TERMS AND CONDITIONS

TERMS AND CONDITIONS OF USE

1. YOUR USE OF OUR SITE AND SERVICES

By using the Intelishare service, websites, or software applications, including the submission of information to, and use of, the real estate information services (together, the “Intelishare Service” or “Service”), available through the Intelishare site (located at http://www.Intelishare.com), you, the end user customer (“Customer”) are entering into a binding contract with Intelishare, Inc. and its affiliates (collectively, “Intelishare”).  Your agreement with us includes these Terms and Conditions of Use, and our Privacy Policy (together the “Terms and Conditions” or the “Agreement”). 

Except as expressly authorized hereunder, the Intelishare Service may not be reproduced, duplicated, copied, sold, resold, visited, reverse-engineered or otherwise exploited for any purpose without our prior written authorization. Intelishare reserves the right to alter or discontinue Service, in whole or in part, at any time in its sole discretion.

If you do not agree to these Terms and Conditions, then please don’t use the Service. All questions concerning this Agreement should be directed to: General Counsel, Intelishare, Inc., 1875 Century Park East Suite 700 Los Angeles, California 90067. Intelishare may update these Terms and Conditions at any time and without notice. By continuing to use the Service after those changes are made, you are expressing and acknowledging your acceptance of the changes.  The latest version of the Terms and Conditions is available on the Intelishare site.

While using the Intelishare Service, Customers agree not to:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including, without limitation, others' privacy rights or rights of publicity;
  • Impersonate any person or entity or use any fraudulent, misleading or inaccurate email address or other contact information;
  • Restrict or inhibit any other user from using any of Intelishare Service, including, without limitation, by means of "hacking" or defacing any portion of the Intelishare site and Service;
  • Violate any applicable laws or regulations;
  • Upload to, transmit through, or display on the Intelishare site (a) any material that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes Intelishare’s or any third party's intellectual property or other rights; (b) any confidential, proprietary or trade secret information of any third party; or (c) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except as otherwise expressly permitted by us);
  • Use the Intelishare system or its tools to generate or send unsolicited commercial email (spam);
  • Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, or other destructive items;
  • Modify, adapt, translate, distribute, reverse-engineer, decompile or disassemble any portion of the Intelishare site and Service; and
  • Remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the Intelishare site and Service.

Customer agrees to treat all information obtained from the Service, including maps, and any information otherwise made available to Customer in the Service (individually and collectively, "Content") as proprietary to Intelishare. Customer agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Intelishare. Intelishare does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer's own risk. Customer may access the Content solely to obtain initial information from which further evaluation and investigation may commence.

Customer shall not use the Intelishare Service as part of any effort to compete with Intelishare, including without limitation using the Intelishare Service to provide, alone or in combination with any other product or service, any database services to any third party or any use that causes a reduction or loss from an existing or potential Intelishare customer, nor shall Customer remove, erase, or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Intelishare Service. Customer shall not use any robot, spider or other automated process to submit files, monitor, data mine or copy Intelishare products, services or information.  Customer shall not copy and designs of Intelishare Service, including but not limited to, the design of the site, including navigation bars, fields and features, as well as the design of PDF documents generated through the Intelishare site and Service, including but not limited to Cover Page and Table of Content designs.

If Customer fails to comply with the above rules, such failure will constitute a violation of these Terms and Conditions, and, in addition to any other rights or remedies Intelishare may have, Intelishare may immediately terminate Customer’s access to and use of Intelishare Service.

2. MEMBER ACCOUNT

In order to create a member account with Intelishare, Customer must be at least 18 years of age. By creating a member account, a Customer represents to Intelishare that he/she is at least 18 years old. If you are not, please do not set up an account with Intelishare. Customer agrees that Customer will provide complete, current and accurate information about himself/herself as requested, and that Customer will keep that information up to date. Customer is responsible for safeguarding the confidentiality of his/her username and password that Customer uses to access Customer’s member account. Customer agrees not to disclose Customer’s username or password to any third party. Customer agrees that Customer is solely and fully responsible for any activities or actions taken under Customer’s account, whether or not Customer has authorized such activities or actions. Customer will immediately notify Intelishare of any unauthorized use of Customer’s account.

