Terms and Conditions - IntelligenceBank

Terms and Conditions of Service Agreement

IntelligenceBank Pty Ltd (IntelligenceBank) provides the IntelligenceBank® Service. Upon purchasing Access to the Service, the Customer and the Company You represent agrees to be bound by these Terms. Please read these Terms of Service as they form a contract between You, the Customer and IntelligenceBank Pty Ltd. By using the IntelligenceBank Service, You agree to be bound by these terms. If You are using the Services on behalf of a company or organization, You are agreeing to these terms on behalf of that organization and warrant You have the authority to do so. If You do not agree to be bound by these terms, You must not use the Service. If You have any questions about these Terms, please contact termsofservice@intelligencebank.com and our legal team will assist You.

Definitions

"Access” means licenses purchased for Access to the Service.
"Access Fees” are fees paid to receive a license to the Service for the specified Agreement Term.
"Access Downgrade” is the process of removing authorized users, modules and/or features to the Service.
“Access Period” is the time period paid for use of the Service by You and/or Your authorized users.
“Access Upgrade” is the process of adding more authorized users, modules and/or features to the service.
“Account” means information, levels of access and billing information accessible in the Admin Billing Panel.
“Admin Billing Panel” is the interface whereby Customers can manage their account, upgrade or downgrade the Service.
“Agreement” means this agreement for the provision of the IntelligenceBank Service, online data storage, access and management services to You, the Customer.
"Agreement Term” is the time period for which access licenses have been purchased as set out on the Sign-Up Form/Access Order.
“Authorized User” means a user which has been granted access to Your Service through a paid license.
“Commencement Date” means the date Services were purchased.
“Confidential Information” means the confidential information of a party, which relates to the subject matter of this Agreement and includes: Confidential information relating to the Customer; Information relating to the personnel, policies or business strategies of IntelligenceBank Pty Ltd; Information relating to the terms of this Agreement.
“Customer” means You and/or the organization who purchases authorized user licenses to Access the IntelligenceBank Service.
“Customer Data” means data owned or supplied by the Customer to which IntelligenceBank Pty Ltd is provided access pursuant to this Agreement or data which may otherwise be generated, compiled, arranged or developed on IntelligenceBank by either Party pursuant to this Agreement.
“Force Majeure” means a circumstance beyond the reasonable control of the Parties, which results in a Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances shall include but shall not be limited to: acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster; and acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, cyber hacking denial of service, sabotage and revolution.
“GST” means: the same as in the GST Law; any other goods and services tax, or any tax applying to this transaction in a similar way; and any additional tax, penalty tax, fine, interest or other charges under a law of such a tax.
“GST Law” means the same as “GST Law” in A New Tax System (Goods and Services Act) Act 1999 (Cth).
“Intellectual Property Rights” means copyright, trademark, design, patent, semiconductor or circuit layout rights.
“IntelligenceBank” means IntelligenceBank Pty Ltd’s software, hosting, modules, features and content management system, to be accessed by the Customer in accordance with this Agreement.
“IntelligenceBank Service” means a dedicated web platform the Customer licenses to share and manage information with registered users.
“Main Administrator” means the Authorized Users who have control over configuring the Service and adding other Authorized Users for the Customer.
“Party” means either IntelligenceBank Pty Ltd or the Customer as the context dictates.
“Service/s” means the software platform and on-line data information services to be provided by IntelligenceBank Pty Ltd pursuant to this Agreement.
“Service Specifications” means the specifications for the IntelligenceBank Service set out in this Agreement.

