Terms of Service
TABLE OF CONTENTS
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Statement of Confidentiality
Last modified 12/20/2022The descriptive materials and related information in this proposal contain information that is confidential and proprietary to Inturact. This information is submitted with the express understanding that it will be held in strict confidence and will not be disclosed, duplicated or used, in whole or in part, for any purpose other than evaluation of this proposal. The material represents substantial creative effort and contains confidential information, and other proprietary concepts, techniques, ideas, and expressions. This material may not be reproduced, altered, or transmitted in any form or by any means (including electronic, mechanical, photocopying, or recording means) or in connection with any information storage or retrieval systems, and may not be used in full or partial without the express written consent of Inturact. Your possession or use of this material constitutes your acceptance of these conditions.
License and Proprietary Rights
All methodologies, know-how, or processes used and owned by Inturact to provide the Services to Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "Inturact Materials”) shall remain the sole and exclusive property of Inturact, except as follows: during the term of this Service Agreement, Client shall have a limited, non-exclusive license to use Inturact Materials to the extent necessary to fulfill its obligations under this Service Agreement related to Inturact service and product offerings. In no event shall Client use or sublicense Inturact Materials to others to provide similar services to third parties, nor shall it at any time disclose or provide any such Inturact Materials to any third party, unless otherwise authorized in writing by Inturact.
Representations and Warranties
Client represents, warrants and covenants that (i) Client has sufficient authority to enter into the Agreement; (ii) Client is a business, not a consumer, and that Client's use of Inturact’s Services is solely for lawful commercial and business purposes; (iii) Client has the necessary rights to provide all information provided under the Agreement for use as described in the Agreement, and that all such information and all claims, statements, products and services contained or referenced therein and any web site to which it links: (a) do not violate any law, statute, ordinance, treaty or regulation or Inturact's policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Agreement and Terms and Conditions; and (iv) comply with all laws regarding unsolicited electronic messages (including without limitation, the CAN-SPAM Act of 2003 and Client will not engage in any form of spamming or other impermissible marketing activities through any Inturact Services provided.
Limitations of Liability
CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT INTURACT AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO CLIENT FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INTURACT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CLIENT'S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
Termination
Client and Inturact reserve the option to terminate this Service Agreement after the first 3 months by providing 30 Days written notice of its intent to terminate. In the event of termination, Client will still be responsible for (i) making any payments scheduled through the termination date or prior services rendered and (ii) paying the remaining portion of any one-time setup fee that is unpaid as of the termination date. All outstanding unpaid amounts owing at the time of termination shall be due and payable within five (5) business days after the date of termination. No refunds shall be made for any reason unless otherwise stated.