Intellasphere (“Intellasphere”, “We” Or “Us”) Terms of Service

The terms and conditions set forth below (the "terms") govern your use of this site on the World Wide Web. These terms are a legal contract between you and intellasphere and govern your access to, and use of, the intellasphere website located at the URL: www. Intellasphere.com as well as all associated sites linked to www.intellasphere.com by intellasphere, its subsidiaries and affiliated companies, together with the services available through this site (the "site").

If you do not agree with any of these terms, do not access or otherwise use this site, any services available through this site or any information contained on this site. Your use of this site shall be deemed to be your agreement to abide by each of the terms set forth below. If you are using this site for your company's use, you represent that you are an authorized representative of that company who has the authority to legally bind your company to these terms.

Intellasphere may make changes to the content, functionality and services offered on this site at any time. Intellasphere can change, modify or add or remove provisions of these terms at any time by posting updated terms of use on this site. If any change, modification, additional provision or removal of a provision is unacceptable to you, you shall cease using this site. If you instead continue to use this site, you will be conclusively deemed to have accepted the change.

NOTE: These terms contain a dispute resolution and arbitration provision, including class action waiver that affects your rights under these terms and with respect to disputes you may have with intellasphere. You may opt out of the binding individual arbitration and class action waiver as provided below.

General Use Restrictions.

IntellaSphere provides content and services through this Site, including a set of tools for businesses to create real time, timely and engaging interaction that allows your business to accurately monitor public sentiment, brand reputation, community engagement and a variety of other customer relationship management and marketing initiatives. Certain information, documents, products and services provided on and through this Site, including content, logos, graphics and images (together, the "Materials") that are not Submissions (as defined in the Submissions section, below) are provided to you by IntellaSphere and are the copyrighted and/or trademarked work of IntellaSphere or IntellaSphere's contributors or suppliers.

IntellaSphere grants you a limited, non-exclusive, non-transferable license to use the services and this Site solely for your business use. Except for the license set forth in the preceding sentence above, you acknowledge and agree that you have no right to, and you shall not, modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials in any manner.

This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy any downloaded or printed Materials. Except as stated herein, you acknowledge that you have no right, title or interest in or to this Site or any Materials.

Using the Site and the Services on the Site.

You can view the IntellaSphere visitor website and not use any services on the IntellaSphere Commercial Site nor participate in any commercial services on the IntellaSphere Site. You need not register with IntellaSphere to visit and view the IntellaSphere visitor website.

However, in order to access password-restricted areas of the Commercial Site and to use certain services and Materials offered on and through the Site you must register with IntellaSphere for an account and receive an ID and password.

Password Restricted Areas of this Site.

If you desire to register for an account with IntellaSphere, you must submit the following information through the account registration page on the Site: Name, address, phone, website, industry type, and email. You also have the ability to provide additional optional information, which is not required to register for an account but is needed by IntellaSphere to provide you with customized experience provision IntellaSphere services on your behalf. Once you have you have submitted your account registration information, an IntellaSphere administrator shall have the right to approve or reject the requested registration, in the IntellaSphere administrator's sole discretion. If your account is approved by the IntellaSphere administrator, you will be sent an email that contains a password that will allow you to log-on to the Site using that password (the "IntellaSphere Password") for the first time you log into your account on the Site to complete the account registration process. Each account login may only be used by one person. You may create logins for your account, up to the total number of authorized users permitted at the Subscription Level you have purchased (see Subscriptions, below)

You are responsible for maintaining the confidentiality of your IntellaSphere Password and the passwords of all authorized users accessing the Site and using the services under your account (collectively, "Passwords), and you are responsible for all activities that occur using your corporate account and associated Passwords. You agree not to share your Passwords, let anyone else access your Passwords or do anything else that might jeopardize the security of your Passwords. You agree to notify IntellaSphere if any of your Passwords on this Site is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of your Passwords on this Site or if you know of any other breach of security in relation to this Site.

By using this Site, you represent and warrant that you are eighteen (18) years of age or older and that all the information that you provide when registering for an account and otherwise through the Site is accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes under "Settings" or contacting IntellaSphere using the contact information at the end of these Terms and requesting that IntellaSphere make the change. You acknowledge and agree that you are responsible for providing, at your cost, all equipment, software, and internet access necessary to use the Site and the services available on the Site.

