IntelliGRC Legal Documentation

These Terms of Service apply to new subscriptions ordered on or after July 31, 2024. For subscriptions ordered before that date, the original Master Subscription Agreement (MSA) still applies.

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Terms of Service
Version 1.5 (Revised July 31, 2024)

Introduction
Tiber Creek Consulting, Inc., d/b/a IntelliGRC (“IntelliGRC”, “us”, or “we”) provides access to IntelliGRC’s software as a service platform that allows you to store, retrieve, organize, and share data (the “Service”) as specified in the IntelliGRC Quote attached hereto or in a subsequent Quotes, in the Master Subscription Agreement and pursuant to the following terms and conditions. These IntelliGRC Terms of Service (“TOS”) apply to both individuals and Registered Entities (as defined below) and Application Users which are effective immediately upon your first use of the Services. You may not use the Service, or any Applications made available through the Service until you have read and accepted these Terms of Service.

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As used in the Terms of Service, the terms “you” and “your” refer to you and, if applicable, the company or legal entity that you represent.

a. Registered Entity. “Registered Entity” means: 1) you, if you are the person accepting the TOS on behalf of yourself, a company, or legal entity you represent; or 2) the customer of IntelliGRC that has subscribed for and is paying the fees for the Service. This definition specifically excludes the third-party end users of such IntelliGRC customers.

b. Service Providers. Service Provider means an entity that delivers services, such as network, application, infrastructure, or security services, via ongoing and regular support and active administration on the premises of a customer, in the data center of the entity (such as hosting), or in a third-party data center (definition from 6 U.S. Code § 650). An MSP provides the Service to Registered Entities, rather than IntelliGRC providing the Service directly. References in this Agreement to “your users” (or substantially similar language) mean the Registered Entities receiving services from the Service Provider.

c. Reseller. A Reseller sells the Service to a Registered Entity but does not provide any of the services performed by an MSP.

1. Services Provided by IntelliGRC.
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1.1. License.
Subject to these Terms of Service (including all policies linked to it), IntelliGRC hereby grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your own internal business purposes. All rights not expressly granted to you herein are reserved by IntelliGRC and its licensors.

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1.2. Access to Service.
You are authorized to access and use the Service and to otherwise freely use all tools, features, and capabilities of the Service in accordance with these Terms of Service, the Master Subscription Agreement, and the specific items provided in your quote. To use the Service, you are responsible at your own expense to acquire access to the World Wide Web, either directly or through devices that access web-based content, and to pay any service fees associated with such access. In addition, you agree to provide all equipment necessary to make such a connection to the World Wide Web, including a computer and network connection. You shall not attempt to access any other of IntelliGRC’s systems, programs or data that are not made available for public use by IntelliGRC.

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2. Service Fees.
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2.1 Fees.
You agree to pay any applicable fees for the Service plan described on your account or in your quote. We may charge you overage fees if your use exceeds the scope of your plan, including for reasons including but not limited to (a) the number of users granted access exceeds the number of users purchased, or (b) you exceed the number of devices, attachments, file space or other plan or package entitlements during the subscription term.

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2.2 Excess Use.
Upon its discovery of such excess use, IntelliGRC reserves the right to change fees for the Service at any time, at its discretion, with notice to you. Such notice may be provided to your email address on file with IntelliGRC or through your IntelliGRC account; provided, that any increase in fees shall take effect on the renewal of your then-current subscription term.

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2.3 Payment Terms.
Users may have the option to subscribe to a Service plan that provides for (a) monthly or (b) annual payments or (c) multi-year contracts. For monthly subscriptions, fees shall be due and payable to IntelliGRC monthly in advance on the billing date as displayed in the Service. For annual or multi-year subscriptions, fees shall be due and may be payable to IntelliGRC within thirty (30) days from the date of IntelliGRC’s invoice and you will be invoiced on an annual basis or at the beginning of your subscription start date agreed to by you in the Quote. IntelliGRC reserves the right to suspend the accounts of customers who fail to make timely payments on their plan(s). All fees are non-refundable, in whole or in part, even if the Service is suspended, cancelled or transferred prior to the end of your subscription term.

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2.4 Taxes
You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes), if any, associated herewith or your receipt or use of the Service, except for taxes based on IntelliGRC’s net income. In the event that IntelliGRC is required to collect or pay any tax for which you are responsible, IntelliGRC will invoice you and you will pay such taxes and duties directly to IntelliGRC. As between you and IntelliGRC, you will be responsible for collecting and remitting all taxes related to the use of the Service. You will make all payments to IntelliGRC free and clear of, and without reduction for, any withholding taxes or duties; any such taxes or duties imposed on payments of fees to IntelliGRC will be your sole responsibility, and you will provide IntelliGRC with official receipts issued by the appropriate taxing authority, or such other evidence as IntelliGRC may reasonably request, to establish that such taxes have been paid.

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3. Third Party Links.
The Service, other Service users, or third parties may provide links to other World Wide Web sites or resources. Because IntelliGRC has no control over such sites and resources, you acknowledge and agree that IntelliGRC is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources even if such site or resource provides a product that may be used in connection with the Service or contains advertising associated with IntelliGRC’s name or brand. You further acknowledge and agree that IntelliGRC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

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4. Privacy.
For details of IntelliGRC’s Privacy Policy relating to the Service, please refer to the IntelliGRC Privacy Policy. Questions about IntelliGRC’s Privacy Policy, information practices or other aspects of privacy should be directed to the attention of Privacy Officer, IntelliGRC, 12015 Lee Jackson Hwy Suite 600, Fairfax VA 22033 or [email protected].

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5. Your Responsibilities.
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5.1 Your Registration Obligations.
You agree to provide, promptly update, and maintain true, accurate, current, and complete information about yourself in the required fields as prompted by the Service’s registration form(s) (such information being the “Registration Data”). If you provide any information that is untrue, inaccurate, not current, or incomplete, or IntelliGRC has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current or incomplete, IntelliGRC may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

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5.2 User Agreement
You agree to comply with IntelliGRC’s then-current End User License Agreement, Subscription Agreement and Terms of Service as posted and updated from time to time. By submitting any “Content” to IntelliGRC, you warrant that: (i) you are the owner of such Content or have all the rights necessary to submit such Content to IntelliGRC, and (ii) the use of such Content will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party. “Content” is defined as all information or data, any messages or files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through the service, including any trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, metatags, domain names, software and text or other communications or other information, data, text (including but not limited to names of files, databases, directories and groups/workgroups of the same), software, music, sound, photographs, graphics and video transmitted, entered, or stored by you or any of your users using the Service.

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5.3 Restrictions.
You agree not to copy, sell, rent or sublicense (including offering the Service to third parties on an application service provider or time-sharing basis), lease, loan, redistribute, or create a derivative work of any portion of the Service (except solely to the extent necessary for you to create and permit your users to use your Applications as permitted under these Terms of Service). Such restrictions do not apply to the Content and Applications you place on the Service.

