Terms of Service and Customer Contract
Certain aspects and features of the Intellect Software Solutions
platform are patent pending. Copyrights and trademarks apply. © 2018
Intellect Software Solutions. All rights reserved.
These terms of service ("TOS", "terms", "conditions", "disclaimers",
"contract", or "agreement") are entered into between Intellect
Software Solutions LLC, an Illinois limited liability company, doing
business as www.intellectsoftwares.com, (“Intellect Software
Solutions”, “we”, “us”, or “our”) and the entity purchasing or using
services provided by or through the Platform (“Customer”, “you”, or
“your”). If you are purchasing the Services for a third party, you
represent that you have the legal authority to bind that party to
these TOS and that you will be responsible for their use of the
Services. By using the Platform and Services described in this
document and marketed at www.intellectsoftwares.com, or subscribing to
the services on the www.intellectsoftwares.com website, you are
attesting that you have read, understand, and agree to these Terms,
Conditions and Disclaimers and that you agree that your relationship
with us is goverened by the terms spelled out in the TOS. If you do
not agree with these TOS, then you must immediately cease use of
www.intellectsoftwares.com and any Intellect Software Solutions
services or Platforms.
Intellect Software Solutions will provide active customers in good
standing with access to Intellect Software Solutions’s online
automated stock chart analysis software (the “Platform”). As used in
this Agreement, the term “Services” will mean Intellect Software
Solutions’s provision of your access to the Platform. Intellect
Software Solutions will provide the Services to you pursuant to one
or more subscriptions, account activations, signups or orders made
by you on the www.intellectsoftwares.com website and accepted by
Intellect Software Solutions (“Order”). In the event of a conflict
between these TOS and an Order, the terms of these TOS will prevail.
By accepting the Services, you acknowledge and agree that any
different or additional terms proposed by you in any Order or
otherwise are hereby rejected by Intellect Software Solutions unless
Intellect Software Solutions has agreed to such additional or
different terms in a writing executed by an authorized Intellect
Software Solutions representative.
CBOE Data Subscriber Agreement. In the event you receive any market
information (for the purposes of this section, “Data”) through the
Platform and Services from Cboe Data Services, LLC (for purposes of
this section, “CDS”), you hereby agrees as follows: (1) you shall
receive Data solely for your own and/or your affiliates’ use
(including the use by your respective employees on behalf of you
and/or your affiliates); (2) you shall not retransmit or otherwise
furnish, and shall not permit your affiliates to retransmit or
otherwise furnish, Data to any party other than you and your
affiliates (it being understood that this requirement does not
prohibit the furnishing of specific items of Data directly relating
to particular transactions or situations occurring in the normal
conduct of your or your affiliates’ business to third parties); (3)
you acknowledge that the Data is and shall remain the property of
CDS and/or the providers of the Data to CDS; (4) you shall not use,
or permit any third party to use, any Data (i) as input data in the
creation or calculation of any index or similar work; or (ii) to
create any financial instrument or investment product that is based
on, or seeks to match the performance of, values included in the
Data, in each case unless and until you have entered into a separate
license agreement authorizing such use of the Data with CDS or, with
respect to any Data owned by a third party, the applicable provider
of such Data; (5) you acknowledge (i) the absence of any guarantee
with respect to the Data; (ii) CDS’ disclaimer as follows: DATA IS
PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO
ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY, OR FITNESS FOR
A PARTICULAR PURPOSE; and (iii) that NEITHER CDS NOR ANY PROVIDER OF
DATA TO CDS, NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS
SHALL HAVE ANY LIABILITY OF ANY KIND (INCLUDING, BUT NOT LIMITED TO,
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
PUNITIVE DAMAGES OR ANY DAMAGES FOR LOST PROFITS OR LOST
OPPORTUNITIES AND WHETHER BASED UPON CONTRACT, TORT, WARRANTY, OR
OTHERWISE) FOR ANY INACCURACIES, OMISSIONS, HUMAN OR MACHINE ERRORS,
OR OTHER IRREGULARITIES IN THE DATA OR FOR ANY CESSATION,
DISCONTINUANCE, FAILURE, DELAY, MALFUNCTION, SUSPENSION,
INTERRUPTION, OR TERMINATION OF, OR WITH RESPECT TO, THE PROVISION
OF THE DATA; (6) you hereby agree to indemnify, hold harmless and
defend CDS from and against any and all suits, proceedings at law or
in equity, and any and all liability, loss, damages and expenses
(other than fees and expenses of attorneys separately retained by
CDS), arising out of: (i) your and your affiliates’ access to or use
of Data, unless the claim alleges that the Data infringes the
intellectual property rights of a third party or arises from gross
negligence or willful misconduct on the part of CDS; or (ii) a
breach of this section by you and your affiliates; (7) you shall
provide CDS a right to audit your books and records relating to your
use of market information; and (8) you acknowledge that your access
to Data may be terminated by Intellect Software Solutions upon
immediate notice to you or upon notice following a determination by
Intellect Software Solutions or CDS that you are not providing
accurate reports with respect to the use of Data by you and your
affiliates or are otherwise not in compliance with this section.
