Low-code Infiniti platform enables credit unions and regional banks to bring customer-facing digital transformation to life quickly and easily.
Download our eBook: 5 Ways Your Forms Are Killing Customer Engagement and Hurting Your Bottom Line.
Part four of our blog series is up now and discusses how to improve data collection and connections.
The path to successful customer engagement is a truly digital experience.
Call us on:
US: +1(888) 576 6428 (EXT 700)
Australia: +61 (02) 6280 6244
Asia: +65 9727 4531
As used in this Agreement, the following terms have the meanings set forth below:
Intelledox hereby grants Client a non-exclusive, non-transferable license to use the Licensed Products purchased through reseller during the License Term in accordance with this Agreement. The grant of rights hereunder to the Licensed Products is not a sale of the Licensed Products. Intelledox and its third party providers reserve all rights not expressly granted by this Agreement.
Support shall be provided by Intelledox.
Any modifications, alterations or changes to the Licensed Products, unless authorized by Intelledox, will terminate the warranties provided herein and Intelledox may, at its sole discretion, terminate Support for such Licensed Products.
Per the terms of Agreement between Client and Reseller.
Intelledox represents and warrants that it has the necessary authority to grant the licenses and perform all its obligations pursuant to this Agreement.
Intelledox represents and warrants that during the Warranty Period the Licensed Products shall perform all material functions set out in the applicable Documentation and shall otherwise operate in substantial accordance with such Documentation. If, during the Warranty Period the Licensed Products fail to comply with this warranty, Client must notify Intelledox in writing of any alleged defects with the Licensed Products. Intelledox will have thirty (30) days from receipt of such notice or an additional period of time as reasonably agreed to by the parties to correct such defects in accordance with the Software Support Policy. If Intelledox is unable to timely correct such defects, Client may elect to terminate the license to such Licensed Products. If Client terminates the license to such Licensed Products during the Warranty Period in accordance with this Section, Client will, as its exclusive remedy, receive a refund of all fees previously paid for such Licensed Products.
Intelledox represents, warrants and covenants that to the best of its knowledge after utilizing commercially available virus-checking software, the Licensed Products as delivered to Client will be free from computer software viruses, worms, trap doors, back doors or other functions (collectively, “Virus”) that detrimentally interferes with or otherwise adversely affects Client’s use of the Licensed Products. Upon detection of a Virus, Client will promptly notify Intelledox and Client will use its best commercial efforts to mitigate against any damages or effects caused by the Virus. Intelledox will use its best commercial efforts to promptly eliminate such virus. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LICENSED PRODUCTS MAY CONTAIN A DISABLING DEVICE TO PREVENT USE OF THE LICENSED PRODUCTS BEYOND THE TERM OF THE LICENSE OR IN BREACH OF A LICENSE RESTRICTION SET OUT IN A SCHEDULE.
INTELLEDOX DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL OPERATE ERROR-FREE OR THAT INTELLEDOX WILL CORRECT ALL PRODUCT ERRORS. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED “AS IS” AND INTELLEDOX AND ITS THIRD PARTY SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCTS AND SERVICES FURNISHED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. INTELLEDOX WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE UNAUTHORIZED USE OF THE LICENSED PRODUCTS OR ACTS OF ABUSE OR MISUSE BY CLIENT. IN ADDITION, INTELLEDOX WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE LICENSED PRODUCTS OR THE LOSS OR CORRUPTION OF CLIENT’S DATA OR FILES PROCESSED OR STORED BY THE LICENSED PRODUCTS.
Intelledox shall indemnify, defend and hold Client, its officers, directors and employees, harmless from all losses, damages, costs and expenses to the extent they arise out of any claim by a third party that the Licensed Products, when used in accordance with the Documentation and in compliance with the terms of this Agreement and the applicable Schedules, infringe or misappropriate any copyright, trade secret or United States trademark or United States patent. Intelledox will have control of the defense and will defend at its own expense, any claim or litigation to which this indemnity relates, including the right to settle any such claim. Client must notify Intelledox promptly of any such claim and provide reasonable cooperation to Intelledox, upon Intelledox’s request and at Intelledox r’s cost, to defend such claim. Client may elect to participate in the defense of any claim with counsel of its choosing at its own expense.