Membership privileges are granted by Intelishare to individuals exclusively and are granted specifically to the registered member only. No employee, independent contractor, agent, or affiliate of a competing real estate information service is permitted to access the Intelishare site without express written permission from Intelishare. Membership rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone other than the registered member without the express written permission of Intelishare. Members are not permitted to share their individual login information with others. Intelishare has the right to refuse service to any member, individual, organization, or firm (and all members associated or affiliated with said organization or firm) that refuses to abide by the Terms and Conditions herein, or abuses their rights related to the Intelishare Service.

3. INTELISHARE COMMUNICATION

Intelishare utilizes email as a vital and primary communication channel with Customers. As a registered member, Customers hereby acknowledge and grant Intelishare the permission to communicate with Customers via email (as well as other communication channels such as telephone and facsimile) for any purposes Intelishare determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Intelishare will use best efforts to honor Customer's request to opt out of marketing messages, but under no circumstances will Intelishare have any liability for sending any email to its registered member/Customers. By becoming a registered member/Customer of Intelishare, Customer acknowledges and agrees that Intelishare may record telephone and other electronic communications it has with Customer for Intelishare's internal business purposes, including but not limited to training and quality assurance purposes.

4. USER GENERATED CONTENT

Customer may post, upload, email or otherwise transmit and/or contribute (individually and collectively, “post”) content to the Intelishare site or in connection with Intelishare Service, including pictures, property descriptions, images, graphics, financial data, contact information or other information (individually and collectively, “User Content”). Customers are solely responsible for any User Content Customer provides and for any consequences thereof.

Customer affirms, represents, and warrants that Customer has the right to post any User Content which Customer posts to the Intelishare site or in connection with Intelishare Service, and that such User Content, or its use by Intelishare as contemplated by this Agreement, does not violate this Agreement, applicable law, or the intellectual property or publicity rights of others. Customer grants Intelishare a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any User Content that Customer posts on the Intelishare site or in connection with Intelishare Service.  Aside from the rights specifically granted herein, Customer retains ownership of all rights, including intellectual property rights, in the User Content that Customer posts to the Intelishare site or in connection with Intelishare Service, except that, where applicable under Local Country law, Customer agrees to waive Customer’s right to be identified as the author of any User Content on the Intelishare site or in connection with Intelishare Service and Customer’s right to object to derogatory treatment of such User Content.

For clarity, Customer retains all of Customer’s ownership rights in User Content. However, by posting User Content to the Intelishare site or in connection with Intelishare Service, Customer hereby grants Intelishare a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use, reproduce, adapt, perform, display, publish, translate, prepare derivative works from, modify, distribute, sell, and take any other action with respect to any User Content that Customer posts on the Intelishare site or in connection with Intelishare Service (in whole or in part), and/or to incorporate it in other works in any form, media, or technology now known or later developed. Customer also hereby grants each registered user of the Intelishare site and or in connection with Intelishare Service a non-exclusive license to access User Content posted by Customer through the Intelishare site or in connection with Intelishare Service, and to use, reproduce, distribute, display and perform such content as permitted through the functionality of the Intelishare site or in connection with Intelishare Service and under this Agreement.  Customer further agrees to allow submitted User Content, or any part therein, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by the Intelishare site or in connection with Intelishare Service.  Intelishare shall have the sole authority to choose the manner in which any submitted User Content will be searched, displayed, accessed, downloaded, copied, and otherwise used by Intelishare in the exercise of its rights under this Agreement. The above licenses granted by Customer in User Content Customer posts to the Intelishare site or in connection with Intelishare Service terminate within a commercially reasonable time after Customer terminates Customer’s member account. Customer understands and agrees, however, that Intelishare may retain, but not display or distribute server copies of User Content that have been removed or deleted. Customer will be solely responsible for retaining back-up copies of User Content. The above licenses granted by Customer are perpetual and irrevocable.

Customer further agrees that content Customer submits to the Intelishare site or in connection with Intelishare Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless Customer has permission from the rightful owner of the material or Customer is otherwise legally entitled to use the material and to grant Intelishare all of the license rights granted herein.

Email addresses that Customer uploads to Intelishare are for Customer's use only; Intelishare agrees not to use Customer's contact list.

5. COPYRIGHT ISSUES

While Intelishare is not obligated to review User Submitted Materials for copyright infringement, Intelishare is committed to protecting copyrights and expects users of the Intelishare site and Service to do the same. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through the Intelishare site or in connection with Intelishare Service infringes your copyright, you (or your agent) may send Intelishare a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of where the material that you claim is infringing is located on Intelishare, with identifying information for the file, if applicable;
  • Your address, telephone number, and e-mail address;
  • 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;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. DMCA notices and counter-notices regarding the Intelishare site and Service should be sent to:

Att: 

Intelishare, Inc.

