PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, OUR PLATFORMS, OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
CONTINUED ACCESS AND USE OF ANY WEBSITE OR PLATFORM AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.
Highlights of the Agreement
This Highlights section is intended to provide you with a basic overview of the contents of this Agreement. However, please read this entire Agreement for a complete understanding of the terms you are agreeing to. The meaning of capitalized words can be found here and in the full Agreement. If there is a conflict between the terms of this “Highlights” section and the terms of the full Agreement, the terms of the full Agreement control.
- Our Rights
- All the Content on our Platforms is protected by intellectual property rights―you may only make limited use of the Content you find on a Platform, as described below.
- We may block you from accessing our Platforms.
- We are not liable for third-party content hosted on our Platforms, external websites linked to or from our Platforms, or errors regarding information about our services, availability.
- Your Use of Our Platforms
- Unless otherwise indicated, you may only use our Platforms and our Content for business or informational purposes.
- While on our Platforms, you may not violate any laws, infringe any rights, threaten, harass, or impersonate others, or take other actions that harm us or other people or parties.
- You must not attempt to bypass security protections on our Platforms, introduce viruses or other harmful code, or use our Platforms to attack other websites or services.
- If you register for an Account on a Platform, you should keep your password confidential and not allow other people to use your Account.
Read more about what you can and cannot do on our Platforms.
- Your Content
- If you send us User Content, including through associated social media accounts, we may use that User Content for any purpose, including commercial uses, product or service development, and advertising.
- You should not send us User Content that 1) you want to keep confidential or 2) you do not have the rights to send us.
- Important Things to Know
- By using a Platform, you consent to the terms of this Agreement. We may update this Agreement from time to time, and we will use reasonable efforts to provide you with notice of these updates if they are material.
- This Agreement contains limitations on our liability to you, important disclaimers of warranties, and indemnification obligations by you.
- This Agreement governs how disputes WITH US will be handled, including using BINDING arbitration with a class action waiver.
- This Agreement contains information about how you can contact usregarding complaints or questions.
Our Intellectual Property Rights
All names, logos, text, designs, graphics, trade dress, characters, interfaces, code, software, images, sounds, videos, photographs and other content appearing in or on the Platforms (the “Content”) are protected intellectual property of, or used with permission or under license by, our Company. Such Content may be protected by copyright, trademark, patent or other proprietary rights and laws. This includes the entire Content of each Platform, copyrighted and protected as a collective work. All intellectual property rights associated with the Platforms, and related goodwill, are proprietary to us or our licensors. You do not acquire any right, title, or interest in any Content by accessing or using the Platforms. Any rights not expressly granted herein are reserved. Except as set forth below, the use of any Content available on a Platform is strictly prohibited.
Subject to your compliance with this Agreement, we grant you a limited license to access and use the Platforms and their Content for business and informational purposes. No Content from the Platforms may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner, except that you may download or print one copy of specific Content or software made available for your downloading or printing for your individual, business use subject to your compliance with this Agreement, and retain the same solely for as long as you continue to be permitted to access the Platforms. To use Content under such an exception, you must (1) keep any copyright, trademark, or other proprietary notices intact, (2) use such Content pursuant to any licenses associated with such Content, (3) not copy or post such Content on any networked computer or broadcast it in any media, (4) make no modifications to any such Content, and (5) make no additional representations or warranties relating to such Content. Except as otherwise expressly authorized herein or in writing by us, you agree not to reproduce, modify, rent, lease, perform, display, transmit, loan, sell, distribute, or create derivative works based (in whole or in part) on all or any part of a Platform or the Content.
Your Authorized Use of Our Platforms
While using a Platform, you are required to comply with all applicable statutes, orders, regulations, rules, and other laws. You may not use a Platform for any fraudulent or unlawful purpose, and you may not take any action to interfere with a Platform or any other party’s use of a Platform. In addition, we expect users of the Platforms to respect the rights and dignity of others. For example, you may not do any of the following without our consent:
- Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through a Platform any content that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
- Upload to or transmit through the Platforms any sensitive personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, health or medical information, or other information concerning personal matters, unless specifically requested by us;
- Reproduce, duplicate, copy, publicly display, frame, mirror, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to a Platform;
- Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with a Platform, or express or imply that we endorse any statement you make;
- Violate, or attempt to violate, the security of a Platform;
- Disseminate on a Platform any viruses, worms, spyware, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment;
- Reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Platforms;
- Build a competitive product or service using the Platforms, build a product or service using similar ideas, features, functions, or graphics as the Platforms or determine whether the Platforms are within the scope of any patent;
- Interfere in any manner with the operation or hosting of the Platforms or monitor the availability, performance, or functionality of the Platforms;
- Use any data mining, bots, spiders, automated tools, or similar data gathering and extraction methods, directly or indirectly, on a Platform or to collect any information from a Platform or any other user of a Platform; or
- Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Platforms.