1. Customer Obligations

You will only use IntelligenceBank in accordance with these terms:

Not use IntelligenceBank directly or indirectly for any activity or transmit any information or material unlawfully, or which is obscene, illegal, indecent, uses offensive language, defames, abuses, harasses, stalks, threatens, menaces, offends any person, or which prevents any other user from using or enjoying IntelligenceBank.
Not attempt to gain unauthorised access to IntelligenceBank or use another person’s name, registration account, token or password. You are responsible for all activities that take place within Your Account. IntelligenceBank is not liable for any loss or damage arising from any unauthorized use of Your accounts.
Not tamper with, hinder the operation of or make unauthorised modifications to IntelligenceBank.
Not knowingly transmit any virus or other disabling feature to or from IntelligenceBank.
Not remove, disable or modify any security, antivirus or other Software on IntelligenceBank.
Keep all passwords, account names, tokens or log in identifications required to access IntelligenceBank secure and confidential and not reveal these to any other person.
Not upload to IntelligenceBank any material, or use IntelligenceBank in any way, not expressly contemplated by this Agreement.
Not violate any state, local, national or international law in connection with the use of IntelligenceBank.
Not interfere with or disrupt the Service or servers connected to IntelligenceBank; and solely responsible for Your use of the Service, and except as otherwise agreed in writing by the parties, for maintaining backup copies of the Customer Data. You acknowledge and agree that the Service is strictly a tool to be used in conjunction with good and reasonable business judgment by competent personnel.

2. Your Account

To obtain access to the Services, You must first register and purchase a license(s) to the Services. Your access to the Services will be defined by the Modules and Features You purchase. When purchasing, You agree to provide true, accurate, current and complete information about Yourself as requested by the Sign Up form (Access Order). Your Account information can be viewed in the Admin Billing Panel within the Services.

3. IntelligenceBank Service Specifications

IntelligenceBank shall ensure the Services will at all times, and for all purposes relevant to this Agreement materially comply with the Service Specifications You have purchased. If You have purchased the Service online, details of Your Access can be reviewed and or updated in Your Admin Billing Panel within the Service.
IntelligenceBank may substitute any component of the Service prior to or during the Term without consultation with the You if, in the opinion of IntelligenceBank, such substitution will not cause a material degradation of the Services or otherwise result in a failure to comply with the Service Specifications.
IntelligenceBank will provision the Service software with mission critical, fully managed by IntelligenceBank, at premium data centers and a 99% uptime guarantee. Servers are protected with a Firewall.
Customer Data is regularly backed up on-site on IntelligenceBank’s secure servers. In addition, Customer Data and the IntelligenceBank Service is backed up daily to remote, off-site secure servers.
The terms of service may be updated from time to time. IntelligenceBank will notify You of any changes as they occur.

4. Availability of the IntelligenceBank Service

Notwithstanding anything else in this Agreement, You acknowledge and agree that:

IntelligenceBank may be temporarily unavailable for maintenance, upgrade and support purposes. IntelligenceBank will notify Main Administrators of the Service at least 24 hours prior to a scheduled maintenance;
IntelligenceBank is not responsible for the suspension of or interruption to IntelligenceBank or any part of IntelligenceBank, due to technical or internet access circumstances beyond its immediate control;
IntelligenceBank may upgrade, remove or change IntelligenceBank or any part of IntelligenceBank at any time to improve functionality and usability of the service. Basic functionality of modules and features You have purchased will be maintained, however, we reserve the right to change or stop the service at any time.

5. Access to the Service

Once You purchase Access to the Service, You will be sent a welcome email with the provision to set up a password. At this time, You can provide access to other Authorized Users of Your choice. The Service is licensed for the term purchased, not sold. The license to the Service ends when Your Agreement Term ends. If You elect not to renew, we will disable Your Access to the Service.

6. Intellectual Property

IntelligenceBank acknowledges that the Customer Data remains the property of the Customer. IntelligenceBank shall ensure the Customer Data are to the extent practicable signified as the property of the Customer and remain free of any lien, charge or other encumbrance of a third party. IntelligenceBank owns all intellectual property rights in and to the Service, the Software, and the Platform, including, but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos and screen displays associated therewith. IntelligenceBank shall have a royalty-free, worldwide, transferable and perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, custom developments, feedback or other information provided by You or any Authorized User relating to the Service.