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For the avoidance of doubt, the right to use the Service (a) may be exercised by your agents, representatives, contractors and/or customers that are not competitors of IntelliGRC; provided, that (i) you require such third parties to execute a written agreement with you that is at least as protective of the Service as this Agreement and which does not grant any greater rights than those granted to you herein and includes all restrictions set forth herein and (ii) you shall be responsible for any breach of this Terms of Service by any such third party. You agree not to access the Service by any means other than through the interface that is provided by IntelliGRC for use in accessing the Service.

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You will not, and will not allow third parties, to directly or indirectly access the Service in a manner intended to avoid incurring licensing fees or other charges including providing access to the Service through a separate system, portal or other interface unless specified in an Order Form.

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5.4 Users and Usage
For clarity, this “Users and Usage” section applies to both Registered Entities and to Service Providers.

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Your right to access and use the Service is limited solely to use by the registered users for which you have purchased a subscription and paid the applicable subscription fees. You may register additional users at any time by adding additional users through your tenant management or admin application page. The subscription term for any additional tenants added will run concurrently with the then current tenant subscription terms. You are responsible for payment of all subscription fees for additional tenants created during the subscription term, whether or not such tenant is active.

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Concurrent usage via a shared user identity is prohibited. You may only grant access to the Service to those users who have been assigned unique access credentials. A single username or password may not be used by more than one (1) user. Sharing of access credentials by more than one (1) user is prohibited. Only the identified individual associated with unique access credentials can access the Service using such access credentials.

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You may not use the Service, or provide it to others, with the effect (whether intentional or unintentional), of avoiding or reducing fees that would otherwise be incurred by one or more Registered Users or Customer Organizations. For example, if a Registered Entity claims to be an Service Provider (while not meeting the definition of an Service Provider in these Terms of Service) in order to reduce fees owed by other Registered Entities to whom it provides accounts, IntelliGRC may at our sole discretion terminate accounts and/or tenants pursuant to the “Term and Termination” section of these Terms of Service and prohibit such accounts and their related parties from using the Service in the future.

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5.5. Beta Products & Features
From time to time, and at our sole discretion, we may make available to you new or experimental features or services which are not generally available to other Customers (“Beta Products”).

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Beta Products may contain errors and defects and are made available so that you can evaluate and test new features or services, and provide Feedback to us regarding the benefits, stability, and performance of the Beta Products.

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Beta Products may be available for a limited amount of time, and we may revoke access to Beta Products at any time, at our sole discretion.

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You are advised to maintain backups of any data and systems used with the Beta Products and are cautioned that Beta Products may not meet our standards for performance, security, and stability. As such, and in addition to any other disclaimers and limitations in the “Disclaimer of Warranties; Indemnity; LIMITATION OF LIABILITY” section of this Agreement, any use of Beta Products is at your sole and complete risk.

6. Proprietary Rights.
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6.1 Content and Applications Submitted to the Service.
You acknowledge and agree that IntelliGRC does not pre-screen Content, but that IntelliGRC and its designees, contractors or subsidiaries (i) shall have the right (but not the obligation) in their sole discretion to refuse or to remove any Content or Applications that are available via the Service, and (ii) are not responsible for such Content. Without limiting the foregoing, and without notice to you, IntelliGRC and its designees shall have the right to remove any Content and Applications that violate the Terms of Service, is otherwise deemed objectionable by IntelliGRC in its sole discretion, or to which an allegation of infringement of intellectual property rights has been made, in accordance with the procedure set forth in the Digital Millennium Copyright Act (“DMCA”). You agree that you shall evaluate, and bear all risks associated with the use of any Content or Applications including any reliance on the accuracy, completeness, or usefulness of such Content or Applications.

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6.2 Use of Aggregate Data.
You acknowledge that IntelliGRC will collect and use certain aggregate usage telemetry data as part of providing, analyzing or improving the Service, or any other IntelliGRC product or service, from time to time, and for purposes of statistical analysis and marketing metrics. IntelliGRC will not access or retrieve customer inputted data without customer’s explicit authorization in writing or via a support ticket.

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6.3 IntelliGRC Proprietary Rights.
You acknowledge and agree that the Service and its related services and website contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and you agree not to disclose such information to any third party without IntelliGRC’s prior permission. You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Service, website or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

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Except for the rights and licenses expressly granted herein, all rights in and to all the foregoing are reserved by IntelliGRC and its suppliers. Nothing in this Terms of Service will be deemed to grant to you any right to receive a copy of software underlying the Service, or any other IntelliGRC technology, in either object or source code form unless explicitly authorized in associated customer agreements.

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Further, you acknowledge and agree that IntelliGRC owns all right, title and interest in and to the Aggregate Information it develops and may use Aggregate Information to provide and improve IntelliGRC’s products and services and for sales, marketing and other business purposes. For purposes of the foregoing, “Aggregate Information” means and includes any information, data and/or metadata derived from your use of the Service that is not specific to a person or company, does not include personally identifiable information, and cannot be used, alone or in conjunction with other information, to identify any specific person.

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In the event you provide IntelliGRC any ideas, thoughts, criticisms, suggestions, enhancement requests, techniques, know-how, comments, feedback or other input related to the Service, including Beta Products (collectively “Feedback”), including in response to any product plans or roadmaps shared with you, unless otherwise agreed in writing prior to such disclosure, you hereby grant to IntelliGRC a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, license, offer for sale, make, have made and otherwise utilize the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Feedback with no obligation to license or to make available the Improvement to you or any other person or entity.

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Your Proprietary Rights.

You grant IntelliGRC the right to use Content and Applications inputted by you into the Service only to the extent that IntelliGRC needs to use such Content and Applications to provide the Service to you and your third-party end users and for customer support. IntelliGRC does not obtain any right, title or interest in your Content or Applications, except as specifically granted herein to provide the Service to you and your users.

7. Confidentiality.
Each party who accesses and uses the IntelliGRC Service (together the “parties”) shall keep in confidence all of the information maintained by the Service or the Exchange, as well as any trade secrets, know-how, software, product and technology-related information; customer lists, financial information, sales, marketing and business plans, personal identifiable information such as the names of a party’s customers, source code, product roadmap and cost and pricing data, whether or not so marked or identified as confidential or proprietary (“Confidential”).

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All rights, title, and interest in and to the Confidential Information shall remain vested in the party disclosing the Confidential Information (“Disclosing Party”). No rights are granted to the party receiving the Confidential Information (“Receiving Party”) by license or otherwise, express or implied, to any trademark, trade secret, copyright, invention, discovery, or to any patent covering the invention or discovery, or any other intellectual property right, nor is the Receiving Party granted any rights in or to the Disclosing Party’s Confidential information, except the limited right to review the Confidential Information solely in performance under these Terms of Service. All rights relating to the Confidential Information that are not expressly granted to the Receiving Party are reserved and retained by the Disclosing Party. ALL CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS, AND ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT, ARE DISCLAIMED.