If the Licensed Products are subject to a claim of infringement or misappropriation, or if Intelledox reasonably believes that the Licensed Products may be subject to such a claim, Intelledox reserves the right to: (i) replace the Licensed Products with functionally equivalent software; (ii) modify such Licensed Products while retaining substantively equivalent functionality; (iii) procure at no cost to Client the right to continue to use such Licensed Products; or (iv) if the foregoing is not commercially reasonable, direct Client to terminate use of such Licensed Products. If Intelledox directs Client to terminate use of such Licensed Products (or a permanent injunction is issued against such use), Client will immediately terminate such use and Client’s remedies, in addition to the indemnification set out herein, will be limited to a pro rata refund of the license fees previously paid for such Licensed Products that are subject to the infringement or misappropriation claim based on a term of sixty (60) months following execution of this Agreement or the applicable Schedule.
Intelledox will have no obligation to indemnify Licensee under Section 6.1 if the infringement or misappropriation results from Client’s (i) modification of the Licensed Products; (ii) combination, operation or use of the Licensed Products with non-Intelledox software products if such claim of infringement or misappropriation would have been avoided had such combination, operation or use not occurred; (iii) use of the Licensed Products in breach of this Agreement or a Schedule; or (iv) use of other than the most current release of the Licensed Products if such claim of infringement or misappropriation could have been avoided by Licensee’s use of such current release of the Licensed Products, provided Intelledox delivered such superseding version to Client and notified Client of the need to use such version.
EXCEPT FOR INTELLEDOX’S LIABILITY ARISING UNDER SECTION 6 (INDEMNIFICATION), CLIENT’S LIABILITY UNDER SECTION 3 (SOFTWARE AND DOCUMENTATION) AND EITHER PARTY’S LIABILITY UNDER SECTION 8 (CONFIDENTIALITY), EACH PARTY’S TOTAL LIABILITY TO THE OTHER PARTY, IN TORT, CONTRACT OR OTHERWISE RELATING TO THIS AGREEMENT OR A SCHEDULE, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO INTELLEDOX DURING THE PRECEDING 12-MONTH PERIOD.
EXCEPT FOR LIABILITY ARISING UNDER SECTION 6 (INDEMNIFICATION) AND SECTION 8 (COFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA OR USE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
Confidential Information shall mean all confidential and proprietary information of either party, including its Affiliates (the “Disclosing Party”) that is disclosed to the other party or to which such party gains access in connection with this Agreement (the “Receiving Party”), including but not limited to: (i) customer and prospect lists, names or addresses, existing agreements with Disclosing Party and business partners; (ii) pricing proposals, financial and other business information, data processes and plans; (iii) research and development information, analytical methods and procedures, hardware design, technology (including the Licensed Products), financial information, personnel data; (iv) information concerning the customers and potential customers of either party; (v) business practices, know-how, marketing or business plans; (vi) this Agreement, Schedules, Documentation, Software Support Policy, and training materials; and (vii) any other information identified in writing as confidential or information that the receiving party knew or reasonably should have known was confidential.
The Receiving Party shall: (i) hold the Disclosing Party’s Confidential Information in strict confidence, and apply at least the standard of care used by the Receiving Party in protecting its own Confidential Information, but not less than a reasonable standard of care, and shall not disclose such Confidential Information to any third party, except as permitted under this Agreement; and (ii) not use any Confidential Information of the Disclosing Party except as reasonably required to exercise its rights or perform its obligations under this Agreement. Each party shall cause its employees, subcontractors, agents and, if permitted, Affiliates, who require access to such Confidential Information to abide by such obligations.