7. Communications

By creating a paid or trial account with IntelligenceBank, you understand we may send You communications regarding the Services, including updates, newsletters, promotional information, and notices of Service violations. At any time, You can choose to opt out of these communications.

8. Data Security

IntelligenceBank will take proactive security measures designed to protect Your Customer Data. These measures include the use of reasonable physical, administrative and technical security techniques and systems designed to prevent unauthorized access, maintain data accuracy, and to conduct regular backups (on-site and off-site) of both Customer Data and the IntelligenceBank operating system.

You acknowledge that no data transmission over the internet can be guaranteed as totally secure. IntelligenceBank does not warrant and cannot ensure the security of any information transmitted to IntelligenceBank from the Customer over the Internet, or within its Service. Once IntelligenceBank Pty Ltd receives Customer Data, IntelligenceBank Pty Ltd shall take reasonable steps to preserve the security of such Customer Data.

While extensive redundancy and back-up systems have been put in place, under no circumstances will IntelligenceBank be held liable for any loss of Customer Data. To the extent that data is being transmitted over the Internet hereunder, You acknowledge that IntelligenceBank has no control over the functioning of the Internet, and IntelligenceBank makes no representations or warranties of any kind regarding the performance of the Internet.

If the Customer Data is lost, destroyed or altered whilst stored on IntelligenceBank without fault on the part of the Customer, IntelligenceBank Pty Ltd shall take all reasonable measures to immediately restore the Customer Data within 24 hours. IntelligenceBank will not be held responsible for loss of data within the Service.

You understand that for extra security, You may encrypt files prior to uploading into the IntelligenceBank Service. In addition, IntelligenceBank offers for an additional fee, advanced file and database encryption capabilities if this is a requirement.

9. Billing, Payment, Access Upgrades, and Access Downgrades

All fees and Payment Terms associated with Your Access to the Service are published in Your Admin Billing Panel for Customers who purchase via credit card, or on Your Access Order for Customers who purchase directly via invoice, and are due in full upon commencement of Your Agreement Term. The fees exclude all taxes and other charges such as currency exchange rates and it is Your responsibility to pay these additional fees. Interest on all overdue amounts shall be payable at the rate of 10% per annum calculated on the reducing balance from the due date for payment to the date of payment. If We are unable to recover costs related to Your Account, You will be responsible for all costs incurred in the collection of outstanding payments including all legal costs and all debt collection agency fees.

For Customers paying with a credit card, You must be authorized to use the payment method that You enter when You create a billing account; and You authorize us to charge You for the Service using Your payment method and for any paid feature of the Service that You choose to sign up for while this Agreement is in force. You must keep all information in Your billing Account current and You can access and change your account information in the Admin Billing Panel within the Service. If You pay by credit card, the Service provides an Admin Billing Panel for You to change credit card information (e.g. upon card renewal). You will receive a receipt when payment is received by IntelligenceBank.

With a Free Trial Account, if You fail to pay the Access Fees prior to the end of Your trial, Your Access and Your Customer Data will be permanently deleted. With a Paid Account, if You fail to pay the Access Fees we may suspend or terminate access to and use of the Service by You and Authorized Users. In either event if payment is not received on due date, Your Access will be terminated immediately and without notice to You.

If this Agreement is terminated or cancelled by You or us for any reason whatsoever or You breach this Agreement entitling us to cancel this Agreement Customer Data will be maintained for 30 days and you can elect to renew Your Access Term to retrieve it or request IntelligenceBank to retrieve and deliver the Customer Data to You for a specified fee to be determined depending on the amount of data stored within the Service and associated delivery charges. Otherwise, Your data will be deleted and will not be recoverable thereafter.

If You choose to upgrade Your Access or increase the number of Authorized Users during the Agreement Term, any incremental Access Fees associated with the Access Upgrade will be prorated over the remaining period of Your current Access Period, charged to Your Account and due and payable upon implementation of such Subscription Upgrade, unless stated otherwise in the Access Order. In any future Agreement Term, Your Access Fees will reflect any such Subscription Upgrades.