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The parties shall (a) take reasonable care to prevent unauthorized disclosure or use of the Confidential Information, but in any case not less than the care it takes to protect its own Confidential Information; prevent any unauthorized access, reproduction, disclosure, or use of any of the Confidential Information; (b) use Confidential Information solely in performance under these Terms of Service; (c) restrict access to Confidential Information to its officers, directors, agents, contractors, employees, or representatives who have a need to know such information and who are prohibited from disclosing the information by a contractual, legal or fiduciary obligation no less restrictive than these provisions, including employees of any legal entity the Receiving Party controls, or is controlled by, or under common control, directly or indirectly, by ownership of fifty percent (50%) or more of the voting shares; (d) not remove any copyright or trademark notice, or indication of confidentiality on Confidential Information; and (e) immediately notify in writing the Disclosing Party in the event of unauthorized use or disclosure of Confidential Information. Subsections (a) through (e) above impose no obligation upon Receiving Party to the extent Receiving Party can demonstrate and document that the Confidential Information was rightfully: (i) known by Receiving Party, without restriction, prior to its receipt from Disclosing Party; (ii) obtained from a third party that had no obligation of confidentiality; (iii) in the public domain through no improper conduct by Receiving Party; or (iv) independently developed by or for Receiving Party without access to the Confidential Information.

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The Receiving Party is only permitted to disclose Confidential Information if required by court order, law, or regulation, provided however, that Receiving Party shall: (a) give Disclosing Party written notice promptly upon receipt of such a disclosure requirement before any disclosure is made, if legally permitted, and cooperate should Disclosing Party object to such disclosure; and (b) disclose only the Confidential Information that is required by that law or regulation. The parties shall return (or delete in case of electronic copies of such information) any and all Confidential Information, and all copies thereof, upon the other party’s request provided that (i) as to your active Service data and the Content contained therein, you may delete data per standard Service procedures, or only upon e-mail or other written instruction by your account administrator; and (ii) as to backed-up Service data and the Content contained therein, such Service data and/or Content will be automatically deleted over time pursuant to IntelliGRC’s standard back-up procedures for the Service. The parties shall immediately give notice to the other party of any unauthorized use or disclosure of the other party’s Confidential Information.

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The rights and obligations under this Section 7 shall survive expiration, rescission, or termination of these Terms of Service. Notwithstanding anything to the contrary herein, the Receiving Party’s obligations to protect Confidential Information received shall continue for five (5) years from the date of disclosure by Disclosing Party.

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Nothing in these Terms of Service shall prohibit or restrict either party’s right to possess, develop, use, or market products or services, alone or with others, similar to or competitive with those disclosed in the Confidential Information, in compliance with these Terms of Service.

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The parties agree that unauthorized use of Confidential Information or other breach of these Terms of Service may cause irreparable harm for which remedies at law would be inadequate, and that a party is entitled to seek equitable relief, in addition to remedies at law.

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IntelliGRC may disclose or report Confidential Information in limited circumstances where it believes in good faith that disclosure is required under the law. For example, IntelliGRC may be required to disclose Confidential Information to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request.

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Do NOT use the Service to collect and store Personally Identifiable Information (PII), Privacy Information, Controlled Unclassified Information (CUI), US Federal Classified Information, Export Controlled Information, healthcare (PHI) or financial information. You shall be liable to IntelliGRC for any damages, fines, penalties and other liabilities IntelliGRC may incur as a result of your or your users’ breach of the foregoing.

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Do Not submit any information to IntelliGRC that is considered confidential, restricted, secret, or classified. Always ensure that all information is properly labelled, and transmitted securely. IntelliGRC will always be accessible only at https://IntelliGRC.com or https://IntelliGRC.app.

8. Audits.
IntelliGRC shall reasonably cooperate (at your cost) with you or with an applicable regulatory authority in connection with the examination, audit or other formal proceeding by such regulatory authority of your Content or other data in your IntelliGRC accounts.

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9. Third Party Access.
If you permit your affiliates, subsidiaries, employees, and/or any third party access and/or use the Service and/or your Content, you shall be solely responsible for (i) their acts and/or omissions in connection with their access and/or use of the Service and (ii) ensuring that their access and/or use of the Service is in compliance with these Terms of Service, and any and all applicable local laws, rules and regulations. You agree to fully indemnify IntelliGRC and its affiliates, subsidiaries, licensors, and online service providers (collectively, “Representatives”) for any liability, fines, penalties, costs, claims and/or damages incurred by IntelliGRC and/or the Representatives in connection with any claim related to the access and/or use of the Service and/or your Content by you, your affiliates, subsidiaries, employees or any third-party authorized by you. You agree to notify IntelliGRC immediately upon discovery of any unauthorized access or use of the Service, or any password or account, or any known or suspected breach of security in connection with the Service.

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10. Modifications to the Service or Agreements.
IntelliGRC reserves the right at any time and from time to time to modify the Service (or any part thereof) or any related service or offering with or without notice. For example, we may assign a specific URL for your use with IntelliGRC. You understand and agree that we have the right to modify or retire that URL at any time, with reasonable notice to you.

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Should IntelliGRC choose to permanently discontinue the Service, IntelliGRC (i) will send notification to your Account Administrator via e-mail at least sixty (60) days prior to such discontinuance and (ii) will post notification of this decision on the Service web site at least thirty (30) days prior to such discontinuance. In such instance, you will be responsible for retrieving your data from the Service during the sixty (60)-day period referenced in (i).

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IntelliGRC may establish or revise from time to time general practices and limits concerning your use of the Service consistent with its general practices and limits for its other customers that have purchased the same plan or package, including without limitation: (i) establishing the maximum amount of storage space that you are allotted within the Service at any given time; and (ii) limiting the amount of bandwidth you may use within the Service in a given period of time.

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IntelliGRC may limit without notice the volume of email forwarding or file downloading from your database within the Service in response to unreasonable activity (such as spamming or hosting a publicly accessible exchange of large data files) as determined in IntelliGRC’s sole reasonable discretion. IntelliGRC reserves the right to change these general practices and limits at its sole discretion and will make best commercially reasonable efforts to provide you with as much notice of such changes as possible, except in the event of an emergency or a material performance, availability, stability, or legal issue affecting the Service.

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You agree that IntelliGRC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, the Exchange, any resulting loss, or destruction of any Content that you place on the Service, or removal of an Application from the Exchange.

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IntelliGRC may specify from time to time the version(s) of related products required to use the Service (e.g., supported browser versions). IntelliGRC may periodically modify these Terms of Service, the Supplemental Terms, any Additional Terms, or any other agreement incorporated herein by reference. In the event IntelliGRC modifies any terms, IntelliGRC may post it to the Service web site and may, promptly thereafter, notify your Account Administrator via e-mail that such posting has been made.