The foregoing obligations set out in Section 8.2 shall not apply to information that: (i) is already public or becomes available to the public through no breach of this Agreement; or (ii) was in the Receiving Party’s lawful possession before receipt from the Disclosing Party; or (iii) is lawfully received independently from a third party who is not bound by a confidentiality obligation; or, (iv) is independently developed by or on behalf of the Receiving Party without use of any Confidential information. If the Receiving Party is compelled to disclose the Confidential Information by a governmental agency or a court, the Receiving Party will give the Disclosing Party reasonable notice to enable such party to try to protect the confidentiality of the Confidential Information. Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information in its possession and certify its destruction in writing, provided, however, that the Receiving Party may retain one (1) copy of the returned or destroyed items for archival purposes in accordance with its records-retention policies and subject to this Section.
The Disclosing Party may be irreparably damaged if the obligations under this Section 8 are not enforced and such party may not have an adequate remedy in the event of a breach by Receiving Party of its obligations hereunder. The parties agree, therefore, that the Disclosing Party is entitled to seek, in addition to other available remedies, an injunction restraining any actual, threatened or further breaches of the Receiving Party’s obligations under this Section 8 or any other appropriate equitable order or decree.
Subject to Client’s consent, which will not be unreasonably withheld, delayed or denied, Intelledox may prepare a press release, case study or other material regarding Client’s use of the Licensed Products. Except as provided herein, neither party will use the name of the other party in publicity releases or similar activity without the consent of the other party, provided, however, Intelledox may include Client’s name in any client list.
This Agreement will commence as of the date set forth above and will continue in effect until terminated as set forth in this Agreement.
Sections 3 (Software and Documentation), 4 (Fees), 5 (Warranties), 6 (Indemnification), 7 (Limitation of Liability), 8 (Confidential Information) and other sections that by their nature are intended to survive, shall survive termination of this Agreement indefinitely or to the extent set out therein.
Client shall not transfer or assign any of its rights or obligations under this Agreement without the prior written consent of Intelledox, which consent will not be unreasonably withheld, delayed or denied. Any such transfer or assignment without Intelledox’s written consent will be void and of no force and effect.
Client shall ensure its personnel are trained in the operation of the Licensed Products and that the Licensed Products are used for its intended purpose and in accordance with the Documentation.
Client is responsible for the input and maintenance of Client data onto the hardware platform used with the Licensed Products and for maintaining effective back-up procedures such as may be necessary to replace any Client data in the event of loss or damage regardless of cause. Intelledox shall not be responsible or liable for any loss, cost, expense or damage suffered by Client arising from or in connection with Client’s input or maintenance of its data, or its failure to maintain effective back-up procedures in accordance with this Section 13.
Per details of Purchase Order between Client and Reseller
Intelledox may, at its option, offer to perform troubleshooting, error correction, diagnostic or other services relating to the matters described in this Schedule 2 at its then current professional services rates. Client shall reimburse Intelledox, at Intelledox’s then current professional services rates, for all time spent troubleshooting an error that Intelledox determines was caused by one of the conditions set forth in this Schedule 2, but was not identified as such until after Intelledox began troubleshooting the Error.
There are three ways to contact Support.
The preferred method of communication is email or the Intelledox Support Portal except that all Category A Errors must be reported to Intelledox by telephone. All communications with Intelledox customer support will be in English.
Support will be provided on a 24×7 support, excluding Federal holidays.
The following table provides estimated response and fix times, during business hours, for each category of incident.
Initial Response Time
online submission only
For Category A & B Defects, please follow the following procedure:
For Category C & D Defects, please follow the following procedure:
The Intelledox Support Portal can be accessed by Registered Users, who have a current Support Subscription in place and who are using the most current release of the Software. The Support Portal is available 24 hours/7 days a week for: logging incidents; downloading patches and fixes; accessing frequently asked questions and user manuals. Intelledox recommends that one or two users, who are working with the Software regularly and are central to key decisions about the software, be nominated as Registered Users. Please contact the Help desk on +1 888.576.6428 ext. 3 to set up your Registered Users.
Registered Users are given the authority to Log an incident at the Intelledox Support Portal via http://ixsupport.intelledox.com .
An ‘incident’ is a single issue or question. If you have more than one incident, please log each one individually. Once the incident is logged, a Service Consultant will assess it and respond accordingly.