You agree to provide Intellect Software Solutions with accurate
information when setting up your account, during our relationship,
and when corresponding with us. On occasion, we may need to
communicate with you by e-mail or telephone about the Services. You
agree to maintain a working e-mail address that is monitored daily
and to promptly inform us of any changes to your e-mail address or
phone number. We have no responsibility, or liability, for
interruptions in the Services, or damages of any sort, based on
communications that are misdirected because of your failure to
provide us with updated contact information.
You may only use the Platform as set out in these TOS and in any
documentation we provide to you. To the extent you allow third
parties to use the Platform, you agree to (i) limit their use so
that it is consistent with the prior sentence; (ii) cause such third
and (iii) remain responsible for any breach of the terms of these
The Platform may contain trademark or other ownership notices. You
agree not to obscure or remove those notices. The Platform may only
be used in a manner that is consistent with the law of the
jurisdiction governing these TOS, and where you are located.
The Effective Date of these TOS will be the day on which you click
“I accept” as recorded by our servers, or the date on which you
first access or use the Platform, whichever is earlier. These TOS
will begin on the Effective Date and remain effective during at all
times in which an Order remains open.
The Services will renew monthly, quarterly, or annually, as
available, and as specified in your Order, and the first such term
shall be referred to as the Initial Term. After the expiration of
the Initial Term, the Services will renew for successive periods of
equal length (each, a “Renewal Term”). If the Order does not contain
an Initial Term, the Initial Term shall be one month and each
Renewal Term shall be a term of one month.
In some cases, Intellect Software Solutions will offer a trial
period. The trial period may be paid for a fee, or may be free, as
indicated on the trial signup page. During the trial, you will be
subject to the same terms and conditions set forth in this document
as if you were a paid subscriber. During the trial period, you can
cancel anytime and disable future automated renewal.
- It is your responsibility to manage your subscription.
You are responsible for the payment of all fees and charges set out
in your Order, including setup fees and recurring subscription fees
(collectively, “Fees”). Fees are charged no more than three (3) days
in advance of the date set out on your Order. All Fees must be made
in INR with a major credit card. All renewal charges will be
automatically charged to such credit card on the due date of the
Automatic payments and automatic retry of failed payments. If you
are setup for automatic renewal, you hereby authorize Intellect
Software Solutions to automatically charge your payment card for the
Fees. If payment is declined by your bank, you hereby authorize
Intellect Software Solutions re-attempt the transaction one or more
times until the payment approved by your bank.