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Your continued use of the Service, or your submission of your Application to IntelliGRC for distribution via the Exchange, or your download or access to Applications from the Exchange after such modification shall constitute your acceptance of the Terms of Service, any Additional Terms, and/or the Supplemental Terms with the new modifications, as applicable. If you do not agree to any of such changes, you may terminate the Terms of Service, the Additional Terms, and/or the Supplemental Terms, as applicable and immediately cease all access and use of the Service, Application(s) and/or submission of new Applications to IntelliGRC. In addition, IntelliGRC may at any time introduce separate Terms of Service for users in certain jurisdictions and require users in these jurisdictions to agree to the separate Terms of Service. In all cases, you and all users agree that termination of the Terms of Service, the Supplemental Terms, any Additional Terms, and any separate Terms of Service, and cessation of all access and use of the Service and Applications provided via the Exchange would be the exclusive remedy if you and such users do not wish to comply with the Terms of Service, the Supplemental Terms or other agreements incorporated therein by reference.

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11. Term and Termination.
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11.1 Term.
These Terms of Service shall be effective upon registration and thereafter shall continue on either (i) if you are a monthly subscriber, a month-to-month basis until either you or IntelliGRC provide notice of termination to the other at least thirty days prior to your desired final billing date or (ii) if you are an annual or multi-year subscriber, an annual basis until either you or IntelliGRC provide notice of termination to the other at least thirty days prior to the end of your then-current subscription period. Your plan and service entitlements may not be downgraded during the term of your subscription.

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11.2 Termination by IntelliGRC.
You acknowledge and agree that IntelliGRC, in its sole discretion, may suspend or terminate your account and/or deny you access to, use of, or submission of Content for, all or part of the Service, without prior notice and for any reason, including if you engage in any conduct that IntelliGRC believes: (a) violates the letter or spirit of any term or provision of the Terms of Service or the Supplemental Terms, (b) violates the rights of IntelliGRC or third parties, or (c) is otherwise inappropriate for continued access and use of the Service. You agree that, upon termination, IntelliGRC may delete all files and information related to your account and may bar your access to your account and the Service. At your written request within 5 business days of termination IntelliGRC will provide you with a copy of the most recent data from your Service account. Notwithstanding the foregoing, IntelliGRC will not provide you access to the most recent data from your Service account if IntelliGRC believes that such data violates the rights of IntelliGRC or third parties. Further, you agree that IntelliGRC shall not be liable to you or any third party for any termination of your access to the Service.

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Any termination does not absolve you from your continued adherence to the Confidentiality and Non-Disclosure clauses of this Agreement, for at least five (5) years.

12. Disclaimer of Warranties; Indemnity; LIMITATION OF LIABILITY.
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12.1 Disclaimer.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

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YOUR USE OF THE SERVICE, THE EXCHANGE, AND ANY APPLICATIONS INCLUDING SERVICES PROVIDED IN CONNECTION THEREWITH IS AT YOUR SOLE RISK. THE SERVICE, THE EXCHANGE, AND ANY APPLICATIONS, INCLUDING SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IntelliGRC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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IntelliGRC AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE OR ANY APPLICATIONS WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) THE SERVICE OR ANY APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR APPLICATIONS WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICE, APPLICATION, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE, APPLICATION, OR THE EXCHANGE WILL MEET YOUR EXPECTATIONS.

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IntelliGRC WILL USE COMMERCIALLY REASONABLE EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO DATA ENTERED INTO THE MARKET OR SERVICE. IntelliGRC AND ITS SUPPLIERS MAKE NO WARRANTY THAT SUCH EFFORTS WILL BE SECURE AGAINST ANY UNAUTHORIZED ACCESS OR OTHER SECURITY BREACHES.

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IntelliGRC AND ITS SUPPLIERS FURTHER MAKE NO WARRANTY IN CONNECTION WITH UPLOAD OR DOWNLOAD OF “SENSITIVIE DATA TYPES”, DEFINED AS DATA PERTAINING TO (a) THE MANUFACTURE, STORAGE, USE, TRANSPORT, OR DESTRUCTION OF NUCLEAR POWER; (b) ANY CONTROL OF SYSTEMS, PROGRAMS, FACILITIES, EQUIPMENT, OR SOFTWARE USED IN SUCH A MANNER AS TO RESULT IN LIFE OR DEATH; (c) THE DESIGN, MANUFACTURE, ACCESS OR USE OF ANY NAVIGATIONAL GUIDANCE SYSTEM; (d) THE DESIGN, MANUFACTURE, OR USE OF ANY MEDICAL SOFTWARE OR EQUIPMENT USED FOR LIFE SUPORT; (d) THE OPERATIONS OR ANY CRITICAL FACILITIES BELONGING TO YOU OR YOUR CUSTOMERS; OR (e) ANY MILITARY OR GOVERNMENTAL SECRET OR SENSITIVE INFORMATION.

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IntelliGRC AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE, THE SUPPLEMENTAL TERMS, ANY ADDITIONAL TERMS, THE SERVICE OR ANY APPLICATIONS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.

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IntelliGRC EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE OR APPLICATION WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE, OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS, INCLUDING BUT NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, THE DEPARTMENT OF DEFENSE’S CYBER MATURITY MODEL CERTIFICATION (CMMC), AND NIST PUBLICATION STANDARD, OR ANY OTHER FEDERAL, STATE, OR LOCAL LAW, STATUTES, REGULATIONS, OR ORDINANCES. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE, RELATED SERVICES, ANY APPLICATIONS OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.

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ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR THE EXCHANGE IS DOWNLOADED OR OBTAINED AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

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NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IntelliGRC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

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12.2 Representations and Warranties.
IntelliGRC represents, warrants, and covenants that the Service will include the functionality provided in the plan documentation. In the event of a breach of the foregoing warranty, your sole and exclusive remedy and IntelliGRC’s sole liability shall be to modify the Service so that it is conforming or if IntelliGRC is unable or unwilling to do so, IntelliGRC may terminate your user account and your subscription to the Service. Further, notwithstanding the foregoing, IntelliGRC shall have no liability for any nonconformity resulting from your or your users’ acts or omissions or from any Content or Applications.

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You represent and warrant the following: (i) your use of the Service and/or an Application and your submission of Content does not directly or indirectly infringe, violate or misappropriate the legal rights of a third party, including without limitation any violation of rights of privacy or publicity; (ii) your development, marketing or distribution of your Application and any Content included therein does not directly or indirectly infringe, violate or misappropriate the legal rights of a third party, including without limitation any violation of rights of privacy or publicity; (iii) all information provided by you in connection with your registration is complete, accurate and reliable, and (iv) you will comply with all applicable laws, rules and regulations in connection with your use of the Service, a third party Application or your Application, including without limitation laws, rules, regulations and guidelines with respect to data privacy and security.