No refunds or credits for Access Fees or other fees or payments will be provided to You if You elect to downgrade Your Access. For online customers, the Access Downgrade module, feature, user or fee reduction will be applied at your next billing cycle. Downgrading Your Access may cause loss of content, features, or capacity of the Service as available to You under Your Account and IntelligenceBank does not accept any liability for such loss.

If Your platform contains content that is publicly shared, there is a monthly 10GB data transfer limit, unless additional data packages are purchased.

10. Cancellation, Termination and Deletion of Customer Data

Either You or IntelligenceBank may elect to terminate Your Access to the Service as from the end of Your Agreement Term by providing thirty (30) days written notice prior to the expiry of the Agreement Term. Unless You terminate your Access, Your Access to the Service and related Access Fees will renew automatically for a period equivalent to the expiring Agreement Term.

If You elect to terminate Your Access during the Agreement Term, no refunds or credits will be provided. After the termination or cancellation of Your Access to the Service for whatever reason, we reserve the right to delete all Customer Data. In this regard if this Agreement is terminated or cancelled by You or us for any reason whatsoever or You breach this Agreement entitling us to cancel this Agreement You, Customer Data will be maintained for up to 30 days, and can be provided to You on a disk or hard drive for a fee to be determined depending on the amount of data stored within the Service and associated delivery charges.

Access Fees shall be paid in full for the Agreement Term and shall not be pro-rated should this Agreement be cancelled or terminated during the Agreement Term for any reason whatsoever.

11. Third Party Materials and Content

The Service may contain features, functionality and information that are provided through or by third-party content, software, websites, and/or systems (“Third-Party Materials”). Your use and access of these features and functionality are subject to the terms published or otherwise made available by the third-party providers of Third-Party Materials, and accessible by the Customer. IntelligenceBank has no responsibility for any Third-Party Materials, and You irrevocably waive any claim against IntelligenceBank with respect to such Third-Party Materials. If You opt to use our Third-Party provided automatic keyword tagger, You accept responsibility for terms automatically associated to files uploaded within IntelligenceBank.

12. Customer Data and Access

At any time during the Agreement Term, the Customer may download their data through the Service’s interface, and You can request a copy of Your data on hard drive or disc in the format as uploaded in the IntelligenceBank Service for a fee to be determined depending on the amount of data stored within the Service and associated delivery charges.

Provided You are not in default under these Terms of Service Agreement, IntelligenceBank shall ensure that You have the ability to obtain access (via the use of a password) at all times to the Customer Data whilst in the possession or under the control of IntelligenceBank.

IntelligenceBank will use all reasonable endeavours to ensure unauthorized third parties do not gain on-line or physical access to Customer Data without the prior consent in writing of the Customer. This includes the use of encrypted passwords, administered by the Customer.

13. Viruses

Both parties must ensure that no viruses or similar programming effects are coded or introduced into IntelligenceBank as a direct result of the provision of the Services or as the direct result of an act or omission of either party’s personnel. IntelligenceBank Pty Ltd will ensure that reasonable anti-virus software is operating in all relevant respects at all relevant times.

IntelligenceBank agrees that in the event of viruses found to have been introduced into IntelligenceBank, it will use all reasonable endeavours to assist You in minimising the effects of the virus and, if the virus causes a loss of operational efficiency or loss of data, in assisting You to mitigate the effect of the virus and to restore any such losses.

14. Access Facilities

You will be responsible for providing Your own facilities (including hardware, device, web browser, software, modem and telecommunications facilities) necessary for accessing IntelligenceBank. IntelligenceBank is optimized for IE11+, Chrome, Safari and Firefox.