Our obligation to provide the Services is contingent on your payment
of the Fees by the date set out on our invoice (“Due Date”). You
must pay the Fees without set off or deduction. It is Your
responsibility to ensure that we receive payment of the Fees. In the
event Fees are not paid timely, in addition to any other remedies
available at law, Intellect Software Solutions may, in its sole
discretion, (i) suspend the Services; (ii) charge interest at a rate
of 2.0% per month (or the maximum allowed by law) on all unpaid
balances; and/or (iii) cancel any Order, the election of which will
not be a waiver of any of Intellect Software Solutions’s other
rights or remedies. Should the Services be suspended, for any
reason, Fees will continue to accrue, even during the period of
suspension. You agree to indemnify Intellect Software Solutions for
any costs, including reasonably attorney’s fees, incurred by
Intellect Software Solutions or any of its affiliates in the
collection of Fees after the Due Date.
Intellect Software Solutions reserves the right to adjust the cost
of the services. Intellect Software Solutions shall notify you of
any changes to the cost of your services at least 30 days before
such change is to take effect. Any change to service pricing will be
effective on the next renewal date after 30 days has passed from the
date Intellect Software Solutions sent notification to you of the
- All payments and pre-payments are non-refundable.
Intellect Software Solutions offers a simple, online method for
cancelling service for future renewals. For details on how
cancellations work and our detailed refund policy, please visit our
Refund and Cancellation Policy page.
Terminating your account disables future automatic renewal. It does
not change the status of any past or current invoices. All payments
previous are non-refundable. All invoices currently due must be paid
to settle the account. You will continue to have access to Intellect
Software Solutions until the expiration of your pre-paid time period
or trial period.
Termination for Convenience. Either party may terminate any Order by
providing written notice to the other party no later than one (1)
day before the expiration of the Initial Term or any Renewal Term
for those particular Services. "Written notice," in this context,
means any communication via E-mail, Live Chat, Telephone or in the
Online Portal indicating a desire not to renew Intellect Software
Solutions in the future.
Termination for Your Violation of our Policies. We reserve the right
to immediately suspend the Services and/or terminate any Order for a
violation of any provision of these TOS, or any of our policies,
that is contrary to law or generally accepted internet standards.
You are not entitled to any type of notice or dispute resolution
process should we exercise these rights, nor will you receive a
refund of any Fees.
Effect of Termination. Expiration or termination of any Order will
not affect any rights of obligations of either party that (i) came
into effect upon or after expiration or termination of such Order;
or (ii) otherwise survive the expiration or earlier termination of
such Order and were incurred by the parties prior to such expiration
or termination. Upon expiration or termination of an Order, you must
promptly satisfy any unpaid balance. Intellect Software Solutions is
not liable for the return of any paid Fees, whether earned or
unearned, for any termination prior to the completion of a full
Licenses and Intellectual Property
License from Intellect Software Solutions to you.
Intellect Software Solutions grants to you a limited, revocable,
non-exclusive, non-transferable, worldwide, license to use
technology provided by Intellect Software Solutions solely to
access and use the analytical engines provided by us
(collectively, the “Intellect Software Solutions Technology”) as
part of the Services, as well as the reports generated by the
Services (“Reports”). This license extends only to those users
associated with your account (“Registered Users”). This license
terminates on the expiration or termination of these TOS.
Except for the license rights set out above, this license does
not grant any additional rights to you. All right, title and
interest in the Intellect Software Solutions Technology shall
remain with Intellect Software Solutions or Intellect Software
Solutions’s licensors. Except as expressly set forth in these
TOS, you do not have the right to transfer, lease, lend,
sublicense, resell, or distribute; use for timesharing or
service bureau use; or allow any third parties to access any
portion of the Intellect Software Solutions Technology. You are
not permitted to circumvent any devices designed to protect
Intellect Software Solutions’s, or its licensor’s, ownership
interests in the Intellect Software Solutions Technology
provided to you. In addition, you may not modify, reproduce,
decompile, reverse assemble, reverse engineer or create
derivative works based on any portion of the Intellect Software
Solutions Technology or any other aspect of the Platform. Upon
termination of these TOS, you shall cease using and delete any
Intellect Software Solutions Technology that is in your
possession. You shall cause any third parties who have accessed
the Intellect Software Solutions Technology to do so as well.