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If you are a Service Provider, you additionally represent and warrant the following: (i) you possess and will continue to maintain all ownership or license rights necessary or appropriate for you to provide managed services to Registered Entities; (iii) you will maintain security protections that meet highest industry standards, such as which shall include but not be limited to including protections against malware, intrusion by unauthorized individuals, data exfiltration, and other risks; (iv) your provision of managed services to Registered Entities will not negatively impact the Service in any material way and will not cause IntelliGRC to incur any liability or be subject to intellectual property restrictions or other obligations arising from your acts or omissions.

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12.3 Indemnity.
IntelliGRC will defend and indemnify the Registered Entity or individual who has accepted the Terms of Service against any action brought against such Registered Entity or individual by a third party to the extent that it is based upon a claim that the Service, as provided by IntelliGRC to you under this Terms of Service and used within the scope of the Terms of Service, infringes any U.S. copyright, trademark or trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded by a U.S. court of law either by final judgment or settlement against such Registered Entity or individual. Notwithstanding the foregoing, IntelliGRC shall have no liability for any claims resulting from or arising out of the use of the Service in combination with any applications, hardware, software, or other materials not developed by IntelliGRC or use of the Service in breach of this Terms of Service or in violation of applicable laws, rules or regulations.

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The foregoing indemnification obligations are conditioned on the Registered Entity: (a) notifying IntelliGRC promptly in writing of such action, (b) reasonably cooperating and assisting in such defense, and (c) giving sole control of the defense and any related settlement negotiations to IntelliGRC. The foregoing indemnity provided in this Section (Section 12.3 (A)) is IntelliGRC’s sole liability to you and your exclusive remedy for claims of intellectual property infringement. IntelliGRC shall have no liability or obligations to any user under this provision.

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You agree to indemnify and hold harmless IntelliGRC, its subsidiaries, affiliates and service providers, and its and their directors, officers, agents and employees (“Indemnitees”), from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your Content or your Application; your use of the Service; your use of an Application or Content included therein; your reviews or feedbacks; your connection to the Service; your violation of the Terms of Service or the Supplemental Terms; or your violation of any proprietary or other rights of another. You further agree and acknowledge that the Indemnitees are not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to your use of the Service. You further agree to indemnify, defend and hold harmless the Indemnitees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Service, Content, an Application or the placement or transmission of any message, information, software or other materials through the Service by you or users of your account or related to any violation of any term of the Terms of Service or Supplemental Terms by you or users of your account.

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12.4 Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IntelliGRC AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INTELLIGRC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE, THE EXCHANGE OR AN APPLICATION; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE OR THE EXCHANGE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CONTENT,TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; (v) LOSS OR CORRUPTION OF DATA, CONTENT OR APPLICATIONS; OR (vi) ANY OTHER MATTER RELATING TO THE SERVICE, THE EXCHANGE, CONTENT OR AN APPLICATION.

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YOU ALSO AGREE THAT IntelliGRC WILL NOT BE LIABLE FOR ANY (i) INTERRUPTION OF BUSINESS, (ii) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU OR THIRD PARTY USERS ACCESS THROUGH THE SERVICE; (iii) DATA OR CONTENT NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (iv) UNAUTHORIZED ACCESS TO DATA OR CONTENT ENTERED IN, OR BREACH OF ANY SECURITY MECHANISMS UTILIZED IN, THE SERVICE OR IN ANY RESTRICTED FIELD THEREIN OR AN APPLICATION; (v) COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR (vi) EVENTS BEYOND INTELLIGRC’S REASONABLE CONTROL.

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IN NO EVENT SHALL INTELLIGRC’S MAXIMUM AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY YOU TO INTELLIGRC FOR THE SERVICE, TO A MAXIMUM AMOUNT EQUAL TO SERVICE CHARGES FOR SIX (6) MONTHS OF THE SERVICE.

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Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of these Terms of Service if such delay is caused by a labor dispute, strike, shortage of materials, fire, earthquake, flood, terrorism, failure of utility or telecommunications providers, denial of service attach, failure of suppliers, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

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Each party acknowledges that the fees set forth in this Terms of Service reflect the allocation of risk between the parties and that the other party would not enter into this Terms of Service without these limitations on its liability. Neither party shall be responsible or liable for any loss, damage or inconvenience suffered by the other or by any third person, to the extent that such loss, damage or inconvenience is caused by the failure of the other party to comply with its obligations under this Terms of Service.

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Exclusions and Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE LIMITATIONS MAY NOT APPLY TO YOU.

13. General Information.
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13.1 Notices.
Notices to you may be made via either e-mail, regular mail, overnight courier or facsimile at your contact addresses of record for the Service. These Terms of Service are intended for the sole and exclusive benefit of the Registered Entity and IntelliGRC and is not intended to benefit any third party. Only the Registered Entity and IntelliGRC may enforce the Terms of Service.

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13.2 Notice of Changes.
The Service may also provide notices of changes to the Terms of Service or other matters by displaying notices or links to notices to you generally on the Service. If you provide notice to IntelliGRC, such notice shall be sent to: IntelliGRC, 12015 Lee Jackson Hwy Suite 600, Fairfax VA 22033.

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13.3 Entire Agreement; Additional Services Subject to Additional Terms.
The Terms of Service (and the agreements and policies linked to them) constitute the entire agreement between you and IntelliGRC and governs your use of the Service, superseding any prior agreements, understandings, negotiations, and discussions, whether oral or written, between you and IntelliGRC (including, but not limited to, any prior versions of the Terms of Service) with respect to the subject matter herein. Notwithstanding the content of any purchase order, sales order, sale confirmation, or any other document relating to the subject matter herein, the Terms of Service shall take precedence over any such document, and any conflicting, inconsistent, or additional terms contained therein shall be null and void. You also may be subject to additional terms and conditions that may apply when you use affiliate or other IntelliGRC services, third-party content, or third-party software.

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13.4 Governing Law and Venue.
Except as otherwise provided herein, the Terms of Service shall be governed by the laws of the Commonwealth of Virginia, USA without regard to its conflict of law provisions. Except as otherwise provided in the Terms of Service, you and IntelliGRC agree to submit to the personal and exclusive jurisdiction of the courts located within the Commonwealth of Virginia, USA. The Terms of Service, the Supplemental Terms, the IntelliGRC Privacy Policy, and the User Agreement are in English, which shall be the controlling language of the agreement with you with respect to the Service, and you agree that you fully understand the terms of the same. In addition, all inquiries, support related or otherwise, regarding the Service should be submitted to IntelliGRC in English, and IntelliGRC will respond to such enquiries in English only. The Parties expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods does and the Uniform Computer Information Transactions Act. The parties irrevocably waive any right to a trial by jury.

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13.5 Time Limit On Claims.
You agree that any claim or cause of action arising out of or related to use of the Service, or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

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13.6. No Waiver; Severability; Headings.
The Terms of Service do not limit any rights that IntelliGRC may have under trade secret, copyright, patent, trademark, or other laws. The failure of IntelliGRC to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.