Beta Release.

Without limiting the generality of the foregoing, if you register for a "beta account" or other pre-release version of the Site and/or the services and Materials on the Site ("Beta Release"), you acknowledge and agree that the Beta Release may contain, in IntellaSphere's sole discretion, more or fewer features or different licensing terms than a subsequent commercial release version of the Site and/or services that may be offered through the Site. You further acknowledge and agree that any "beta account" can be converted to a commercial subscription account upon the end date of your firm's beta release time period ("Beta Release End Date"). If you do not desire to continue using the Site or its services after the Beta Release End Date, you need not contact IntellaSphere and your account will be automatically deleted in accordance with the terms and conditions governing deletion of personal information set forth in IntellaSphere's Privacy Policy. While IntellaSphere generally intends to distribute commercial release versions of the Site and the services and Materials on the Site, IntellaSphere reserves the right not to release later commercial release versions of any Beta Release. Without limiting any disclaimer of warranty or other limitation stated herein, you agree that any Beta Release is not considered by IntellaSphere to be suitable for commercial use, and that it may contain errors affecting its proper operation. By clicking to accept these terms, you acknowledge and agree that use of a beta release may exhibit sporadic disruptions that have the potential to disrupt your use of the site in general and any services that may be offered through the site. Intellasphere specifically disclaims all damages resulting from your use of any beta release.

Subscriptions.

By registering for an account with IntellaSphere, you become a "Subscriber" with access to certain password-restricted areas of the Site and with the ability to use certain services and Materials offered on and through the Site (a "Subscription"). Each Subscription is, and the rights and privileges conferred on a Subscriber and each of Subscriber's authorized users are, personal and non-transferable. All sales and payments of Subscription fees will be in US Dollars. All Subscription fees are non-refundable under any circumstances.

The fee that we will charge you for your Subscription will be the price posted on the Site at the Subscription Pricing page on the date that you register as a Subscriber. IntellaSphere reserves the right to change prices for Subscriptions at any time, and does not provide price protection or refunds in the event of promotions or price decreases. You will be notified of any changes in fees by email at the address set forth in your account profile and when you log in to your account.

For non-trial Subscriptions, you may pay for your Subscription fee only with credit and debit card payments. We will charge your credit or debit card for your first Subscription fee on the date that we process your order for your Subscription (or if you sign-up for a Subscription that includes a free-trial period, we will automatically charge your credit or debit card for your first Subscription fee upon the expiration date of the applicable free-trial period unless you cancel your subscription in Account Settings prior to the expiration day of your free-trial).

IntellaSphere will automatically renew your paid monthly Subscription each calendar month on the Monthly Renewal Date and, as authorized by you during the Subscription sign-up process, IntellaSphere will charge your credit or debit card with the applicable monthly Subscription fee and any sales or similar taxes that may be imposed on your Subscription fee payment (unless you cancel 5 business days prior to the next Monthly Renewal Date).

Upgrading, Downgrading or Cancelling Your Subscription.

Your Subscription may be upgraded, downgraded or cancelled, subject to the terms hereof, at any time.

When you upgrade, you will immediately be charged the difference between your upgraded Subscription level and your prior Subscription level, at the prices and terms set forth on the Site at Subscription Pricing on the date you upgrade. If you exceed the Brand Mentions or Connections limit for your current Subscription level at any time during the subscription period (see Subscription Pricing for Brand Mentions and Connections limits), your brand mentions will not be captured until the beginning of the next monthly period, or if you prefer you can upgrade to the next subscription level to continue receiving your Brand Mentions.

If you downgrade your subscription, IntellaSphere you will be charged at the downgraded Subscription level during your next full monthly billing cycle. You hereby acknowledge that downgrading your Subscription may cause the loss of content, features or capacity of your account, and that you are solely responsible for the result of any such downgrade, including without limitation, lost profits, claims, damages or other liabilities, costs or expenses.

