1. Contract.
Upon signing of contract or submission in writing or online of a Registration form by You, to the Intelliventory, Inc. (hereafter referred to as Intelliventory), You are deemed to agree to all of these Terms and Conditions. Intelliventory expressly objects to any different or additional terms and conditions You might add to Your Registration or related documents. Such different terms and conditions are not binding upon Intelliventory. Intelliventory also reserves the right to accept or reject all Registration forms received by it.
2. Services and products.
Intelliventory's products and services, and the terms and conditions that apply to each of them. are described in the following paragraphs. The services you receive will be those specified on Your registration form or contract. Unless Intelliventory otherwise specifies in writing, this agreement will also apply to other services and products that Intelliventory may offer to you from time to time.
a. Web site design/development services. Intelliventory will design a web site
of the type specified in the Registration. A "basic" Web site consists of a home
page with Your logo (one provided by you). Additional features will be added as
agreed by You and Intelliventory from time to time.
b. Web site name registration. Intelliventory will apply for the domain name(s)
you specified in the Registration. Whether you will actually be given that
domain name is decided by the domain name registrar, and there is no guaranty
that you will receive I as it may be not availablet. If you do not,
Intelliventory will assist you to find an available domain name. It is Your
responsibility to ensure that your chosen name does not violate a trademark or
other right of a third party. Your rights in the domain name are subject to the
rules of the domain name registrar. Intelliventory will obtain those rules for
you upon request. Intelliventory will pay all registration and renewal fees for
your domain name and reserves the right of ownership unless otherwise agreed
upon between You and Intelliventory in writing.
c. Web server set up. Intelliventory will set up Your web
site (if Intelliventory is hosting your web site) and your inventory
presentation on Intelliventory's server. This is a required, one-time service.
d. Host web site with inventory. Intelliventory will host Your web site on its
servers and will include your inventory in its master database, so that your
inventory will be searchable from the inventory search feature on your web site.
You are responsible for providing Your inventory information to Intelliventory
in the manner and format required by Intelliventory. Intelliventory provides
upload application to assist you with this, as described in Section 4.
e. Add an Inventory Search to Your web site. If Intelliventory is not hosting
your web site, Intelliventory will work with your ISP and Web site designer to
add an inventory parts search capability to your web site, in a manner deemed
most appropriate by Intelliventory. You are responsible to assure that each such
other person or firm gives Intelliventory its cooperation to implement this
capability.
f. Publish Your inventory on Intelliventory’s automotive-sales related web
sites. Intelliventory will make your inventory information available to visitors
performing a parts search on Intelliventory’s automotive-sales related web
sites. You are responsible for providing Your inventory information in the
manner and format required by Intelliventory.
g. E-mail accounts. Intelliventory will provide the number of email accounts
specified on your Registration form, with names you select, and using your
primary domain name (ex.
yourname@yourdomainname.com).
h. Other Web-enable applications or services as written in your contract with Intelliventory.
3. Content. If Intelliventory hosts your web site or email,
You agree that you will use your web site, web page or application, and email
accounts hosted by Intelliventory only for lawful purposes. Scandalous,
libelous, prurient, or offensive material, and material Intelliventory, in its
sole discretion, finds not suitable to the site, is not permitted on Your web
site. If such material is discovered on Your site, Intelliventory may
immediately remove that material or take down your site. Intelliventory will
give you five (5) days to correct the problems Intelliventory has identified,
except as provided later in this section 3. Failure to do so, or repeated
violations of this provision, shall entitle Intelliventory to remove your site
from its server and cancel this Agreement immediately, with no refund of any
fees. Intelliventory does not intend to actively monitor your site, so
compliance with all the restrictions in this section is your responsibility. You
are further responsible to make sure that all laws and regulations, including
but not limited to state laws, the copyright and trademark laws, are adhered to
on your web site. It is also Your responsibility to obtain whatever Trademark,
Copyright, or other permissions are required for your site, and Intelliventory
will assume you have done so. As provided by federal law, if Intelliventory
receives notification of a claim of copyright infringement regarding Your site,
Intelliventory may immediately take down the allegedly infringing material
without liability. You must follow the provisions of 17 U.S.C. § 513(g) for
replacement of the material.
You agree not to send unsolicited bulk email from any email account provided by
Intelliventory. If You do so, Intelliventory can immediately terminate Your
email account(s) and/or this entire Agreement.
4. Access. Upon acceptance of the contract, and the installation of Your web site, Intelliventory shall give you instructions on how to access the site, and upload your inventory to the site, unless your inventory is being transmitted to Intelliventory from your inventory management system provider or another third party. Uploading inventory is Your responsibility. If You have technical problems uploading your inventory, you agree to notify Intelliventory immediately, and Intelliventory will endeavor to assist you through telephone support. Intelliventory provides You with a web application software for uploading auto inventory; this application and all intellectual property is the property of Intelliventory, and if a physical software is shipped to you by Intelliventory it is the property of Intelliventory and you must delete it from Your computers and return all copies of it to Intelliventory when this Agreement terminates. All software provided to You is licensed to You subject to the terms of the license agreement for that software. You agree that Intelliventory may display your inventory information, identifiable as your inventory, in connection with the search services provided by Intelliventory.