Other than the licenses provided to you in this paragraph,
Intellect Software Solutions reserves all right, title and
interest in, and to, the Intellect Software Solutions
Technology, including the Platform. This reservation of rights
includes, but is not limited to, any derivative uses,
improvements or enhancements to the Platform, and also includes
any trademark or copyright interest in the Platform.
You may provide at your discretion, or we may request, input or
feedback regarding the Platform or Services, including, without
limitation, comments or suggestions regarding the possible
creation, modification, correction, improvement or enhancement
of a portion of the Services or another Intellect Software
Solutions site, service or product (“Feedback”). You acknowledge
and agree that any Feedback will be considered confidential and
proprietary information of Intellect Software Solutions and you
hereby assign to us all right, title and interest in and to such
Feedback. We will be entitled to use Feedback for any purpose
without restriction or remuneration of any kind.
Licenses from you to Intellect Software Solutions.
We may use information you provide, or information gathered from
your usage of the Platform and Services for the purpose of
providing technical support with the implementation, operation
or administration of the Services (“Operational Information”),
and you grant us a license to do so. Operational Information, as
well as aggregate information gleaned from the operation of our
business in general, will be used to improve the Services or to
create new products and services. We shall be the exclusive
owners of the resulting intellectual property. You waive any
rights you may have in this intellectual property, and assign
all right, title and interest in it to us and agree to cooperate
with us to secure our rights. We may sell this Operational
Information, otherwise monetize it, or use it to offer other
products and services to you. You will not be compensated for
this use or have an ownership interest in it.
This license terminates on the expiration or termination of these
TOS, except as it relates to historical information that is used in
aggregate and not identifiable to your organization, which may be
retained by Intellect Software Solutions.
Representations and Warranties; Compliance.
Each party warrants to the other that: (i) such party has the power,
authority and legal right to enter into these TOS and any applicable
Order; and (ii) such party has the power, authority and legal right
to perform such party’s obligations under these TOS and all
You represent and warrant to Intellect Software Solutions that: (i)
you have the experience and knowledge necessary to use the Platform;
(ii) you will not rely on the information provided by Intellect
Software Solutions and will do other reasonable due diligence before
entering an investment or trade decisions.
Compliance. You agree not to use the Platform in any way or for any
purpose that would violate, or have the effect of violating, any
applicable laws, rules or regulations or any third-party rights,
including, without limitation, any law or regulations governing
public securities, markets and trading.
Accuracy of Information.
Intellect Software Solutions makes extensive use of third party data
feeds and as such is unable to guarantee the accuracy of the
information provided on or within the Platform. Intellect Software
Solutions also uses multiple data feeds in the same system, for
example, the data feed provider for one feature, say Scanners, may be
different than the data feed provider for another feature, say
Automated Analysis, Charts or Backtesting. This means that it is
possible and even likely that there will be variances with the data
provided in different features. Be cognizant of this possibility and
always double check analysis and scanner conditions just to be safe
that the results match the query. Furthermore, Intellect Software
Solutions makes no guarantee that the analysis provided inside of the
Platform is accurate because it cannot guarantee that the underlying
data is accurate. This website, the Services and the Platform are
provided for informational or research purposes only and should be
relied upon to make investment decisions. Intellect Software Solutions
is not responsible for any losses resulting from errors in data or
analysis displayed in the Platform or the Services.
Because the Intellect Software Solutions system depends on third party
data which is not guaranteed to be accurate, it is offered 'as-is'
without any guarantees or warranties of any kind, and is only intended
for educational, entertainment, and informational purposes.
Exchange Specific Terms and Conditions
By using the Intellect Software Solutions system, you agree to all
the terms and conditions indicated on the following URL:
http://www.utpplan.com/DOC/subagreement.pdf. These terms and
conditions are required for all users of US equity data feeds.
Please review them carefully.
Not Investment Advice / Not Predictive.