Linking: You are granted a limited, non-exclusive right to create text hyperlinks to the Platforms for informational purposes, provided such links do not portray us in a false, misleading, derogatory or otherwise defamatory manner and provided that the linking Platform does not contain any material that is unlawful, harmful, harassing, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising. Additionally, notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in a Platform’s root directory, we grant to the operators of public search engines permission to use spiders to copy Content from the Platform for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such Content, but not caches or archives of such Content. We may revoke these permissions at any time.
Content Submitted by You
You are responsible for any content (including personal information sent to us through the “Let’s Connect” web form) that you send to us, submit, or transmit through our Platforms, including through any use of third-party social media platforms directed at us (“User Content”). You agree, represent, and warrant that any User Content you direct at us, or transmit through our Platforms is truthful, accurate, not misleading and offered in good faith, and that you have the right to transmit such User Content. You shall not send to us or otherwise make available on or through a Platform any User Content protected by copyright, trademark or other proprietary right of any third party without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, trademark, proprietary rights, or any other harm resulting from such User Content.
PLEASE DO NOT SEND US ANY USER CONTENT, IDEAS, SUGGESTIONS, OR OTHER CONTENT THAT YOU WISH TO KEEP PRIVATE OR PROPRIETARY OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. By sending any ideas, suggestions, or other User Content to us, you agree that: (i) we are free to use such User Content for any purpose, (ii) such User Content will be deemed not to be confidential or proprietary (iii) we may have something similar already under consideration or in development, and (iv) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. Be aware that we have no obligation to keep User Content confidential unless explicitly stated.
Descriptions, Testimonials, Opinions
Platforms may contain expert opinions. Information on Platforms identified as expert opinion, or accessed from this Platform by hyperlink, represents the opinions of these respective experts, which are not necessarily those of the Company.
Some Platforms may contain blogs with information about how to use a service, or statements about a service’s effectiveness. Some of these statements are not written by us and do not represent our opinion. Other statements may be written by us but are not a representation or warranty about a service and should not be relied upon as such.
Similarly, Platforms may present you with information on events, charitable causes, and the like. This is presented for informational purposes only and should not be considered our endorsement of same.
Descriptions and graphic representations of services on Platforms are for informational purposes only and may not completely reflect the current services. We reserve the right to change service descriptions at any time, and we are not responsible for variations between a service description and the actual service.
WE HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY TESTIMONIAL, BLOG, DESCRIPTION, OR OPINION POSTED ON ANY PLATFORM TO THE MAXIMUM EXTENT ALLOWED BY LAW. CLAIMS CONTAINED IN TESTIMONIALS, BLOGS, DESCRIPTIONS, OR OPINIONS HAVE NOT BEEN SUBSTANTIATED.
Third-Party Content and Links
Any information, statements, opinions or other information provided by third parties and made available on our Platforms are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement or other third party Content on our Platforms.
We may provide on the Platforms, solely as a convenience to users, links to websites, social media pages, mobile applications or other services operated by other entities. If you click these links, you will leave our Platforms. If you decide to visit any external link, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked Platforms or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links; or that any linked website is authorized to use any of our trademarks, logos, or copyright symbols.
YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH PLATFORMS AND RESOURCES.
Updates to this Agreement
We may revise or otherwise change or update this Agreement from time to time. We will use reasonable efforts to notify you of such changes. However, please check the “Last Updated” legend at the top of this page to see when this Agreement was last revised. When changes are made to this Agreement, they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review this Agreement―there may have been changes to our policies that may affect you. If you do not agree to the Agreement as modified, then you must discontinue your use of our Platforms. Your continued use of a Platform will signify your continued agreement to this Agreement as revised. We will make reasonable efforts to notify you of material changes to this Agreement. Such efforts might include posting notice on the Platform, or an email to the address we have on file, or a message in your Account.
We may assign this Agreement at any time with or without notice to you. You may not assign or sublicense this Agreement or any of your rights or obligations under this Agreement without our prior written consent.