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13.7 Assignment.
You may not assign your account or your rights under these Terms of Service to a third party without IntelliGRC’s prior written consent. These Terms of Service will be binding upon the parties and their respective successors and permitted assigns.

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13.8 Federal Limitations on Use.
With respect to any acquisition or use of the Service by or for any unit or agency of the United States Government (the “Government”), the Service shall be classified as “commercial computer software” as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the “FAR”) and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the “DFARS”). The Service was developed entirely at private expense, and no part of the Service was first produced in the performance of a government contract. If the Service is supplied for use by the DoD, the Service is delivered subject to the terms of this Terms of Service and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252-227-7013 (c)(l)(ii)(OCT 1988), as applicable. If the Service is supplied for use by a Federal agency other than the DoD, the Service is restricted computer software delivered subject to the terms of this Terms of Service and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable. The contractor/manufacturer is Tiber Creek Consulting Inc., Attn: IntelliGRC, 12015 Lee Jackson Hwy Suite 600, Fairfax VA 22033.

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13.9. Export Restrictions.
You acknowledge that the Service and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations and will not export or re-export any part of the Service, in violation of these laws and regulations, directly or indirectly.

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13.10 Survival.
All representations, warranties, Sections 4, 6, 8, 9, and 13 in the Terms of Service shall survive the termination of your account or access to the Service.

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13.11 Compliance With Laws.
IntelliGRC does not represent that information on the website for the Service is appropriate or available for use in all countries. IntelliGRC prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your own initiative, and you are responsible for compliance with all applicable laws.

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13.12 Language.
Any translation of these Terms of Service is made to meet local requirements and in the event of a dispute between the English and any non-English version, the English version of these Terms of Service shall govern. The parties hereby confirm that they agree that these Terms of Service and all related documents be drafted in English.

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13.13 Publicity.
You agree that IntelliGRC may issue a press release regarding your use of the Service and that IntelliGRC may publicly refer to you as a customer of IntelliGRC, including on IntelliGRC’s website and in sales presentations, and may use your name and logo for such purposes. You may request that IntelliGRC cease use of your name and logo or otherwise opt out of the foregoing by notifying IntelliGRC via email to [email protected] and including “Opt Out” in the subject line of your email. IntelliGRC will request permission in writing before issuing any press.

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API Terms.
These terms and conditions (the “API Terms”) describe and govern the rights and obligations of IntelliGRC (“we”, “us” or “our”) and the company or legal entity represented by you (“you” or “your”) regarding your sharing of data with us and the associated application programming interface (“API”) between IntelliGRC and you (together “the parties”). These API Terms are in place to enable our partners and clients to integrate their data and information with the IntelliGRC platform through each party’s API and to allow IntelliGRC customers to utilize IntelliGRC’s API for data integration into other systems and platforms used by the client.

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Agreement to the API Terms:
Any party or entity who gives IntelliGRC access to its data through its API is deemed to agree to be bound by these API Terms, unless otherwise agreed in writing by IntelliGRC. An authorized representative may also accept to be bound by these API Terms on your behalf. If an individual is confirming acceptance of these API Terms as an authorized representative of a company or legal entity they represent, that authorized representative represents and warrants to us they have been duly authorized to accept these API Terms on behalf of that company or legal entity.

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Please read these terms carefully, as they constitute a binding legal agreement between IntelliGRC and you. In addition to these terms, your sharing of data with us and the interface between the parties’ APIs is subject to our Privacy Policy, any separate written contracts which the parties agree to from time to time and IntelliGRC’s other policies and terms of use. If there is any inconsistency between these API Terms and any other contracts or policies which apply between the parties, then those other contracts or policies will take priority to the extent of the inconsistency.

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IntelliGRC may make changes to these API Terms from time to time. By continuing to share your data with us through the API, you will be deemed to have agreed to these API Terms as updated on this website, provided that we agree to give notice to you of any material change to the API Terms prior to any deemed acceptance.

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Capitalized words not otherwise defined in these API Terms are defined at the end of this document.

License and consent to publish Data:
By agreeing to these API Terms, you agree and consent to us publishing your pricing, product, location or other business data which you make available to us through your API from time to time (the “Data”) on our Website and the Platform.

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You grant to us a non-exclusive, royalty-free license to cache, display, store, access, use and publish the Data in accordance with these API Terms, for the purpose of making available the Data to our end users, integrating the Data with the Website, Platform and other IntelliGRC products and for any other purpose as agreed by you from time to time (the “Approved Purpose”).

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By granting us this license, you agree and consent to IntelliGRC accessing and collecting data from your online applications, websites and through your APIs (including accessing, collecting or ‘scraping’ Data by automated means).

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You agree and acknowledge we will display the Data on our Website and on the Platform entirely at our own discretion. We can remove all or part of the Data from our Website and Platform at any time and for any reason, without providing notice, or incurring any liability, to you.

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Prohibited Uses.
You/Client will not:
Use IntelliGRC Content for any purpose except to the extent necessary for (1) the purpose of processing and supporting a specific action(s) for the applicable IntelliGRC user or (2) the purpose of providing services to IntelliGRC users.

Use IntelliGRC Content for any research or publication purpose without prior written consent and a license from IntelliGRC to research or publish, as applicable.
Use IntelliGRC Content for any other purpose (e.g., for Developer’s own benefit or for the benefit of any other entity or person).
Use IntelliGRC Content for user profiling purposes or for advertising or marketing purposes.
Sell, lease, sublicense, or otherwise transfer, directly or indirectly, IntelliGRC Content or user information to any third party.
Augment, commingle, or supplement IntelliGRC Content with personally identifiable or confidential information (including any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device) from any third-party source.
Use the user identification or authentication codes connected to any IntelliGRC user to disclose information related to that user to any third party.
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Your obligations.
In connecting your API to IntelliGRC’s systems and agreeing to share Data with IntelliGRC in accordance with these API Terms, you agree to:

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(a) comply with any applicable published policy of IntelliGRC and any other reasonable technical specifications or requirements of IntelliGRC;

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(b) ensure that the Data is not offensive, profane, obscene, libelous, misleading or deceptive in any way; ensure that no aspect of the Data is in any way designed to or utilized for the purpose of spamming end users;

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(c) and ensure the Data, and the use and publication of the Data by IntelliGRC pursuant to these API Terms, does not violate any applicable law (including privacy laws) or third-party rights.

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You must provide us with access to Data and to your API in a safe, lawful and secure manner, and you must maintain your systems and applications in order to allow us to receive the Data through your API in a continuous and stable form.

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Our obligations.
We agree not to modify or alter any Data without your prior written consent, except for non-material or minor modifications to the display, arrangement or form of the Data to allow it to be presented on our Website and Platform. We will publish and display Data, and otherwise store and deal with the Data, in compliance with all applicable laws.

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We agree not to sublicense the Data or otherwise use the Data in a manner inconsistent with the Approved Purpose.