The analysis provided in the Platform is NOT INVESTMENT ADVICE and
should not be construed as investment advice. The analysis provided by
the Platform should not be the sole form of analysis you perform
before making investment decisions. As indicated in this document,
Intellect Software Solutions depends heavily upon third party data
which may not be accurate and is not guaranteed to be accurate, thus,
before making any investment decisions, please perform your own due
diligence utilizing multiple sources of information as well as your
own analysis of stock charts. For the avoidance of any doubt, and in
the interest of clarity, Intellect Software Solutions DOES NOT PROVIDE
INVESTMENT ADVICE, Intellect Software Solutions ANALYSIS IS PROVIDED
ON AN AS-IS BASIS AND IS NOT GUARANTEED TO BE ACCURATE, AND YOU SHOULD
NEVER MAKE INVESTMENT OR TRADING DECISIONS WITHOUT CONDUCTING YOUR OWN
CAREFUL DUE DILIGENCE.
Intellect Software Solutions's backtesting system (the "Strategy
Tester") attempts to calculate how a particular technical strategy
might have performed in the past under perfect market conditions.
Backtesting cannot predict the future and do not represent forecasts
or predictions, implied or otherwise, of future performance of any
strategy. Backtesting assumes a liquid market, perfect order
execution, no slippage, does not account for brokerage commissions
perfectly, and may be subject to errors in third party historical
market data or Intellect Software Solutions's computation. The
Strategy Tester is provided as-is and without warranty of any kind.
BACKTESTING ANALYSIS IS PROVIDED ON AN AS-IS BASIS AND IS NOT
GUARANTEED TO BE ACCURATE, AND YOU SHOULD NEVER MAKE INVESTMENT OR
TRADING DECISIONS WITHOUT CONDUCTING YOUR OWN CAREFUL DUE DILIGENCE.
You assume all risk associated with investment decisions that you
decide to make based on information you find inside of the Platform or
in Intellect Software Solutions’s analysis of a particular stock or
security. You represent that you understand that Intellect Software
Solutions depends on potentially inaccurate third party information
and unproven formulas and mathematical sequences and thus cannot be
depended on to provide accurate investment advice. Before executing
any trade, you should consult with a registered and licensed
professional and/or conduct your own extensive due diligence utilizing
multiple sources of information. Intellect Software Solutions is NOT
responsible if you do not heed this warning and make investment
decisions based on information from Intellect Software Solutions.
THE PLATFORM, SERVICES, AND THE SCRIPTS, REPORTS, ANALYTICAL
ENGINES, AND OTHER Intellect Software Solutions TECHNOLOGY ARE
PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY
SET OUT IN SECTION 7 OF THIS AGREEMENT, Intellect Software Solutions
HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTIES WHETHER EXPRESS OR
IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, THE
WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, ACCURACY, ACHIEVEMENT OF PARTICULAR RESULTS, OR WARRANTIES
OF MERCHANTABILITY AND TITLE. NO WARRANTIES ARE CREATED BY ANY
COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
Intellect Software Solutions DOES NOT WARRANT THAT THE SERVICE WILL
BE SUITABLE FOR YOUR NEEDS, UNINTERRUPTED, ERROR-FREE, SECURE, OR
FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. Intellect Software
Solutions CANNOT AND DOES NOT GUARANTEE THAT THE SERVICE WILL WORK
ON ALL WEBSITES, AS SOME WEBSITES MAY NOT BE COMPATIBLE WITH THE
Intellect Software Solutions SERVICE. Intellect Software Solutions
IS NOT RESPONSIBLE FOR ISSUES RELATED TO BROWSER COMPATIBILITY.
Intellect Software Solutions IS NOT LIABLE, AND EXPRESSLY DISCLAIMS
ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO, OR
FROM, YOU VIA THE SERVICE PROVIDED BY US. Intellect Software
Solutions SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING
SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE
SERVICES APPEAR TO BE PROVIDED BY Intellect Software Solutions. NO
WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO Intellect Software
Solutions SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE
A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES.