Attn: General Counsel

1875 Century Park East

Suite 700

Los Angeles, California 90067

Email: info@Intelishare.com

Intelishare may forward any notice(s) of alleged infringement pursuant to this Section to the person(s) who provided the allegedly infringing content.

6. OWNERSHIP

Intelishare retains all rights (including Intellectual Property Rights as defined below), title and interest in the Intelishare site, technology, brochures, database, user generated Marketing Package or user generated Offering Memorandum, and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Intelishare products, services, information, or deliverables (individually and collectively, "Deliverables") hereunder. Customer will not and will not allow others to reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Intelishare's technology or delete or alter author attributes or copyright notices. Customer shall use the Intelishare system solely for their own individual use and shall not share passwords with others or allow others to use the Intelishare system under or through that Customer's login ID/email and password; nor shall Customer use the Intelishare system to create Marketing Packages or Offering Memoranda on behalf of other non-customer brokerage, research, analyst, sales or other similar personnel.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

7. PAYMENT TERMS AND MEMBERSHIP SUBSCRIPTIONS

Please read these terms carefully before subscribing to the Intelishare site. By subscribing to the Intelishare site, you (meaning yourself and any company or other entity or business for whom you work or otherwise represent) agree to be legally bound by these terms.  If you do not agree to these terms (or are not authorized to do so) you should not subscribe to the Intelishare site.

Customers may subscribe to the site through a Trial Membership, if available, or through a monthly subscription purchase. As a Trial Member, Customer may use some, but not all, of the features and services available within the Intelishare Service.  A Trial Member may create one (1) Marketing Package or Offering Memorandum. To access or use additional features and services, including the ability to create unlimited Marketing Packages or Offering Memoranda, Customer must become a paying member subscriber to the Intelishare Service.   

In the event Intelishare offers the ability to create additional Marketing Packages or Offering Memoranda after a user’s Trial Membership has expired, (“Single Term Purchase”) Customer acknowledges that fees paid for each and every Single Term Purchase are specific to that Single Term Purchase, are non-refundable, and may not be applied towards another Single Term Purchase or monthly subscription purchase. If a Single Term Purchase is not used in 90 days from the date of purchase it will expire.

Customer agrees to pay for all products ordered through the Intelishare site or via the Intelishare sales team using the payment method indicated, and provides Intelishare express authorization to charge said fees to the Customer's payment provider at time of purchase or renewal. Fees owed depend on the specific type and quantity of Deliverables ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Intelishare may immediately cease to provide any and all Deliverables to the customer. The fees do not include sales, use, excise or any other taxes or fees now or hereafter imposed by any governmental authority with respect to the Deliverables. At Intelishare's option, Customer shall pay such taxes or fees directly or pay to Intelishare any such taxes or fees immediately upon invoicing by Intelishare. Intelishare is required to collect sales tax on purchases in select states. Recurring charges will include sales tax in accordance with applicable laws of Customer’s state. Customer’s billing information can be viewed online via the "Current Plan" section under the “My Account" tab. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the then-current monthly billing period. Discounts received via a product bundle are subject to removal when product(s) in bundle are canceled. No partial month refunds will be provided.

Monthly subscriptions will automatically renew using the Customer's current credit card account number unless Customer or Intelishare cancels their subscription seven (7) days prior to the renewal date. Customer should contact Intelishare Client Services at Help@Intelishare.com or at 310-284-3118 to cancel their subscription, or if available, cancellations can be placed online via the "My Account" tab within the "Current Plan" section. All other subscriptions, including quarterly and annual commitment subscriptions, if available, will automatically renew for additional terms equaling the original term unless Customer or Intelishare provides thirty (30) days' advance written notice of non-renewal. Quarterly and annual commitment subscriptions may be canceled as of the end of term only; no mid-term cancellations will be permitted. All cancellation and non-renewal requests by Customer will be processed within five (5) business days. Once the cancellation is processed, a confirmation email will be sent via the customer's email account on record with Intelishare.

If Customer cancels subscription then Customer understand that Intelishare will not store Files, or any information entered by Customer. Customer understands that any information and data entered into Intelishare will be deleted from the site and Intelishare’s servers within a commercially reasonable time.

