTURE, OR USE OF ANY MEDICAL SOFTWARE OR EQUIPMENT USED FOR LIFE SUPORT; (d) THE OPERATIONS OR ANY CRITICAL FACILITIES BELONGING TO YOU OR YOUR CUSTOMERS; OR (e) ANY MILITARY OR GOVERNMENTAL SECRET OR SENSITIVE INFORMATION.
(D) IntelliGRC AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE, THE SUPPLEMENTAL TERMS, ANY ADDITIONAL TERMS, THE SERVICE OR ANY APPLICATIONS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.
IntelliGRC EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE OR APPLICATION WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, THE DEPARTMENT OF DEFENSE’S CYBER MATURITY MODEL CERTIFICATION (CMMC), AND NIST PUBLICATION STANDARD, OR ANY OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE, RELATED SERVICES, ANY APPLICATIONS OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
(E) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR THE EXCHANGE IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(F) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IntelliGRC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.
12.2 Representations and Warranties.
IntelliGRC represents, warrants, and covenants that the Service will include the functionality provided in the plan documentation. In the event of a breach of the foregoing warranty, your sole and exclusive remedy and IntelliGRC’s sole liability shall be to modify the Service so that it is conforming or if IntelliGRC is unable or unwilling to do so, IntelliGRC may terminate your user account and your subscription to the Service. Further, notwithstanding the foregoing, IntelliGRC shall have no liability for any nonconformity resulting from your or your users’ acts or omissions or from any Content or Applications.
You represent and warrant the following: (i) your use of the Service and/or an Application and your submission of Content does not directly or indirectly infringe, violate or misappropriate the legal rights of a third party, including without limitation any violation of rights of privacy or publicity; (ii) your development, marketing or distribution of your Application and any Content included therein does not directly or indirectly infringe, violate or misappropriate the legal rights of a third party, including without limitation any violation of rights of privacy or publicity; (iii) all information provided by you in connection with your registration is complete, accurate and reliable, and (iv) you will comply with all applicable laws, rules and regulations in connection with your use of the Service, a third party Application or your Application, including without limitation laws, rules, regulations and guidelines with respect to data privacy and security.
(A) IntelliGRC will defend and indemnify the Registered Entity or individual who has accepted the Terms of Service against any action brought against such Registered Entity or individual by a third party to the extent that it is based upon a claim that the Service, as provided by IntelliGRC to you under this Terms of Service and used within the scope of the Terms of Service, infringes any U.S. copyright, trademark or trade secret, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded by a U.S. court of law either by final judgment or settlement against such Registered Entity or individual. Notwithstanding the foregoing, IntelliGRC shall have no liability for any claims resulting from or arising out of the use of the Service in combination with any applications, hardware, software, or other materials not developed by IntelliGRC or use of the Service in breach of this Terms of Service or in violation of applicable laws, rules or regulations.
The foregoing indemnification obligations are conditioned on the Registered Entity: (a) notifying IntelliGRC promptly in writing of such action, (b) reasonably cooperating and assisting in such defense, and (c) giving sole control of the defense and any related settlement negotiations to IntelliGRC. The foregoing indemnity provided in this Section (Section 12.3 (A)) is IntelliGRC’s sole liability to you and your exclusive remedy for claims of intellectual property infringement. IntelliGRC shall have no liability or obligations to any user under this provision.
(B) You agree to indemnify and hold harmless IntelliGRC, its subsidiaries, affiliates and service providers, and its and their directors, officers, agents and employees ("Indemnitees"), from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content or your Application; your use of the Service; your use of an Application or Content included therein; your reviews or feedbacks; your connection to the Service; your violation of the Terms of Service or the Supplemental Terms; or your violation of any proprietary or other rights of another. You further agree and acknowledge that the Indemnitees are not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to your use of the Service. You further agree to indemnify, defend and hold harmless the Indemnitees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Service, Content, an Application or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of any term of the Terms of Service or Supplemental Terms by you or users of your account.
12.4 Limitation of Liability.
(A) YOU EXPRESSLY UNDERSTAND AND AGREE THAT IntelliGRC AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INTELLIGRC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE, THE EXCHANGE OR AN APPLICATION; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE OR THE EXCHANGE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CONTENT,TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; (v) LOSS OR CORRUPTION OF DATA, CONTENT OR APPLICATIONS; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE, THE EXCHANGE, CONTENT OR AN APPLICATION.