5. Transactions. All transactions on your web page or application including but not limited to sales of inventory items on your web site and the Intelliventory site(s) are transactions directly between you and your customer, and Intelliventory is not a party to those transactions. Intelliventory does not investigate users, and accepts no liability for users’ breach of their obligations to you. Intelliventory cannot ensure that a user will actually complete a transaction. You must use common sense and practice safe business practices when transacting with an online customer. You are directly responsible to the user for warranties and for any refunds, credits or adjustments to a transaction, in accordance with your contract with the user.
6. Liability. The Internet is an evolving technology, and
access to the Internet is sometimes unavailable. Intelliventory does not
guaranty continuous, uninterrupted or secure access to any sites, applications,
pages, or search or services it hosts. Intelliventory shall not be responsible
for failure of your computer, Your connection to the Internet, or services
provided by Your Internet Service Provider. Intelliventory is not providing You
with a connection to the Internet and you must have an account with an Internet
Service Provider to access the Internet and Intelliventory's services.
Intelliventory shall not be responsible for any problems beyond its control,
including problems with Intelliventory's Internet connection caused by factors
outside Intelliventory's control.
Intelliventory will use commercially reasonable efforts to maintain its servers
always in operational condition; but THE SERVICES, AND ALL SOFTWARE PROVIDED TO
YOU BY INTELLIVENTORY, ARE BEING PROVIDED AT YOUR SOLE RISK AND ARE PROVIDE ON
AN "AS-IS," WHEN AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND. INTELLIVENTORY
HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSES
WHATSOEVER. YOUR SOLE REMEDY, AND INTELLIVENTORY'S EXCLUSIVE LIABILITY WHETHER
ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER
LEGAL THEORY IS LIMITED TO REFUND OF THE FEES PAID TO INTELLIVENTORY. INCIDENTAL
OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST SALES OR ANY OTHER INCIDENTAL LOSS
ARE EXCLUDED.
You agree to indemnify and defend Intelliventory, including attorney's fees,
against any action initiated against Intelliventory related to your web site,
aaplication or webpage or to your activities related to the other web sites from
which your services or inventory is searchable or reachable, including the
Intelliventory owned or operated web sites.
7. Term; Changes. This agreement shall be valid for the term if any specified on the registration form or contract, and shall continue thereafter until either party terminates by giving notice to the other party. Fees paid to Intelliventory are non-refundable. Intelliventory may change the terms of the Agreement by giving You 30 days notice of the change. If you object to the change you can cancel this agreement by notifying Intelliventory within that 30-day period. Intelliventory may from time to time adopt policies related to its services. Each policy will be binding on you, unless you terminate this Agreement within 30 days after you are first notified of such policy.
8. Notices. All notices required under this agreement shall be sent to Intelliventory at its headquarters as then shown on its web site, and to You at the address you stated on the Registration form or contract. If You change your address you must notify Intelliventory in writing. Notices under 17 U.S.C. § 513 shall be sent to the designated agent for such notices identified on the Intelliventory website (www.Intelliventory.com).
9. Charges. All fees are payable in advance and non-refundable, and do not include taxes, if any, which will be in addition to the fees. Intelliventory may change any fees by providing thirty days notice of such fee change. Such changes shall not take effect until the next billing cycle after the notice is given. If you fail to pay your fees when due, Intelliventory may terminate this Agreement and terminate its services, including removing your web site.
10. Confidentiality. The Intelliventory Web Development
Guide, user Id and password to the Web Development Guide, and the Inventory
upload procedures, filenames and userId/password to the Inventory upload
procedures, and software (all referred to as "the Documentation") are
particularly sensitive Confidential Information and Trade Secrets of
Intelliventory, You shall use the Documentation solely for the purpose of
uploading Inventory to Intelliventory. You shall not disclose, (except as
required by law) use or permit the disclosure or use by others of the
Documentation for any other purpose. You shall not use the Documentation to
create software or services that perform the same or similar function as any
Intelliventory products and services.
You agree to: (a) keep the Documentation confidential; (b) maintain agreements
with Your employees and agents that protect the confidentiality and proprietary
rights of the Confidential Information of third parties such as Intelliventory
and instruct Your employees of these requirements for the Documentation; (c)
restrict disclosure of the Documentation to those of Your employees who have a
"need to know" consistent with the purpose for which such Documentation was
disclosed; (d) not to remove or destroy any proprietary or confidential legends
or markings placed upon the Documentation; and (e) not to disclose the
Documentation to any web hosting provider, software developer, or lot or yard
management system provider. You agree that in case of a breach of this Section
10, damages may be immediate and irreparable, and injunctive relief is
appropriate.
Intelliventory reserves the right to make available aggregate data (data that
comes from many sources and is combined for statistical or other purposes and
does not reveal the identity of the persons that provided specific data) to
third parties.
11. Miscellaneous. This agreement shall be interpreted under the internal laws of the State of Tennessee. You agree that if you initiate any litigation related to this Agreement or your relationship with Intelliventory, the state and federal courts in Davidson County, Tennessee will have exclusive jurisdiction over that litigation. This Agreement and the Registration form or contract constitute the entire agreement between You and Intelliventory, and any prior proposals, offers, negotiations, or agreements not contained there are hereby void and of no effect. Any changes to this agreement, except as provided in Sections 7 and 9, shall not be effective unless made in writing signed by both parties. In the event that any one or more provisions contained in this Agreement should for any reason be held to be unenforceable, such enforceability shall not affect any other provision of the Agreement, but the Agreement shall be construed as if such unenforceable provisions had not been contained herein.
©2001 - 2004 Intelliventory Inc.