If Customer has a question about a cancellation, Customer should contact Intelishare Client Services at Help@Intelishare.com or at 310-284-3118. Intelishare reserves the right to change its fees or billing methods at any time. Intelishare will provide timely notice to the affected Customers of any such changes. Please note, Intelishare will not increase fees for Customers who created a member account with Intelishare prior to March 31, 2016.

It is the Customer's responsibility to promptly provide Intelishare with any contact or billing information changes or updates (including phone number, email address, credit card numbers, etc.). Account updates should be made online via the "My Account" tab within the "Current Plan" section, once Customer has logged into www.Intelishare.com, or by contacting Intelishare Client Services at Help@Intelishare.com or at 310-284-3118. Intelishare does not validate all credit card information required by the Customer's payment provider to secure payment.

The Customer must notify Intelishare about any billing problems or discrepancies within 90 days after charges first appear on their Account statement. If it is not brought to Intelishare's attention within 90 days, Customer agrees to waive their right to dispute such problems or discrepancies.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

IN NO EVENT SHALL INTELISHARE BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS, LOSS OF GOODWILL OR BUSINESS REPUTATION, OTHER INTANGIBLE LOSS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION, PRODUCTS OR SERVICES PROVIDED, RELIANCE BY THE CUSTOMER ON THE COMPLETENESS OR ACCURACY OF INFORMATION, PRODUCTS OR SERVICES, LOSS OF USE OF DATA, LOSS OF DATA, COMPUTER VIRUSES, COMPUTER CORRUPTION, DELETION OR CORRUPTION OF CONTENT OR DATA MAINTAINED OR TRANSMITTED THROUGH THE USE OF INTELISHARE'S SERVICES, FILE FUNCTIONALITY OR CUSTOMER'S FAILURE TO KEEP CUSTOMER'S LOGIN AND/OR PASSWORD SECURE AND CONFIDENT) ARISING OUT OF THIS AGREEMENT. Customer's exclusive remedy, and Intelishare's entire liability under this Agreement shall be a refund to Customer of the fees paid to Intelishare hereunder, and in no event will Intelishare's liability for any reason exceed such fee. Intelishare (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer's use of the Deliverables, and Customer shall indemnify Intelishare (and Intelishare's officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Customer arising from Customer's use or application of the Services or the Deliverables. Some jurisdictions do not allow the exclusion of liability for certain damages. As a result, some of the exclusions above may not apply to you.

9. WARRANTY DISCLAIMERS

THE SERVICE, REPORTS AND ALL OTHER INFORMATION ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. INTELISHARE MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE INTELISHARE SITE AND SERVICE, AND INFORMATION, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND INTELISHARE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, QUIET ENJOYMENT, WORKMANLIKE EFFORT, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATING TO ENCUMBERANCES OR LIENS, AND, UNDER THE LAW OF THE UNITED STATES, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES. INTELISHARE MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES THAT ACCESS TO INTELISHARE'S SERVICE WILL BE UNINTERRUPTED OR SECURE. ANY MATERIAL DOWNLOADED FROM INTELISHARE'S SITE, IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WAIVES ALL CLAIMS AND CAUSES OF ACTION RELATING TO ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM SUCH DOWNLOADS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INTELISHARE OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS AND CONDITIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. AS A RESULT, SOME OF THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU

10. THIRD-PARTY SITES, SOFTWARE AND SERVICES

The Intelishare site and Service may direct Customer to sites, software or services owned or operated by third parties ("Third Party Properties"). Intelishare has not reviewed all of the Third Party Properties to which Customer may be directed and Intelishare has no control over such Third Party Properties. Intelishare has no control over and is not responsible for (a) the content and operation of such Third Party Properties, or (b) the privacy or other practices of such Third Party Properties. The fact that the Intelishare site and Service direct Customer to such Third Party Properties does not indicate any approval or endorsement of any such Third Party Properties. Intelishare directs Customer to such Third Party Properties only as a convenience. Customer is responsible for the costs associated with such Third Party Properties, including any applicable license fees and service charges. Accordingly, Intelishare strongly encourages Customers to become familiar with the terms of use and practices of any such Third Party Properties.

Other sites may provide links to the Intelishare site and Service with or without Intelishare’s authorization. Intelishare does not endorse such sites, and is not and will not be responsible or liable for any links from those sites to the Intelishare site and Service, any content, advertising, products or other materials available on or through such other sites, or any loss or damages incurred in connection therewith.

