Last updated on 12/20/2022.
These Intiveo Terms of Service (the “Terms”) apply to Customer’s access to and use of the Service. These Terms, together with the terms and conditions included or otherwise referenced in the Orders (together, the “Agreement”), form a binding legal agreement between Mark It Developments, Inc. (“Intiveo”, “us”, “we”, “our”) and Customer. The term “Customer”, “you” or “your” refers to the organization that you represent in agreeing to this Agreement. If your account is being set up by someone who is not formally affiliated with an organization, Customer is the individual creating the account.
BY USING THE SERVICE (INCLUDING THE APPLICATION), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SERVICE. CUSTOMER REPRESENTS AND WARRANTS TO INTIVEO THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS AGREEMENT. IF CUSTOMER IS USING THE SERVICE ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO INTIVEO THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
This Agreement is entered into the earlier of: (a) the date Customer first uses any part of the Service; and (b) the date Customer agrees to be bound by these Terms (the “Effective Date”).
- Definitions As Used In This Agreement
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- 1.1 “Agreement” is defined in the Heading of these Terms.
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- 1.2 “Application” means the mobile or web applications made available by Intiveo to deliver the Service to Customer in accordance with this Agreement.
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- 1.3 “Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning and other confidential or proprietary information, disclosed under this Agreement, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. Confidential Information includes the Customer Data, information derived from or concerning the Service, the Application, the System or the Documentation and the terms of this Agreement.
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- 1.4 “Custom Services” means any professional services to be provided by Intiveo described in a written agreement between the parties as provided in Section 2.2.
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- 1.5 “Customer” is defined in the Heading of these Terms.
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- 1.6 “Customer Data” means any data, information or information contained in any database, template or other similar document submitted by Customer through the Service or provided by Customer to Intiveo as part of the Service.
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- 1.7 “Documentation” means the designated user manuals, handbooks, online materials, specifications or forms furnished by Intiveo that describe the features, functionality or operation of the System or the Application.
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- 1.8 “Intiveo” means Mark It Developments, Inc.
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- 1.9 “Fees” is defined in Section 4.
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- 1.10 “Installation and Training Services” is defined in Section 2.2.
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- 1.11 “Local Software” is defined in Section 2.1.
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- 1.12 “Order” is defined in Section 2.1.
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- 1.13 “Privacy Statement” means Intiveo’s Privacy Statement as amended from time to time, the most current version of which shall always be available at https://intiveo.com/privacy.
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- 1.14 “Service” means the on-line services delivered by Intiveo to Customer using the System or through the Local Software or the Application, as made available by Intiveo from time-to-time as specified in an Order.
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- 1.15 “System” means the technology, including hardware and software, used by Intiveo to deliver the Service to Customer in accordance with this Agreement.
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- 1.16 “UserID” is defined in Section 3.1.
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- 1.17 “Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service on behalf of Customer and have been supplied user identifications and passwords for this purpose.
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- The Service
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- 2.1 Subscription to the Service. Conditional on Customer: (a) complying with the provisions of this Agreement, including but not limited to paying the Fees as required by this Agreement; (b) cooperating with the reasonable requests of Intiveo; (c) providing Intiveo with access to Customer’s internal systems and any required third party systems (and making all required third-party disclosures and obtaining all required third party consents in respect of such access) from which Customer wishes the System or the Application to access Customer Data; and (d) downloading and installing any software designated by Intiveo to receive the Service (“Local Software”), including agreeing to all applicable end-user license agreements and terms of use in respect of any Local Software set forth herein or identified in the files provided with such Local Software, Intiveo hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service in accordance with this Agreement solely for Customer’s internal business purposes and not for resale or to provide services to third parties. Customer may order the Service under this Agreement by placing orders through the Application (“Orders”). Customer agrees that its purchase of the subscription to the Service is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Intiveo with respect to future functionality or features.
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- 2.2 Installation and Training. Upon placing an Order via the Application that provides for installation and training services as part of the Service, an implementation and critical path roadmap will be mutually agreed between Customer and Intiveo, which period will be not more than sixty (60) days from the Effective Date. This roadmap will set out the process and timeline during which Intiveo will remotely assist with the installation of any Local Software and train Customer and its Users for use of the Service (the “Installation and Training Services”). The Installation and Training Services shall include an aggregate of four (4) hours of remote online training to Customer and its designated Users, including hands-on training exercises, which time may be allocated as desired by Customer. The obligations of Intiveo in this Section 2.2 are subject to Customer ensuring that, prior to commencement of the Installation and Training Services, all hardware and networking capabilities required for use of the Service or specified by Intiveo are installed and in working order at the location Customer intends to access the Service and that all necessary personnel of Customer are available during Intiveo’s regular business hours. For greater certainty, the Installation and Training Services do not include on-premises attendance by Intiveo or its staff.
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- 2.3 Custom Services. Customer may from time to time order Custom Services, including additional training services, under this Agreement by way of a mutual written agreement between the parties setting out the Fees, payment terms, description of Custom Services, performance standards and timeline for delivery.
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- 2.4 Support. Subject to the terms of this Agreement, including, without limitation, the payment of the Fees set forth in Section 4 hereof, Intiveo shall use commercially reasonable efforts to correct any reproducible failure of the Service to substantially conform to its expected operation, provided that Intiveo will not have an obligation to provide a correction for all such nonconformities.
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- 2.5 Privacy Statement. Subject to the terms of this Agreement, Intiveo will maintain the privacy of Customer Data and the security of the Service as described in and in accordance with the Privacy Statement.
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- 2.6 Internet Security Disclaimer. Customer acknowledges and agrees that Intiveo exercises no control over, and accepts no responsibility for, any content passing through the Internet or for Internet connectivity outside of Intiveo’s control. Customer acknowledges that the Internet is inherently risky despite reasonable measures being taken, and Customer assumes responsibility for its use of the Service over the Internet.
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- 2.7 Limitation, Suspension or Termination of Access. In addition to other rights and remedies of Intiveo under this Agreement, Intiveo may suspend, terminate or limit (in Intiveo’s sole discretion) Customer’s access to or use of the Service, or any part of it, without notice in order to: (a) prevent damage to, or degradation of the integrity of the System, the Application or any of Customer’s systems; (b) comply with any law, regulation, court order or other governmental request or order; or (c) otherwise protect Intiveo from harm to its reputation or business. Intiveo will use commercially reasonable efforts to notify Customer of a limitation, suspension or termination action as soon as reasonably practicable. In the event of a limitation or suspension, Intiveo will restore Customer’s access to the Service when Intiveo determines the event has been resolved. Nothing in this Agreement will limit Intiveo’s right to take any action or invoke remedies, or will act as a waiver of Intiveo’s rights in any way with respect to any of the foregoing activities. Intiveo will not be responsible for any loss or damages of any kind incurred by Customer as a result of any limitation, termination or suspension of the Service under this Section 2.7.
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- 2.8 Third Party Software. The Service receives data from third-party software systems, which will be designated by Customer in the process of setting up the Service. If Customer elects to change, upgrade or materially alter the third-party software system from which Intiveo receives data, Intiveo does not guarantee that all Customer Data or Service functionality will be preserved. Customer is responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact Intiveo’s ability to receive and process Customer Data.
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