15. Confidentiality

A Party shall not, without the prior written approval of the other Party, disclose the other Party’s Confidential Information, including the terms of this Agreement, unless required by law or the rules of any relevant securities exchange. Each Party shall take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this Agreement, do not make public or disclose the other Party’s Confidential Information. Notwithstanding any other provision of this clause, the Customer may disclose the Terms of Service (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants. During the trial period, a IntelligenceBank help desk user will automatically be added to Your account, in case You require technical support during the trial. Once You become a paying Customer, the helpdesk user will automatically become a "suspended user", unable to access Your account and will not affect the number of user licenses for which You have paid. If You ever require technical support, You can make this user "active" so IntelligenceBank helpdesk staff can assist in troubleshooting. This clause shall survive the termination of the Agreement Term. IntelligenceBank's privacy policy is available to review at any time and may be updated from time to time to ensure data is kept confidential and personal information is not shared with third parties.

16. Indemnification

Both parties will indemnify, defend and hold each other and its officers, directors, owners, employees, and affiliates harmless from and against all liability, damages, injuries, losses, costs and expenses (including attorney’s fees) arising out of or relating to Your use of the Service, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to: (a) breach of any representations, warranties, or covenants in this Agreement, (b) compliance with applicable laws and regulations, and (c) the Customer Data.

17. Liability

To the fullest extent permitted by law, in no event will IntelligenceBank, its affiliates, officers, employees, agents, suppliers or licensors be liable for any direct, indirect, incidental, special, punitive, cover or consequential damages, however caused.

The limit of IntelligenceBank’s liability (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) to You or to any third party concerning performance or non performance by IntelligenceBank, or in any manner related to this Agreement or the Service, for any and all claims shall not exceed three months of the Access Fees or any other Fees paid by You to IntelligenceBank with respect to the Service at issue (excluding any fees or charges relating to approved expenses incurred by IntelligenceBank on Your behalf) during the six (6) months prior to the date that the relevant cause of action accrued.

In no event shall either party be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence.

18. No Warranty

IntelligenceBank provides the Service “as is” “with all faults” and “as available”. IntelligenceBank makes no warranty that the Service will be uninterrupted, error-free or free of harmful components, that the Customer Data will be secure or not otherwise be lost or damaged.

19. Force Majeure

Neither Party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to Force Majeure.

If a delay or failure of a Party to perform its obligations is caused or anticipated due to Force Majeure, the performance of that Party’s obligations will be suspended.

20. Assignment

The benefit of this Agreement shall not be assigned by the Customer without IntelligenceBank’s written consent which is not to be unreasonably withheld provided however that IntelligenceBank shall be entitled to impose reasonable conditions as a pre-requisite to such assignment.

21. Waiver

No waiver of any breach of any term of this Agreement (including this sub-clause) shall be effective unless in writing signed by the party or parties having the right to enforce such breach and no such waiver shall be construed as a waiver of any subsequent breach.

22. Entire Agreement

This Agreement constitutes the entire agreement between the parties and no representations, warranties, guarantees or other terms or conditions, whether express or implied and whether oral or in writing in relation to the subject matter of this Agreement shall be of any force or effect unless contained in this Agreement. Any variation of this Agreement shall be of no force or effect unless confirmed and agreed to in writing between the parties. This agreement may be updated at any time, and will be available on www.intelligencebank.com/terms and You will be notified of any material changes.

23. Governing Law

This Agreement shall be governed by and construed in accordance with the laws from time to time in force in Victoria (Australia) and the parties hereto irrevocably submit to the non-exclusive jurisdiction of the Courts of that State and any Courts competent to hear appeals therefrom.

24. Severance

If any provision of this Agreement is void, voidable by any party, unenforceable or illegal, it shall be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible, the offending words) shall be severed from this Agreement without thereby affecting the validity, legality of enforceability of the remaining provisions (or parts of those provisions) of this Agreement which shall continue in full force and effect provided that the Agreement as amended following such severance is not substantially different from this Agreement.

Updated March 2018

INTELLIGENCEBANK RESELLER/PARTNER AUTHORIZATION AGREEMENT

This Agreement is between IntelligenceBank Pty Ltd ("COMPANY") and the reseller and/or partner ("Reseller") and establishes the terms and conditions for the Reseller’s participation in the IntelligenceBank Reseller Program (the "Program"). Under the Program, IntelligenceBank will provide marketing and promotional support to the Reseller as specified in this Agreement related to the Reseller’s purchase and license of IntelligenceBank products for resale.