CUSTOMER AGREES THAT CUSTOMER’S USE OF THIRD PARTY SITES, SOFTWARE AND SERVICES INCLUDING, WITHOUT LIMITATION, CUSTOMER’S USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES, SOFTWARE AND SERVICES, IS AT CUSTOMER’S OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES, SOFTWARE AND SERVICES.

Intelishare will have the right, at any time and in its sole discretion, to block links to the Intelishare site and Service through technological or other means without prior notice.

11. BROKERS AND AGENTS

Any Customer who identifies himself/herself as a broker or agent on the Intelishare site member registration form or otherwise purports to be a broker hereby represents and warrants that Customer is validly licensed as a broker and is in compliance with applicable broker requirements in all jurisdictions in which Customer is required to be licensed. Intelishare may, in its sole discretion, but without any obligation to verify the licensure of such individual as a broker or agent, remove from the list of brokers any Customer whom Intelishare believes is not a licensed broker or agent in any applicable jurisdiction. Intelishare may, in its sole discretion, terminate the accounts of, and refuse services to, any Customer who repeatedly or knowingly misrepresents its licensed broker or agent status or upon notification by any state agency or similar governmental authority that such Customer is not a licensed broker. Intelishare does not and shall not have any obligation to independently verify the licensure of individuals identified as brokers and agents on the site. It is Customer’s responsibility to confirm the licensed status of any brokers listed on the Intelishare site.

12. MISCELLANEOUS

If any provision of these Terms and Conditions, or the application thereof to any person, place or circumstance, will be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision will be enforced to the maximum extent possible, or, if incapable of such enforcement, will be deemed to be deleted from these Terms and Conditions, and the remainder of these Terms and Conditions and such provisions as applied to other persons, places and circumstances will remain in full force and effect. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This is the entire agreement between us relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. The rights under this Agreement or any license granted hereunder may not be assigned, sublicensed or otherwise transferred by Customer without the prior written consent of Intelishare, which retains the right to withhold consent in its sole discretion. These Terms and Conditions may not be modified or amended except as updated by Intelishare as set forth in this Agreement. Any heading, caption or section title contained in these Terms and Conditions is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. If you have any questions or comments regarding these Terms, please contact: info@Intelishare.com.

13. CHOICE OF LAW, ARBITRATION AND VENUE

Customer agrees that: (i) the Intelishare site and Service shall be deemed solely based in California; and (ii) the Intelishare site and Service shall be deemed a passive website that does not give rise to personal jurisdiction over Intelishare, either specific or general, in jurisdictions other than California.  This Agreement is governed by and construed in accordance with the laws of the State of California, United States of America, without regards to its conflict of law provisions. Customer agrees to submit to the exclusive jurisdiction of any State or Federal court located in the County of Los Angeles, California, United States of America, and waives any jurisdictional, venue or inconvenient forum objections to such courts.

Customer further agrees:

  • that any dispute, claim or controversy arising out of or relating in any way to the Intelishare Service or Customer’s use thereof, including this Agreement, shall be determined by mandatory binding arbitration. Customer agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that Customer and Intelishare are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of this Agreement and the termination or cancellation of Customer’s Intelishare member account. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the “AAA Rules”), as modified by this Agreement, and as administered by the AAA.
  • that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of the Intelishare Service are NOT subject to mandatory arbitration. Instead, Customer and Intelishare agree that these claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by courts of competent jurisdiction in Los Angeles County, California and that applicable California and/or Federal law shall govern, without regard to choice of law principles.
  • that any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general legal action. Customer’s access and continued use of any of the Intelishare site and Instelishare service signifies customer’s explicit consent to this waiver.
  • that any cause of action arising out of or related to the Intelishare site and Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Any arbitration must be commenced by filing a demand for arbitration with the AAA within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

14. TERMINATION

Intelishare reserves the right to terminate or suspend a Customer's membership upon a good faith determination of a violation of this Agreement or any material provision of another agreement between the parties or their affiliates. Cause for termination includes, but is not limited to, breaches or violations of the Terms and Conditions, requests by law enforcement, fraudulent or illegal activity by Customer, discontinuance or material modification of Intelishare Service, nonpayment of fees owed by Customer in connection with Intelishare or its affiliates' services, account inactivity or technical or security issues. Upon termination or cancellation, Intelishare shall have no obligation to maintain or forward any content submitted by Customer under Customer’s member account.

Last Updated: December 23, 2015

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