THE PLATFORM INCLUDES CERTAIN FEATURES THAT ARE DESIGNED TO ALERT
YOU WHEN A SPECIFIC EVENT OCCURS. THESE ALERT FEATURES, INCLUDING
(BUT NOT LIMITED TO) "DYNAMIC PRICE ALERTS" AND "MULTI-FACTOR
ALERTS", ARE PROVIDED AS-IS AND WITHOUT WARRANTY OR GUARANTEE.
ALERTS MAY BE DELAYED DUE TO TECHNICAL FACTORS. YOU SHOULD NOT
DEPEND ENTIRELY ON Intellect Software Solutions ALERTS. Intellect
Software Solutions EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY
RESULTING FROM THE USE OF ANY ALERT FEATURES INSIDE OF THE PLATFORM.
Intellect Software Solutions IS NOT RESPONSIBLE FOR LOSSES DUE TO A
TRADERS RELIANCE ON THE PLATFORM'S ALERTS, EVEN IF CUSTOMER USED THE
FEATURE CORRECTLY OR IF ALERTS FAILED TO FUNCTION CORRECTLY.
CUSTOMER UNDERSTANDS THAT THERE ARE A VARIETY OF REASONS WHY ALERTS
MAY NOT FIRE CORRECTLY, INCLUDING ISSUES WITH CELLULAR NETWORKS,
THIRD PARTY E-MAIL SERVICES, TECHNICAL ERRORS, SYSTEM MALFUNCTIONS,
AND OTHER REASONS.
BETA DISCLAIMER. WHILE ALL ASPECTS OF THE PLATFORM ARE SUBJECT TO
DISCLAIMERS IN THIS SECTION AND SHOULD BE USED WITH CAUTION, CERTAIN
FEATURES THAT ARE LABELED AS 'BETA' MAY BE ESPECIALLY PRONE TO
UNRELIABLE OR UNSTABLE PERFORMANCE. BETA FEATURES ARE DEFINED AS
FEATURES THAT ARE CURRENTLY STILL UNDER DEVELOPMENT BY THE Intellect
Software Solutions TEAM AND ARE PROVIDED AS A PREVIEW TO USERS, ON A
PURELY AS-IS BASIS. THESE FEATURES MAY BE ESPECIALLY UNSTABLE AND
UNRELIABLE DUE TO A VARIETY OF FACTORS, INCLUDING BUT NOT LIMITED
TO, SOFTWARE BUGS AND PROGRAMMING ERRORS. BETA FEATURES MAY PROVIDE
INCONSISTENT DATA OR INCORRECT INFORMATION.
THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION
YOU MAY HAVE RECEIVED FROM Intellect Software Solutions, ITS
EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT
RELY ON SUCH INFORMATION.
SOME STATES DO NOT ALLOW Intellect Software Solutions TO EXCLUDE
CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, ANY WARRANTY CLAIM MUST
BE MADE WITHIN NINETY DAYS FROM THE PROVISON OF THE SERVICE WHICH
GAVE RISE TO SUCH CLAIM. A FAILURE TO MAKE A WARRANTY CLAIM WITHIN
SUCH PERIOD IS AN IRREVOCABLE WAIVER OF THE RIGHT TO BRING SUCH A
CLAIM AT ANY TIME THEREAFTER.
IN THE EVENT THE Intellect Software Solutions WEBSITES CONTAIN LINKS
TO THIRD-PARTY WEBSITES, YOU AGREE THAT SUCH THIRD-PARTY WEBSITES
ARE NOT UNDER Intellect Software Solutions’S CONTROL AND AS A RESULT
(I) Intellect Software Solutions IS NOT RESPONSIBLE FOR ANY ASPECT
OF SUCH THIRD-PARTY WEBSITES, AND (II) YOU ACCESS SUCH THIRD-PARTY
WEBSITES STRICTLY AT YOUR OWN RISK. SUCH LINKS ARE PROVIDED MERELY
AS A CONVENIENCE TO YOU AND DO NOT INDICATE ANY ENDORSEMENT OR
RECOMMENDATION BY US.