If you wish to cancel your subscription, you are solely responsible for properly canceling your Subscription. You may cancel your Subscription at any time by (i) clicking on the Account link in the Settings area and following the onscreen prompts, or (ii) by requesting cancellation in written form, addressed and sent to IntellaSphere, Inc., 3110 130th Place NE, Bellevue, WA 98005, Attn: Account Services. IntellaSphere requires a commercially reasonable amount of time to process your cancellation request. Fees charged prior to the effective date of cancellation will not be refunded, in whole or in part and you will not be eligible for a pro-rated refund of any portion of the fees paid for any unused days of the then-current monthly term. Following your notice of cancellation, you can continue to use your Subscription benefits until the expiration of the then-current monthly term for which you have paid.

The cancellation of your Subscription will result in the deactivation and deletion of your account, the denial of access to your account and the forfeiture and relinquishment of all content and information in your account upon the expiration of the then-current monthly term for which you have paid. No content or information can be recovered once your Subscription has expired, and you assume all responsibility for preserving any content or information on your account prior to its cancellation. Subject to the terms of the Privacy Policy, IntellaSphere may retain content or information from your account after cancellation in backup and/or archival copies of IntellaSphere and related databases, but such copies, if any, will not be available to you. You may request in writing that IntellaSphere delete any such copies from your account, and IntellaSphere will make a reasonable commercial effort to delete on a timely basis such copies of your account after such a request is made.

Payments.

You agree to pay all fees or charges associated with your IntellaSphere account based on IntellaSphere's fees, charges, and billing terms in effect as shown on the Subscription Pricing page. You will be liable for paying any and all applicable sales, use or other taxes for the purchase of your Subscription based on the mailing address that you provide when you register as a Subscriber, and you authorize IntellaSphere to charge your credit or debit card for any such applicable taxes.

If you do not pay on time or if IntellaSphere cannot charge your credit or debit card for any reason, IntellaSphere reserves the right to either suspend or terminate your access to the Site and account and terminate these Terms. You are expressly agreeing that IntellaSphere is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Site and the fees will be billed to your credit or debit card designated on your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms. If you have a balance due on any account, you agree that IntellaSphere may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

Electronic Communications.

By using the Site and/or the services provided on or through the Site, you consent to receiving electronic communications from IntellaSphere. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or services provided on or through the Site. These electronic communications are part of your relationship with IntellaSphere. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Privacy Policy.

Your use of this Site is governed by the IntellaSphere Privacy Policy, which is incorporated into these Terms by reference. IntellaSphere's privacy policy is located on the IntellaSphere website.

Links to Third Party Sites.

This Site may be linked to other web sites that are not IntellaSphere sites (collectively, "Third Party Sites"). Certain areas of the Site may allow you to interact with such Third Party Sites, and, if applicable, allow you to configure your privacy settings in your Third Party Site account to permit your activities on this Site to be shared with your contacts in your Third Party Site account and, in certain situations, you may be transferred to a Third Party Site through a link but it may appear that you are still on this Site. Without limiting the generality of the foregoing, the services provided by the Site allow you to access and use content and services on such Third Party Sites, including without limitation, Twitter, Facebook, YouTube and LinkedIn. In any case, you acknowledge and agree that the Third Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than IntellaSphere, and you further acknowledge and agree that your use of such Third Party Sites is governed by the respective Third Party Web Site privacy policy and terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, user guides and privacy policies of any of Third Party Sites. IntellaSphere is providing links to the Third Party Sites to you as a convenience, and IntellaSphere does not verify, make any representations or take responsibility for such Third Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third Party Sites. You agree that intellasphere will not, under any circumstances, be responsible or liable, directly or indirectly, for any goods, services, information, resources and/or content available on or through any third party web sites and/or third-party dealings or communications, or for any harm related thereto, or for any damages or loss caused or alleged to be caused by or in connection with your use or reliance on the content or business practices of any third party.

Submissions.

You acknowledge that you are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a "Submission") and through the services available in connection with this Site, and that you, and not IntellaSphere, have full responsibility for each such Submission you make, including its legality, reliability, appropriateness, and trademark and copyright ownership. Unless otherwise explicitly stated herein or in the IntellaSphere Privacy Policy, you agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis.

You (or your licensors) own the Submissions you provide IntellaSphere under this Agreement, and you may request deletion of any Submissions at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant IntellaSphere a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze and use your Submissions in connection with the services provided through this Site from time to time and IntellaSphere's (and its successors' and affiliates') business. The license to Submissions granted by you above is without any further consent, notice and/or compensation to you or to any third parties. However, IntellaSphere agrees to use all of your Submissions in accordance with IntellaSphere's Privacy Policy applicable to personally identifiable information.

