Universal Terms Of Service

IntellEcommerce, Inc.
Universal Terms Of Service
5331 SW Macadam Ave Suite 258 . Portland OR, 97239
| (775) 285-5200


This Universal Terms of Service ("Agreement") is by and between IntellEcommerce, Inc. ("IE") an Nevada corporation, and you, your heirs, assigns, agents and contractors ("You") is made effective as of the date of execution. This Agreement sets forth the terms and conditions of Your use of IE products and service ("Services") and represents the entire Agreement between You and IE.  ANY new features or tools which are added to the current Services shall be also subject to this Agreement. By using IE Services, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies which IE may establish from time to time. Such Agreements are posted on IE Web site.  You are advised to check the most recent Terms of Service on our website from time to time for any updates or changes that may impact you.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with IE, whether or not the transactions were in Your behalf.


ACCOUNT TERMS

  1. You must be 18 years or older to use this Service.
  2. You must provide your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.
  3. You are responsible for keeping your password secure. IE cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password.
  4. You may not use the IE service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws) as well as the laws of Canada and the Province of Ontario.
  5. You are responsible for all activity and content (data, graphics, photos, links) that is uploaded under your IE account.
  6. You must not transmit any worms or viruses or any code of a destructive nature.
  7. A breach or violation of any of the Account Terms as determined in the sole discretion of IE will result in an immediate termination of your services.

SERVICES.  All IE Services, including IntellEcommerce™, and it’s related Services, unless otherwise specified, are provided as hosted on-demand service applications. With IntellEcommerce™, IE will provide You with the ability to create, manage and maintain an online storefront provided, however, that You abide by the terms and conditions set forth herein and in each of IE policies and procedures.

Storefront Content. You shall be solely responsible for providing, updating, uploading and maintaining Your storefront and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through Your storefront, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. Your web site content shall also include any registered domain names provided by You or registered on behalf of You in connection with the Services.

Intellectual Property. Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in IntellEcommerce™ and or Services, and all rights are reserved by IE or its licensor. You agree that all IE Services such as IntellEcommerce™ and related Services, the names and logos of IE and all related product and service names, design marks and slogans, software, and code, are the property of IE. IE cannot and will not transfer or FTP IntellEcommerce™ to another hosting provider. Furthermore, you are not authorized to use any of them in any advertising, publicity, or other commercial venture without the prior written consent of IE.
Your Web site Content is the text, images, and related customer and product information. Your Web site Content remain your property and if requested by You, IE can provide you a copy of your Content as an Excel or .CSV document while all images will be provided as a compressed document such as a .zip file.

If the content on your Web site was created by IE. for you as marketing services rendered, and you failed to compensate IE you agree that the content provided can be taken off of your site and that the content will remain IE sole ownership. IE will remain the sole copyright owner; and in this regard, you agree that IE will have full rights to refuse the content developed without exception.
You are responsible for ensuring that Your web site conforms to all local, state, federal, and international laws. Further, You are responsible for securing permission to use any copyrighted, trademarked or otherwise legally protected images, text, or other web site elements that are not provided by IE. You affirmatively acknowledge IE is relying on Your representation concerning Your proper use of all content on any web site You create or control.

Asset Domains. From time to time IE may offer its registered domains to you as a marketing resource. IE will be the sole owner of the domain. You may rent or lease these domains on a monthly basis. You agree to pay the agreed amount on a monthly or annual basis. If you fail to make the monthly payments for more than three (3) payments then you agree that you have forfeit your rights to use the domain indefinitely; and IE has the right to rent or lease the domain to another customer. You agree and understand that the new customer may be in a similar business as you. You agree to indemnify all IE customers completely from using the domains that you have forfeited. 

If you do not want to continue marketing by using a IE Asset Domain, then IE will remove its asset domain and replace your primary URL with your choice of your own domain as the primary domain. You will agree to provide at least 30 days for IE to make this modification. Using a IE domain does not mean in any way that IE is the owner of the site. It simply means that you’re using one of IE resources to help market your company. You will remain the sole owner of your online site. You will also maintain 100% liability for all businesses relating to your business without exception. You will need to provide IE in writing a request to stop your services. You will remain responsible for paying all outstanding balances. All remaining balances are due immediately upon cancellation of service. 

Availability of Services. Subject to the terms and conditions of this Agreement, IE shall attempt to provide IntellEcommerce™ Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. You agree that from time to time, the IntellEcommerce™ Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which IE may undertake from time to time; or (iii) causes beyond the control of IE or which are not reasonably foreseeable by IE, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You agree that IE has no control over the availability of IntellEcommerce™ Services on a continuous or uninterrupted basis.

Unlimited Product Catalog. In certain cases with Web sites with thousands of products, You agree that the performance of Your storefront may begin to slow at varying number of products depending on potential physical and practical constraints, including (but not limited to): system architecture, system capacity, system load, end-user internet connectivity and end-user computer configurations. You agree IE has no control over potential physical and practical constraints You may experience at an uncertain number of products in a category. In such cases IE may suggest to You or may provide alternate server solutions such as dedicated servers in order to further assist in providing service.