(B) YOU ALSO AGREE THAT IntelliGRC WILL NOT BE LIABLE FOR ANY (i) INTERRUPTION OF BUSINESS, (ii) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU OR THIRD PARTY USERS ACCESS THROUGH THE SERVICE; (iii) DATA OR CONTENT NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (iv) UNAUTHORIZED ACCESS TO DATA OR CONTENT ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE SERVICE OR IN ANY RESTRICTED FIELD THEREIN OR AN APPLICATION; (v) COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR (vi) EVENTS BEYOND INTELLIGRC'S REASONABLE CONTROL.
(C) IN NO EVENT SHALL INTELLIGRC'S MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY YOU TO INTELLIGRC FOR THE SERVICE, TO A MAXIMUM AMOUNT EQUAL TO SERVICE CHARGES FOR SIX (6) MONTHS OF THE SERVICE.
(D) Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms of Service if such delay is caused by a labor dispute, strike, shortage of materials, fire, earthquake, flood, terrorism, failure of utility or telecommunications providers, denial of service attach, failure of suppliers, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
(E) Each party acknowledges that the fees set forth in this Terms of Service reflect the allocation of risk between the parties and that the other party would not enter into this Terms of Service without these limitations on its liability. Neither party shall be responsible or liable for any loss, damage or inconvenience suffered by the other or by any third person, to the extent that such loss, damage or inconvenience is caused by the failure of the other party to comply with its obligations under this Terms of Service.
12.5 Exclusions and Limitations.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS MAY NOT APPLY TO YOU.
13. General Information.
(A) Notices to you may be made via either e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Service. These Terms of Service are intended for the sole and exclusive benefit of the Registered Entity and IntelliGRC and is not intended to benefit any third party. Only the Registered Entity and IntelliGRC may enforce the Terms of Service.
(B) The Service may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on the Service. If you provide notice to IntelliGRC, such notice shall be sent to: IntelliGRC, 12015 Lee Jackson Hwy Suite 600, Fairfax VA 22033
(C) The Terms of Service (and the agreements and policies linked to them) constitute the entire agreement between you and IntelliGRC and governs your use of the Service, superseding any prior agreements, understandings, negotiations, and discussions, whether oral or written, between you and IntelliGRC (including, but not limited to, any prior versions of the Terms of Service) with respect to the subject matter herein. Notwithstanding the content of any purchase order, sales order, sale confirmation, or any other document relating to the subject matter herein, the Terms of Service shall take precedence over any such document, and any conflicting, inconsistent, or additional terms contained therein shall be null and void. You also may be subject to additional terms and conditions that may apply when you use affiliate or other IntelliGRC services, third-party content, or third-party software.
(E) The Terms of Service do not limit any rights that IntelliGRC may have under trade secret, copyright, patent, trademark, or other laws. The failure of IntelliGRC to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service, or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.
(F) You may not assign your account or your rights under these Terms of Service to a third party without IntelliGRC’s prior written consent. These Terms of Service will be binding upon the parties and their respective successors and permitted assigns.
(G) With respect to any acquisition or use of the Service by or for any unit or agency of the United States Government (the "Government"), the Service shall be classified as "commercial computer software" as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Service was developed entirely at private expense, and no part of the Service was first produced in the performance of a government contract. If the Service is supplied for use by the DoD, the Service is delivered subject to the terms of this Terms of Service and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Service is supplied for use by a Federal agency other than the DoD, the Service is restricted computer software delivered subject to the terms of this Terms of Service and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is Tiber Creek Consulting Inc., Attn: IntelliGRC, 12015 Lee Jackson Hwy Suite 600, Fairfax VA 22033.
(H) All representations, warranties, Sections 4, 6, 8, 9, and 13 in the Terms of Service shall survive the termination of your account or access to the Service.
(I) IntelliGRC does not represent that information on the website for the Service is appropriate or available for use in all countries. IntelliGRC prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative and you are responsible for compliance with all applicable laws.
(J) Language. Any translation of these Terms of Service is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of these Terms of Service shall govern. The parties hereby confirm that they agree that these Terms of Service and all related documents be drafted in English.
(K) Export Restrictions. You acknowledge that the Service, including the mobile application, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations and will not export or re-export any part of the Service, in violation of these laws and regulations, directly or indirectly.
(L) Publicity. You agree that IntelliGRC may issue a press release regarding your use of the Service and that IntelliGRC may publicly refer to you as a customer of IntelliGRC, including on IntelliGRC’s website and in sales presentations, and may use your name and logo for such purposes. You may request that IntelliGRC cease use of your name and logo or otherwise opt out of the foregoing by notifying IntelliGRC via email to firstname.lastname@example.org and including “Opt Out” in the subject line of your email.