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We will use reasonable endeavors to ensure that the Licensed Data is not reverse engineered, reverse decompiled or disassembled by any third party or end user (except as permitted by law), including by implementing reasonable security measures and rate limiting on the Platform.

Systems and API security.
The security and protection of our Platform and Website is of utmost importance to us. You must maintain the security of your API, systems and applications at all times so that they do not violate IntelliGRC’s security policies and otherwise function in a manner that will not detrimentally impact or affect the functioning of our API, systems or applications.

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You agree to comply with any reasonable request from us in regard to the operation of your API, applications or systems, as notified to you from time to time.

Using the IntelliGRC API. As part of the API Terms, IntelliGRC grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the IntelliGRC API solely to do the following and subject to the restrictions set forth in the API Terms:
Enable your Application to interact with IntelliGRC’s databases and tools to retrieve information necessary to facilitate your own or Your Users’ use of the Site and Site Services through your Application;
Make limited temporary copies of IntelliGRC content only as necessary to perform activity permitted under the API Terms. You must delete all temporary copies when they are no longer required for the purpose for which they were created; and
Display in your Application IntelliGRC Content consistent with this Agreement.
Access Credentials. IntelliGRC will provide you with Access Credentials that permit you to access the IntelliGRC API. The Access Credentials are the property of IntelliGRC and may be revoked if you share them with any third party (other than as allowed in the API Terms), if they are compromised, if you violate the API Terms or the IntelliGRC Terms of Service, or if IntelliGRC terminates the API Terms.
API Call Limitations. The number of API calls you will be permitted to make during any given time period may be limited. IntelliGRC will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application.
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Without limiting the above, in connecting to the other party’s API, systems or applications or sharing or receiving Data from the other party, each party must ensure that their respective API, applications and systems do not:

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(a) interfere with or disrupt the Platform, Website or the other party’s services, servers or networks; and

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(b) transmit any viruses, worms, defects, trojan horses or any other items or codes of a destructive nature to any end users.

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API functionality.
Each party agrees to use reasonable endeavors to maintain their systems and applications to support the interface and interoperability of their respective APIs and the sharing of the Data as contemplated by these API Terms.

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You acknowledge and agree that we may modify our API, or may transition to a new API at any time, but will use reasonable endeavors to maintain compatibility with any existing connection to your APIs, where reasonably practicable.

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Representations and warranties.
You represent and warrant to us that you have all necessary authority to enter into, perform and fulfil the obligations imposed on you under these API Terms.

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You represent and warrant to us that all Data shared with us pursuant to these API Terms will not, in any way:

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(a) breach any applicable laws, regulations, standards or codes;

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(b) breach or infringe the Intellectual Property Rights of any third party; or

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(c) be misleading or deceptive or likely to mislead or deceive.

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You represent and warrant that, to the extent the Data contains any Personal Information, it has been collected and processed, and it can be disclosed to us and used in accordance with these API Terms, without breaching any applicable privacy laws.

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Liability and indemnity.
To the extent permitted by law, IntelliGRC will not be liable to you for any damages of any kind (under the law of contract, tort, equity or otherwise) arising out of or in connection with these API Terms, that are indirect or consequential in nature, including any interruption to business, loss of revenue, loss of sale, loss of profits, loss of business or any other economic loss or any loss of goodwill.

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You acknowledge and agree that you remain responsible for the Data and, accordingly, you agree to indemnify IntelliGRC for any loss, damages or claims arising directly or indirectly from any breach of these API Terms by you, any negligent act or omission by you or your personnel, or from IntelliGRC’s use, access to or publication of the Data.

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In these API Terms, indemnities and exclusions of liability in favor of IntelliGRC are to be construed as indemnities and exclusions in favor of each of IntelliGRC’s related entities.

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Intellectual property and ownership of Licensed Data.
All Intellectual Property Rights subsisting in the Data are and remain your property and under your control. We do not acquire any right, title or interest in the Intellectual Property Rights subsisting in the Data, except as pursuant to the express license granted by you under these API Terms.

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You acknowledge and agree that all risk in the Data remains with you. Under no circumstance will we be in any way responsible for any liability arising in connection with the content of the Data.

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(a) The parties acknowledge and agree that: each party’s Intellectual Property Rights existing prior to entry into these API Terms remain the property of the party who owns it; and

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(b) any Intellectual Property Rights created by either party relating to these API Terms remain the property of the party who creates it.

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Term.
These API Terms take effect and commence on the earlier to occur of:

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(a) the authorized representative accepting them on your behalf; or

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(b) you providing us with access to the Data through your API.

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These API Terms continue to apply unless terminated in writing by the parties or otherwise in accordance with these API Terms.

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Termination.
You may terminate these API Terms at any time by giving us notice and ceasing to provide us with access to your API and Data.

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These API Terms will immediately terminate as between the parties, and IntelliGRC will be entitled to immediately terminate its integration with your API and cease its display and publication of the Data, if:

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(i) you breach these API Terms;

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(ii) you breach any of IntelliGRC’s other policies or terms of use; or

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(iii) if IntelliGRC determines that continuing with these API Terms with you impacts the secure and lawful operation of its Website or Platform in any way.

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If these API Terms are terminated as between the parties, the parties will have no further liability to each other, other than any rights which accrued prior to termination of the API Terms. Following termination, the parties agree to use reasonable endeavors to provide any reasonable assistance requested in order to discontinue the connection of their APIs and to cease display of the Data by IntelliGRC.

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On termination of these API Terms with you, we will use reasonable endeavors to delete or destroy any of your Data still held by us, except as required by law or for Data which is automatically stored by our bona-fide computer back-up systems, processes or software.

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Privacy.
If for any reason in the performance of these API Terms either party obtains any Personal Information, that party must comply with all applicable laws with respect to such Personal Information and not disclose any Personal Information to any third party without the prior written consent of the other party (except as permitted below) and protect all such Personal Information from any unauthorized disclosure.

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To the extent any Personal Information is contained in the Data, you consent to us using, collecting, disclosing and storing such Personal Information in accordance with these API Terms, our Privacy Policy and applicable privacy laws.

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General.
Any notice or communication given by one party to another in connection with these API Terms must be in writing. In addition to any other lawful method of service, notices may be sent by email by us to the email address of your authorized representative who accepted these terms.

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Except as expressly specified in these API Terms, these API Terms are the entire agreement and understanding between the parties on everything connected with its subject matter and supersedes any prior agreement or understanding on anything connected with that subject matter.

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An amendment or variation to these API Terms is not effective unless it is either (i) updated by IntelliGRC and notified to you in writing; or (ii) in writing and executed by IntelliGRC.

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If anything in these API Terms is unenforceable, illegal or void then it is severed, and the rest of these API Terms remain in force. If anything in these API Terms is unenforceable, illegal or void in one jurisdiction but not in another jurisdiction, it is severed only in respect of the operation of these API Terms in the jurisdiction where it is unenforceable, illegal or void.