1. Reseller Qualification

1.1 In order to ensure adequate technical and marketing support to end users, eligibility to resell products is subject to meeting authorization requirements as described in the Program Materials. These Program Materials contain a detailed description of the benefits to a Reseller of, as well as the requirements of a Reseller under this program. The Reseller will not sell IntelligenceBank products without arranging for adequate post-sales support.

2. Relationships

2.1. The Reseller is an independent contractor engaged in purchasing IntelligenceBank products for resale to its customers. The Reseller is not an agent or legal representative of IntelligenceBank for any purpose, and has no authority to act for, bind or commit IntelligenceBank.

2.2. The Reseller has no authority to make any commitment on behalf of IntelligenceBank with respect to quantities, delivery, modifications, interfacing capability, suitability of software or suitability in specific applications. The Reseller has no authority to modify the warranty offered with IntelligenceBank products. The Reseller will indemnify IntelligenceBank from liability for any modified warranty or other commitment by the Reseller not specifically authorized by IntelligenceBank.

2.3. The Reseller will not represent itself in any way that implies that the Reseller is an agent or branch of IntelligenceBank. The Reseller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by IntelligenceBank immediately upon notice from IntelligenceBank.

3. Term, Limitations, Termination

3.1. The term of this Agreement is twelve (12) months from the date of acceptance by the Reseller and IntelligenceBank. This Agreement shall automatically renew on each subsequent year for a one (1) year term, unless it is terminated earlier in accordance with this Agreement.

3.2. IntelligenceBank or the Reseller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon fifteen (15) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

3.3. IntelligenceBank may, from time to time, give the Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.

3.4. Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse.

4. Reseller Programs

4.1. IntelligenceBank's Reseller Program will contain various participation levels. IntelligenceBank will invite the Reseller from time to time to participate in the co-operative advertising, market development and promotional programs offered by IntelligenceBank as defined in the Program materials within the portal site. The Reseller may, at its option, participate in such programs during the term of this Agreement. IntelligenceBank reserves the right to terminate or modify such programs at any time at its sole discretion.

4.2. The Reseller shall exert best efforts to market IntelligenceBank products, and is able to use promotional materials supplied by IntelligenceBank.

4.3. As defined in the Program Materials, the Reseller shall have sufficient technical knowledge of the IntelligenceBank products in general, and will have access to appropriate IntelligenceBank sales and technical training.

4.4. IntelligenceBank does not represent that it will continue to manufacture any particular item or model of product indefinitely or even for any specific period. IntelligenceBank specifically reserves the right to modify any of the specifications or characteristics of its products, to remove any product from the market, and/or to cease manufacturing or supporting it.

4.5. The Reseller is expected and encouraged to advertise and promote the sales of IntelligenceBank products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. IntelligenceBank must approve all original materials that use IntelligenceBank name or trademarks (aside from modifying existing IntelligenceBank supplied template materials). IntelligenceBank will assist the Reseller in advertising and promoting IntelligenceBank products in accordance with IntelligenceBank policy.

5. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY INFRINGEMENT CLAIMS, SHALL INTELLIGENCEBANK BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR ANY RE-PROCUREMENT COSTS, LOST REVENUE OR PROFITS OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE COMPANY HAS BEEN INFORMED OF SUCH POTENTIAL LOSS OR DAMAGE.

6. Use of IntelligenceBank Trademarks

6.1. The Reseller acknowledges the following:

6.1.a. IntelligenceBank owns all right(s), title(s) and interest(s) in the IntelligenceBank names and logotypes.

6.1.b. IntelligenceBank is the owner of certain other trademarks and trade names used in connection with certain product lines and software.

6.1.c. The Reseller will acquire no interest in any such trademarks or trade names by virtue of this Agreement, its activities under it, or any relationship with IntelligenceBank.