Limitation of Liability
IN NO EVENT WILL Intellect Software Solutions’S LIABILITY HEREUNDER
EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY Intellect Software
Solutions FROM YOU FOR THE ONE (1) MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES
OF THIS PARAGRAPH ONLY, THE TERM Intellect Software Solutions SHALL
BE INTERPRETED TO INCLUDE Intellect Software Solutions’S EMPLOYEES,
AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES
PROVIDING SERVICES TO YOU THROUGH Intellect Software Solutions.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
YOU WILL NOT, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED
TO, NEGLIGENCE, HOLD Intellect Software Solutions OR ITS LICENSORS,
AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS, LIABLE FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF
PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER
PECUNIARY LOSS BY YOU, ANY END USERS OR ANY OTHER THIRD PARTY. YOU
AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN
CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF
Intellect Software Solutions HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU
AGREE THAT IN THOSE JURISDICTIONS Intellect Software Solutions’S
LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Notices will be sent to you at the address you provide to us. It is
your obligation to ensure that we have the most current address for
you in our records. Please refer to our website,
www.intellectsoftwares.com, for contact information for most issues,
including technical support and billing. Notices regarding these TOS
and other Intellect Software Solutions policies should be directed via
postal mail ONLY to the following address:
Intellect Software Solutions
109, 1st floor
Techno Park - The Wadhwa Group
Eksar Village, Eksar, Link Road
Mumbai, Maharashtra -400 091
Except for the obligation to pay the Fees, neither party shall be
liable for any delay or failure in performance due to events outside
the defaulting party’s reasonable control, including, without
limitation, acts of God, earthquake, labor disputes, shortages of
supplies, riots, war, fire, epidemics, failures of telecommunication
carriers, delays of common carriers, or other circumstances beyond its
reasonable control. The obligations and rights of the excused party
shall be extended on a day-to-day basis for the time period equal to
the period of the excusable delay. The party affected by such an
occurrence shall notify the other party as soon as possible, but in no
event more than ten days from the beginning of the event.
Choice of Law, Jurisdiction and Venue.
The parties agree that all disputes shall be brought before U.S.
District Court for Northern Illinois located in Chicago, Cook County,
Illinois (District Court). If the District Court may not consider the
dispute, all disputes shall be brought before the appropriate Illinois
court, located in Cook County, Illinois. The parties agree that these
courts shall have exclusive jurisdiction over all disputes and other
matters relating to the interpretation and enforcement of these TOS or
any other document entered into by the parties. Further, the parties
agree that venue shall be proper in the appropriate court set out
above, and agree that they shall not contest notice from that court.
State law issues concerning construction, interpretation and
performance of these TOS shall be governed by the substantive law of
the State of Illinois, excluding its choice of law rules. The United
Nations Convention on Contracts for International Sale of Goods shall
No waiver of rights under these TOS, or any Intellect Software
Solutions policy, or agreement between you and Intellect Software
Solutions, shall constitute a subsequent waiver of this or any other
right under these TOS.
These TOS may be assigned by Intellect Software Solutions. They may
not be assigned by you without Intellect Software Solutions’s prior
written consent. These TOS shall bind and inure to the benefit of the
corporate successors and permitted assigns of the parties.
In the event that any portion or provision of these TOS become or are
declared to be illegal or otherwise unenforceable by any court of
competent jurisdiction, the parties agree that the provision will be
deemed modified to the least extent necessary to make it enforceable,
and all other provisions of this Agreement will remain unaffected.
These TOS does not create any agency, partnership, joint venture, or
franchise relationship. Neither party has the right or authority to,
and shall not, assume or create any obligation of any nature
whatsoever on behalf of the other party or bind the other party in any
that these agreements conflict, these TOS shall prevail, followed by
us using another agreement which is also incorporated into these TOS.
If that agreement conflicts with these TOS, the terms of that
agreement will prevail over the TOS, but only to the extent that the
agreements conflict. After that, the agreements will have the
precedence set out above.
Survival The following paragraphs shall survive the expiration or
termination of these TOS: 3, 5, 6(a)(ii)-(iv), 6(c), 7 through 23.