You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damages or liability resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission that you make.

You represent and warrant that: (i) you own all Submissions posted by you on or through this Site or otherwise have the right to grant the license to IntellaSphere set forth in this section, and (ii) the posting of your Submissions on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.

When you provide Submissions you agree that those Submissions shall not be in violation of the "Unauthorized Activities" paragraph below. Those prohibitions do not require IntellaSphere to monitor, police or remove any Submissions or other information submitted by you or any other user.

Unauthorized Activities.

When using this Site and/or the services, you agree not to:

The foregoing prohibitions are not exhaustive, and IntellaSphere reserves the right to (a) terminate your access to your account, your ability to post to this Site or the use any services, and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that IntellaSphere determines is inappropriate or disruptive to this Site or to any other user of this Site and/or services. IntellaSphere may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at IntellaSphere's discretion, IntellaSphere will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.

Indemnification.

You agree to indemnify and hold IntellaSphere and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) IntellaSphere or any other indemnified party suffers in relation to, arising from, or in connection with (i) any breach or violation of these Terms by you or anyone using your account, and (ii) any claim or demand from a third party that your use of this Site or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.

Proprietary Rights.

IntellaSphere is a trademark of IntellaSphere in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of IntellaSphere, Copyright © 2012 IntellaSphere. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Intellectual Property Infringement.

IntellaSphere respects the intellectual property rights of others, and we ask you to do the same. IntellaSphere may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide IntellaSphere's designated agent the following information:


IntellaSphere's agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

legal@intellasphere.com
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing shall be subject to liability for any damages.

Disclaimer of Warranties.

Your use of this Site and/or the services provided on or through the Site is at your own risk. Neither the Materials nor Submissions have been verified or authenticated in whole or in part by IntellaSphere, and they may include inaccuracies or typographical or other errors. IntellaSphere does not warrant the accuracy of timeliness of the Materials or Submissions. IntellaSphere has no liability for any errors or omissions in the Materials and/or Submissions, whether provided by IntellaSphere or our licensors.

Intellasphere, for itself and its licensors, makes no express, implied or statutory representations, warranties, or guarantees in connection with this site, the services, any materials or submissions, relating to the quality, suitability, truth, accuracy or completeness of any information or material contained or presented on this site, including without limitation the materials or submissions of other users of this site.

Unless otherwise explicitly stated, to the maximum extent permitted by applicable law, this site, the services, materials submissions, and any information, advice, or material contained or presented on this site is provided to you on an "as is," "as available" and "where-is" basis with no warranty of implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights. Intellasphere does not provide any warranties against viruses, spyware or malware that may be installed on your computer.

Intellasphere.com disclaims any warranties regarding the security, reliability, timeliness, and performance of intellasphere.com; intellasphere.com disclaims all liability for any claims, damages, losses, costs or expenses (including attorney's fees) related to the following, and does not warrant that (i) intellasphere.com will meet your specific requirements, (ii) intellasphere.com will be uninterrupted, timely, secure or error-free, (iii) the results that may be obtained from the use of intellasphere.com will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through intellasphere.com will meet your expectations, and (v) any errors in intellasphere.com will be corrected.

Limitation of Liability.

Intellasphere shall not be liable to you for any damages resulting from your displaying, copying, or downloading any materials or submissions to or from this site. In no event shall intellasphere be liable to you for (a) any indirect, extraordinary, exemplary, punitive, special, incidental, or consequential damages (including loss of data, revenue, profits, use or other economic advantage) however arising, even if intellasphere knows there is a possibility of such damage, or (b) any damages of any kind arising out of, under or relating to intellasphere.com in excess of three times the most recent monthly fee paid by you in connection with your subscription, if any, or $100, whichever amount is greater.

Local Laws; Export Control.

IntellaSphere controls and operates this Site from its headquarters in the United States of America and the Materials and Submissions may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.

Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to IntellaSphere, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), suggesting or recommending changes to the Site, any services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and IntellaSphere is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that IntellaSphere is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Dispute Resolution and Arbitration; Class Action Waiver

Please read this carefully. It affects your rights.

