INTELEX TERMS OF SERVICE
1. Scope
These Terms of Service (“TOS”) shall be effective upon execution of an “Order” and/or statement-of-work (“SOW”) between Intelex Technologies, ULC (“Intelex”) and the “Customer” identified in the corresponding Order/SOW (each a “Party”). These TOS shall govern the delivery and use of “SaaS Services” and/or “Professional Services” as described in a corresponding Order/SOW. The TOS will terminate upon expiration, non-renewal, or termination of all Order(s) and SOW(s) between the Parties.
2. Services—Usage & Data
2.1. Usage. Intelex grants Customer the right to access Intelex’s software, SaaS, applications, etc. (collectively, “Platform”) to use the Services during the subscription term(s) described in corresponding Ordering Document(s). Intelex will provision logins/passwords for the of users identified in each Ordering Document (“Users”).
2.2. Usage Restrictions. Customer’s confidential User credentials shall not be shared, transferred, or sublicensed, and Customer shall notify Intelex of any unauthorized use of Services. Customer shall not use any device, software, or routine that interferes with or imposes a disproportionate burden on the Platform, and Customer is responsible for Users’ use of the Services. Customer shall not: (a) sub-license, sell, rent, or distribute the Services, or any underlying intellectual property rights; (b) reverse engineer, de-compile, disassemble or create any derivative works of the Services or Platform; or (c) knowingly or negligently infect the Services or Platform with viruses, files, or programs that interrupt, destroy, or impair the Services or Platform.
2.3. Customer Data. Data that Customer stores on the Platform in connection with the Services (“Customer Data”) shall constitute Confidential Information as described below. Customer owns all right and title to Customer Data. To the extent Customer Data includes personally identifiable information (“Personal Information”), Customer is responsible for complying with applicable legal requirements (e.g. providing employees with required notice and/or consent). Customer shall not store Customer Data on the Platform that violates the rights of any third party. During the term of this TOS, Customer grants Intelex a limited right to access and use Customer Data to deliver the Services. In response to Customer’s written request, Intelex will return Customer Data to Customer. Intelex will permanently delete all Customer Data from the Platform ninety (90) days after termination of this TOS.
2.4. Aggregated Data. Intelex may aggregate Customer Data in deidentified, anonymized forms (“Aggregated Data”) to facilitate Service delivery, provide technical support, and prepare usage, benchmarking, and analytics models. Aggregated Data shall not include Personal Information or information that identifies Customer. Intelex’s creation and use of Aggregated Data shall comply with all applicable privacy laws and regulations.
2.5. Content. As provided under an Ordering Document, Intelex may deliver regulatory/industry information as part of the Services (“Content”). Content may be written information, data compilations, templates, reports, etc. that are produced by Intelex and/or Intelex’s partners. Intelex provides Content as-is and licenses Content to Customer in connection with the Services. Customer agrees not to copy, transmit, sublicense, or disseminate the Content outside the scope of the Services.
2.6. Overages. If Customer exceeds its licensed number of Users or storage capacities described in Ordering Documents, Customer will pay Intelex its then-current and standard fees to account for such overage. Thereafter, Customer shall either: (a) reduce its usage to meet its original limitations; or (b) execute a revised Ordering Document to account for the increased usage going forward.
3. Services—Technical Support.
3.1. Uptime. Services that are delivered via the Platform shall be accessible to Customer 99.9% of the time (“Uptime”), as calculated monthly on a 24/7 basis. Intelex shall remedy any failure to meet its Uptime commitment by providing the Service credits outlined below in Customer’s next applicable Services invoice, or—if no additional invoices shall be issued due to expiration/termination—by way of electronic fund transfer.
3.2. Exempt Downtime. Due to the nature of maintaining the Platform, there may be periods where Services are necessarily unavailable to Customer. Whenever possible, Intelex will schedule maintenance during periods of low Services usage/activity. Intelex will provide Customer with at least two (2) weeks’ notice prior to routine maintenance. Intelex will provide Customer with as much notice as possible for emergency/unplanned maintenance. Customer should promptly notify Intelex if it experiences Services downtime due to failures of Customer’s infrastructure/network or nonstandard, unauthorized changes/modifications made by Customer, and Intelex will work diligently with Customer to resolve such disturbances. The foregoing “Exempt Downtime” shall be excluded from Uptime calculations.