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The law of the Common Wealth of Virginia, USA governs these API Terms.

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Neither party may assign these API Terms without the prior written consent of the other party.

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These API Terms are intended to operate for the benefit of IntelliGRC, its related entities, and their respective directors, officers, employees, agents and contractors.

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Definitions and interpretation.
In these API Terms: “Intellectual Property Rights” means all present and future industrial and intellectual property rights, including registered or unregistered trademarks, patents, copyright, rights in circuit layouts, trade secrets, confidential know-how and information and any application or right to apply for registration of any of those rights, including software, source and object codes, scripts, records, documents, specifications, plans, program listings, trade secrets, calculations or drawings; “Personal Information” means any information or an opinion, whether true or not, and whether recorded in a material form or not, about an identified individual, or an individual who is reasonably identifiable; “Platform” means IntelliGRC’s online platform for network and cloud connectivity services at www.intelligrc.app (including all subdomains, mobile sites, applications and APIs); “Privacy Policy” means IntelliGRC’s privacy policy, a copy of which is available at www.intelligrc.com/privacy, and as updated by IntelliGRC from time to time; and “Website” means the website at www.intelligrc.com, www.intelligrc.app and all of its associated subdomains, mobile sites and applications.

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In these API Terms, the following rules of interpretation apply unless the context requires otherwise:

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(a) headings are for convenience only and do not affect interpretation;

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(b) the singular includes the plural and conversely;

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(c) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;

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(d) a reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them;

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(e) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;

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(f) a reference to dollars and $ is a reference to US Dollars; and

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(g) the meaning of general words is not limited by specific examples introduced by “including”, “for example” or similar expressions.

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End User License Agreement

USING THIS SERVICE. BY CLICKING THE ACCEPTANCE BUTTON, OR BYUSING OR THE SERVICE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING APARTY TO THIS AGREEMENT.

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IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON THAT INDICATES YOU DO NOT ACCEPT THE TERMS, AND DO NOT USE THESERVICE.

This Agreement sets forth the terms and conditions of your use of the accompanying IntelliGRC Software as a Service monitoring platform and its related software components (the “Service”). For the purposes of this Agreement, “you” means you, the end user, and “IntelliGRC” means Tiber Creek Consulting, Inc., d/b/a IntelliGRC and its subsidiaries and affiliates.

1. License Grant.
IntelliGRC hereby grants to you a non-exclusive, non-assignable, non-transferable, limited license to use the Service and related documentation (the “Documentation”) according to the provisions contained herein. You are authorized to use the Service and Documentation only within the scope of the Terms of Service, and any related Order Form, between IntelliGRC and a Registered Entity (as those terms are defined in the Terms of Service), only on behalf of the applicable Registered Entity, and subject to the payment of the applicable fees by the Registered Entity.

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You are not permitted to lease, rent, distribute, sell, or sublicense the Service or any rights therein. You also may not install the Service on a network server, use the Service in a time-sharing arrangement, or in any other unauthorized manner. Further, no license is granted to you in any human readable code of Service components (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Service and Documentation. You agree that you have no right, power, or authority to make any modifications to or unauthorized copies of the Service.

2. No Assignment; No Transfer.
You agree not to transfer or assign the Service and/or this Agreement to another party without the prior written consent of IntelliGRC. If such consent is given and you transfer or assign the Service and/or this Agreement, then you must at the same time either transfer any copies of the Service and Documentation to the same party, or destroy or return to IntelliGRC any such materials not transferred. Except as set forth above, you may not transfer or assign the Service or rights under this Agreement.

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3. No Modification; No Reverse Engineering.
You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Service or assist someone in performing such prohibited acts.

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4. Law; Import/Export Restrictions.
You are responsible for compliance with all applicable laws, regulations, rules, and legal requirements. You agree not to import or export the software components of the Service or any Documentation (or any copies thereof), or any products utilizing the Service or any Documentation in violation of any applicable laws or regulations of the United States or the country to which you have imported or exported. You agree to indemnify IntelliGRC from liability if you violate any such laws or regulations.

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5. Title.
You agree that IntelliGRC owns and holds all right, title, and interest to the Service and any Documentation, and all subsequent copies thereof regardless of the form or media. Furthermore, all title, ownership rights, and intellectual property rights in the Service and any Documentation shall remain with IntelliGRC, including all corrections, enhancements, or other modifications made thereto. The Service and any Documentation are protected by copyright and other intellectual property laws and by international treaties. All rights not expressly granted to You under this Agreement are reserved by IntelliGRC.

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6. Term and Termination.
The term of this license between IntelliGRC and you is governed by the Terms of Service, and any related Order Form, between IntelliGRC and a Registered Entity (as those terms are defined in the Terms of Service).

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7. Governing Law.
This Agreement shall be governed by the laws of the Commonwealth of Virginia, USA without regard to its conflict of law provisions. You and IntelliGRC agree to submit to the personal and exclusive jurisdiction of the courts located within the Commonwealth of Virginia, USA. The prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees and costs incurred in litigating or otherwise settling or resolving such action. You expressly disclaim the applicability of, and waive any rights based upon, the Uniform Computer Information Transactions Act or the United Nations Convention on Contracts for the International Sale of Goods. YOU FURTHER AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT.

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8. No Warranties.
INTELLIGRC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO RESELLER, AGENT, OR EMPLOYEE OF INTELLIGRC IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF YOUR USE OR PERFORMANCE OF THE SERVICE REMAINS WITH YOU.

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9. Limitation of Remedies.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL INTELLIGRC OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL INTELLIGRC BE LIABLE FOR ANY DAMAGES EVEN IF INTELLIGRC SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM INTELLIGRC’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION.

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10. Indemnification.
You agree to defend, indemnify, and hold harmless IntelliGRC, its suppliers and its resellers from and against all liabilities, costs, damages, and expenses (including settlement costs and reasonable attorneys’ fees) arising from any claims from anybody that result from or relate to your use, reproduction, or distribution of the Service.

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11. Severability.
In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

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12. Entire Agreement.
You further agree that this Agreement is the complete and exclusive statement of the agreement between you and IntelliGRC, and supersedes all proposals or prior agreements, oral or written, and all other communications between you and IntelliGRC relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of IntelliGRC.

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13. Acknowledgment.
By downloading, installing, or using any part of this Service, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

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14. Force Majeure.
IntelliGRC shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including, but not limited to, labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, public health related orders or quarantines, casualty, government authority, strikes, or acts of God, in which event IntelliGRC shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.

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15. Third-Party Beneficiary.
The applicable Registered Entity under whose authority you are using the Service is hereby made an express third-party beneficiary of this Agreement.

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16. Waiver.
The failure or delay by IntelliGRC to require performance of any provision of this Agreement does not constitute a waiver. All waivers by IntelliGRC must be provided in writing and signed by IntelliGRC in each instance, and a waiver in one instance does not constitute a waiver in any subsequent instance.