General. Most customer concerns can be resolved quickly and to a customer's satisfaction by contacting us at info@intellasphere.com. This provision facilitates the prompt and efficient resolution of any disputes that may arise between you and IntellaSphere. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.

Please read this provision carefully. It provides that all Disputes (as defined below) between you and IntellaSphere shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, your agreement to this provision constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this provision and can award the same damages and relief as a court (including attorney's fees).

For the purpose of this provision, "IntellaSphere" means IntellaSphere and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term "Dispute" means any dispute, claim, or controversy between you and IntellaSphere regarding any aspect of your relationship with IntellaSphere, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this provision (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as IntellaSphere's licensors, suppliers, dealers or third party vendors) whenever you also assert claims against us in the same proceeding.

We Each Agree That, Except As Provided Below, Any And All Disputes, As Defined Above, Whether Presently In Existence Or Based On Acts Or Omissions In The Past Or In The Future, Will Be Resolved Exclusively And Finally By Binding Arbitration Rather Than In Court In Accordance With This Provision.

Pre-Arbitration Claim Resolution. For all Disputes, whether pursued in court or arbitration, you must first give IntellaSphere an opportunity to resolve the Dispute. You must commence this process by mailing written notification to IntellaSphere, Inc., Attn: Legal Department, 3110 130th Place NE Bellevue, WA 98005. That written notification must include (1) your name, (2) your address, (3) a written description of the Dispute, and (4) a description of the specific relief you seek. If IntellaSphere does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.

Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, you or IntellaSphere may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) You Opt-Out Of These Arbitration Procedures Within 30 Days From The Date That You First Consent To This Agreement (the "Opt-Out Deadline"). You may opt out of this Provision by mailing written notification to IntellaSphere, Inc., Attn: Legal Department, 3110 130th Place NE, Bellevue, WA 98005. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with IntellaSphere through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with IntellaSphere. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.

Arbitration Procedures. If this provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or IntellaSphere may initiate arbitration proceedings. The American Arbitration Association ("AAA"), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

For arbitration before AAA, for Disputes of less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA's Commercial Arbitration Rules will apply. In either instance, the AAA's Optional Rules For Emergency Measures of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.

Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act ("FAA") governs the arbitration of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

Arbitration Award - The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

Location of Arbitration - You or IntellaSphere may initiate arbitration in either [Seattle, Washington] or the federal judicial district that includes your billing address. In the event that you select the federal judicial district that includes your billing address, IntellaSphere may transfer the arbitration to [Seattle, Washington] in the event that it agrees to pay any additional fees or costs you incur as a result of the transfer, as determined by the arbitrator.

Payment of Arbitration Fees and Costs - IntellaSphere will pay all arbitration filing fees and arbitrator's costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with IntellaSphere as provided in the section above titled "Pre-Arbitration Claim Resolution" and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney's fees and costs as determined by the arbitrator.

Class Action Waiver. Except as otherwise provided in this provision, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and IntellaSphere specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

Jury Waiver. You understand and agree that by agreeing to this provision, you and IntellaSphere are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this provision, you and IntellaSphere might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.

Severability. If any clause within this provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this provision, and the remainder of this provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire provision will be unenforceable and the Dispute will be decided by a court.

Continuation. This provision shall survive the termination of your service with IntellaSphere or its affiliates. Notwithstanding any provision in this herein to the contrary, we agree that if IntellaSphere makes any change to this provision (other than a change to the Notice Address), you may reject any such change and require IntellaSphere to adhere to the language in this provision if a Dispute between us arises.

General.

If you violate these Terms, IntellaSphere may terminate and/or suspend your access to this Site without notice. IntellaSphere prefers to advise you of your inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by IntellaSphere, may result in immediate termination of your access to this Site. The Federal Arbitration Act, [Washington] state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in [King County in the State of Washington]. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. IntellaSphere's failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and IntellaSphere and supersede all prior or contemporaneous negotiations, discussions or agreements between you and IntellaSphere about this Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Contact Us.

If you have any questions about these Terms or otherwise need to contact IntellaSphere for any reason,
you can reach us at IntellaSphere, Inc.,
3110 130th Place NE,
Bellevue, WA 98005,
info@intellasphere.com, or 425-283-9772.