3.3. Application & Platform Updates
Level 1 | Services are completely unavailable (i.e. all users are unable to access web/mobile application; records cannot be submitted) | 30 minutes from Customer’s notice (24x7x365) and four (4) hour resolution target |
Level 2 | Services are available, but a defined area of function is not operating as intended (e.g. inability to run reports, manage records, send communications, or execute scheduled events; a subset of users cannot access Services) | One (1) business day from Customer’s notice |
Level 3 | Services are available, but a subset of a defined area of function is not operating as intended (e.g. a subset of reporting, record management, communications, and/or scheduled events is malfunctioning) | Three (3) business days from Customer’s notice |
Level 4 | General administrative/procedural inquiries unrelated to immediate and ongoing use of Services | Five (5) business days from Customer’s notice |
Level 1 | The ACTS SaaS Service prod environment is completely unavailable (i.e. all users are unable to access web/mobile application; records cannot be submitted; batch services are inoperable; FTP for data exchange is inoperable) | One (1) hour from Customer’s notice |
Level 2 | The ACTS Services in the prod environment are available, but a defined area of function is not operating as intended (individual batch jobs/reports are inoperable; inability to submit/edit records in a module; inability to send notifications; a subset of users cannot access Services) | One (1) business day from Customer’s notice |
Level 3 | Any ACTS SaaS Service defect that does not qualify as Sev-1 or Sev-2 (e.g. inability to close a record, advance workflow, or modify fields; emails or notifications are not generated or sent; non-critical errors that do not preclude otherwise normal function) | Three (3) business days from Customer’s notice. |
Level 4 | General administrative/procedural inquiries unrelated to immediate and ongoing use of Services | Five (5) business days from Customer’s notice |
4. [RESERVED]
5. Services—Information Security & Data Privacy
6. Professional Services.
To implement and/or facilitate Customer’s use of Services, Customer and Intelex may execute SOW(s) covering implementation services, customization/configuration services, third-party integrations, training, administrative quality-assurance, consulting services, etc. (“Professional Services”). Except as otherwise noted in an applicable SOW, the terms of this TOS shall apply to Intelex’s delivery of Professional Services.
8. Termination.
If either Party materially breaches the terms of any Ordering Document or these TOS (“Breach”), the non-breaching Party shall provide written notice identifying the alleged Breach and allow the breaching Party a period of thirty (30) days to remedy the Breach (“Cure Period”). If the Breach remains unresolved following the Cure Period, the non-breaching Party may immediately terminate the applicable Ordering Document(s). Upon such termination: (a) Customer shall cease use of the Services described under the terminated Ordering Documents; (b) Intelex shall cease providing Professional Services described under the terminated Ordering Documents; (c) where Intelex has caused the Breach, it will refund Customer’s Fees for the remainder of the unused subscription period; and (d) Customer shall pay existing and unbilled invoices for Professional Services performed by Intelex as of the date of such termination.
9. Confidentiality.
“Confidential Information” is any data, information, or materials that are identified as confidential, or which should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Both Parties shall protect the other’s Confidential Information with at least the same level of protection used in safeguarding its own Confidential Information, and neither Party shall disclose, distribute, or disseminate the other’s Confidential Information. Confidential Information shall not include information that becomes publicly available without breach of any obligation hereunder or was already known by the Party receiving it.
10. Warranties.
11. Limitation of Liability.
Notwithstanding anything to the contrary, neither party will be liable to the other for any consequential, special, indirect, OR punitive damages, and Intelex’s maximum liability will not exceed TWO TIMES THE FEES PAID BY CUSTOMER TO INTELEX DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING ANY CLAIM. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF: (A) THE UNDERLYING BASIS OF ANY ALLEGED LIABILITY/CLAIM; (B) WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (c) ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. General Provisions.
Customer’s notice to Intelex:
- Intelex Technologies, ULC
ATTN: Legal Dept.
70 University Ave, Suite 900
Toronto, ON M5J 2M4, Canada - [email protected]
Intelex’s notice to Customer:
- Customer’s physical address identified on the applicable Order and/or SOW.
- Customer’s contact email address identified on the Order applicable Order and/or SOW.