6.2. During the term of this Agreement, the Reseller may indicate to the trade and to the public that it is an Authorized Reseller of IntelligenceBank products. The Reseller may also use the IntelligenceBank trademarks and trade names to promote and solicit sales or licensing of IntelligenceBank products if done so in strict accordance with IntelligenceBank guidelines. The Reseller will not adopt or use such trademarks or trade names, or any confusing word(s) or symbol(s), as part of its company name or allow such marks or names to be used by others.

6.3. At the expiration or termination of this Agreement, the Reseller shall immediately discontinue any use of IntelligenceBank logos and IntelligenceBank names, trademarks or any other combination of words, designs, or trade names that would indicate that it is or was a reseller of IntelligenceBank products.

7. Product Warranty

7.1. The warranty terms and conditions will be as specified in the IntelligenceBank Standard Terms and Conditions of Sale (Terms and Conditions).

7.2. INTELLIGENCEBANK'S WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, IMPLIED OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Software

8.1 The software license terms will be specified in IntelligenceBank’s Standard Terms and Conditions of Sale and any Software Maintenance Agreement entered into by the parties.

9. Proprietary Information

9.1 IntelligenceBank and the Reseller shall each exercise due diligence to maintain in confidence and not disclose to any third party any proprietary information furnished by the other to it on a confidential basis and identified as such when furnished. Except in accordance with this Agreement, neither party shall use such information without permission of the party that furnished it. As used in this paragraph, "due diligence" means the same precaution and standard of care, which that party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this Section shall survive for three (3) years beyond the expiration, non-renewal or termination of this Agreement.

9.2 This Agreement does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to IntelligenceBank. The Reseller shall not have any right to manufacture IntelligenceBank products.

10. Export Controls

Regardless of any disclosure made by the Reseller to IntelligenceBank or Distributor of an ultimate destination of IntelligenceBank products, the Reseller shall not export, either directly or indirectly, any documentation, IntelligenceBank products, or system incorporating such IntelligenceBank products outside of their designated area.

11. Compliance with Laws

The Reseller agrees to comply with all laws and regulations that are applicable to the business that the Reseller transacts. The Reseller agrees to indemnify and hold IntelligenceBank harmless for all liability or damages caused by the Resellers failure to comply with the terms of this provision.

12. Government Contract Conditions

In the event that the Reseller elects to sell IntelligenceBank products or services to the Government (local, city, state, federal), the Reseller does so solely at its own option and risk, and agrees not to obligate IntelligenceBank as a subcontractor or otherwise to the Government. The Reseller remains solely and exclusively responsible for compliance with all statutes and regulations governing sales to the Government. IntelligenceBank makes no representations, certifications or warranties whatsoever with respect to the ability of its goods, services or prices to satisfy any such statutes and regulations.

13. Miscellaneous

Notices under this Agreement must be sent by telegram, telecopy, registered or certified mail, or e-mail if receipt of e-mail is acknowledged to the appropriate party at its location stated on the first page of this Agreement (or to a new address if the other has been properly notified of the change). A notice will not be effective until the addressee actually receives it.

This Agreement and its schedules represent the entire agreement between the parties regarding this subject. This Agreement supersedes all previous oral or written communications between the parties regarding the subject, and it may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party will be liable to the other for any delay or failure to perform if that delay or failure results from a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid, unless such invalidity would frustrate the purpose of this Agreement. Victoria (Australia) law governs this Agreement without consideration to that body of law referred to as "conflicts of laws". IntelligenceBank and the Reseller will attempt to settle any claim or controversy arising out of it through consultation and negotiation in good faith and a spirit of mutual cooperation. Any dispute which cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

The Reseller agrees to comply with all laws and regulations that are applicable to the business that Reseller transacts. The Reseller agrees to indemnify and hold IntelligenceBank harmless for all liability or damages caused by the Reseller’s failure to comply with the terms of this provision.

Last Updated - March 2018