This Agreement applies exclusively to your access to, and use of, the Platforms and does not alter in any way the terms or conditions of any other agreement you may have with us for services, employment, or otherwise. Additional policies and terms may apply to the purchase of certain products or services and are included as part of this Agreement whether they reference this Agreement or not.
Other types of agreements and policies that you may be subject to include, but are not limited to:
- Privacy policies
Other policies and agreements are typically found by navigating the Platform, typically by checking Platform headers and footers and by reviewing hyperlinked terms.
Should we employ you, none of the materials provided on a Platform constitute or should be considered part of an employment contract or an offer for employment.
Important LEGAL Terms
The Platforms and this Agreement are in effect until terminated by you or us. We may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on a Platform, including in your Account. You may terminate this Agreement by providing written notice of termination, including your detailed contact information and any Account information or other Platform credentials, to us using the information in the “Let’s Connect” section of the Platform. In addition to any right or remedy that may be available to us under applicable law, we may suspend, limit, or terminate all or a portion of your access to a Platform or any of its features at any time with or without notice and with or without cause, including without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We may be protected for liability from these actions under the Communications Decency Act, 47 U.S.C. § 230.
The provisions of this Agreement concerning protection of intellectual property rights, authorized use, user submitted content, disclaimers, limitations of liability, indemnity, and disputes, as well as any other provisions that by their nature should survive, shall survive any such termination.
Upon any such termination, (i) you must destroy all Content obtained from the Platforms and all copies thereof; (ii) you will immediately cease all use of and access to the Platforms; (iii) we may delete or disable access to any of your User Content at any time; (iv) and we may delete your Registered User Account at any time. You agree that if your use of a Platform is terminated pursuant to this Agreement, you will not attempt to use that Platform under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of a Platform after termination will be a violation of this Section, which survives any termination.
Disclaimer of Warranty
WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY OR RELIABILITY OF THE CONTENT AVAILABLE ON A PLATFORM OR ANY OTHER PLATFORMS LINKED TO OR FROM A PLATFORM. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH A PLATFORM IS DONE AT YOUR OWN RISK. THE CONTENT OF A PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
Limitation of Liability
WE AND OUR AFFILIATES, SUBSIDIARIES, DIVISIONS AND RELATED COMPANIES AS WELL AS OUR AGENTS, SUPPLIERS, SERVICE PROVIDERS AND RETAILERS (COLLECTIVELY, THE “RELEASEES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OR THE INABILITY TO USE A PLATFORM OR A PLATFORM’S CONTENT OR EXTERNAL LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, OR ANY COMPUTER VIRUS OR FAILURE.
RELEASEES WILL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF DATA OR PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES ALSO SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
REGARDLESS OF THE PREVIOUS SENTENCES, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.
You agree to indemnify, defend and hold us and the Releasees and all of our directors, officers, employees, agents, shareholders, successors, assigns, and contractors harmless from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of this Agreement; (ii) your activities in connection with a Platform; or (iii) the Content or other information you provide to us through a Platform. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
New Jersey Residents
If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) Disclaimer of Warranty; (b) Limitation of Liability; (c) Indemnity; and (d) under Disputes, the Arbitration and Class Action Waiver and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.
Consent to Communication
If any provision of this Agreement is held to be invalid or unenforceable, it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. If that is not possible, the provision shall be removed, and the rest of the Agreement will be enforceable.
Disputes, Arbitration and Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
No Class Actions: YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Seeking Arbitration: If you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to: IntraSapient Insights, LLC, 6025 Stage Road, Ste. 42-375, Memphis, TN 38134. If we initiate arbitration, we will send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Account. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If you and we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or us may commence an arbitration proceeding or file a claim in small claims court. Arbitration forms can be downloaded from www.jamsadr.com. If you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US $10,000 or the arbitrator determines the claims are frivolous, in which event you will be responsible for filing fees.
Hearing: If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.
Award: In the event arbitration awards you damages of an amount at least US $100 greater than our last documented settlement offer, we will pay your awarded damages or US $1,500, whichever is greater.
Injunctive Relief: Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective, and the remainder of the Agreement shall remain effective. No waiver, express or implied, by either party of any breach of or default under this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
Confidentiality: The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
Governing Law and Rules: This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of Tennessee, exclusive of conflict or choice of law rules. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.
If you have questions about this Agreement, or if you have technical questions about the operation of a Platform, please contact us through this online form or by writing us at IntraSapient Insights, LLC, 6025 Stage Road, Suite 42-375, Memphis, TN 38134. If you have any questions or comments about our Company, or our services, or have other customer service needs, please click here for information on contacting our consumer service representatives.