Custom Programming and Software Development. In certain cases IE will perform custom software development to accommodate You with specific IntellEcommerce software needs and or requirements. You agree that any and all such custom software development product(s) is and will be exclusively the propertly of IE in all it's forms such as, and including, but not limited to code, functionality, concept, and intellectual property. Furthermore, any and all expenses to you are limited to the agreed amount as invoiced to, approved by, payed byYou for the sole purposes to use as a part of IE software only and as long as you are an IE customer and have a valid active hosted account with IE.

THIRD PARTY TOOLS.  IE may provide you with access to third party tools over which IE has little or no control or input. You acknowledge and agree that IE provides access to such tools ‘as is’ without any warranties, representations or conditions of any kind and without any endorsement. IE shall have no liability whatsoever arising from or relating to your use of optional third party tools. Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve the terms on which tools are provided by the relevant third party provider(s).  IE strongly recommends that merchants seek specialist advice before using or relying on certain tools. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice when assessing the correct tax rates merchants should charge end users.

FEES & PRICING.  As consideration for the Services purchased by You and provided to You by IE, You agree to pay IE a monthly or annual fee depending on the service and or product provided. A valid credit card on file is necessary to keep your account active. Your billing date will be on the 15th of each month. Some products or services may have other billing cycles which will start on other calendar days. If You signed up for an annual payment plan, IE will automatically renew Your service when it comes up for renewal and will take payment from the Payment Method You have on file with IE, at IE's then current rates. Payments is to be made by You providing a valid credit card; and or an online check for charges by IE (collectively, the "Payment Method"). Your credit card on file is Your primary method of payment. Personal checks and money orders may only be used for payments of $1,000 or more, and issued in U.S. dollars for the full amount required at that time. All money orders will be delayed ten (10) days until the money is credited, which may delay Your usage of the product or service, and any money order that does not clear will result in a $35 processing fee. Personal checks under $1,000 are subject to the same processing fees as wire transfers. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay Your usage of the product or service, and any check that bounces will result in a $25 bounced check fee.

IE reserves the right to modify pricing for services rendered at any time by providing a e-mail.

Payment Plans.  From time to time IntellEcommerce, Inc will provide payment plans for services such as website design, marketing, or other related services. You agree to give IE permission to charge your payment method on file to satisfy any and all outstanding balances due in order to keep your account current and on-time. You also understand that if you do not respond to our attempts to contact you by phone, e-mail, and our support ticketing system, and therefore we cannot reach you to discuss your projects on hand (whether for marketing, website design, or any other project) you understand that your outstanding bills will be considered due after seven (7) consecutive days of your failure to respond to our attempts to communicate with you about your account, and or, thirty (30) days from the day of original invoice date for the service; therefore, IE will automatically charge the payment method on file for the full remaining outstanding balance due by you to keep your account current and on time. In this situation, if the project or service is still incomplete, and or IE has finished partial work that can be done up to the last point of contact, IE agrees to continue the project as agreed once you resume communication.

Late Payments.  Your payments for Services is considered late one (1) day after the invoiced due date if your card on file is declined or if your check or money order is not received. You agree that our billing systems will continually attempt to charge your payment method of file in order to satisfy the invoiced amount. As a courtesy your account is allowed a ten (10) day grace period after which a five (5) percent late fee, or a minimum of five (5) Dollars is applied to your invoice.

You agree that Services such as marketing and or managed support may be halted if payment has not been received for the billing period Services are to be rendered.

Furthermore your Late Payment status is subject to the Suspension and the Termination provisions as stated below on this Terms of Service.

SUSPENSIONS.   Your account may be Suspended if your account is more than 45 calendar days past due and or if your total amount past due exceeds three hundred (300) Dollars and is past due for more than twenty seven (27) days. When your account is suspended your Web site will be offline and therefore will not be accessible from the internet.

IE reserves the right, in its sole discretion and without notice, at any time and for any reason, to suspend Your access to or use of Services.

TERMINATION.  Your account will be Terminated after sixty (60) days of being past due calculated from the oldest outstanding invoice date. Once your account is Terminated ALL related website data including, pages, database, etc. will be automatically deleted and will be therefore unrecoverable. You agree that your account being either Suspended and or Terminated does not preclude your obligation to pay your due invoices.

Should You desire to terminate Your use of IE 's ServicesYou agree that You will be responsible for notifying IE. Notification of Your intent to terminate must be provided to IE no earlier than ten (10) days prior to Your billing date but no later than three (3) days prior to Your billing date. In the absence of notification from You, IE will automatically continue providing access to the Services indefinitely and will charge the Payment Method You have on file with IE, at IE's then current rates. It is Your responsibility to keep Your Payment Method information current, including the expiration date of any credit cards You have on file.  IE reserves the right at any time to time to modify or discontinue, the Service (or any part thereof) with a 30 day notice by e-mail.

With a written notice, both parties may terminate the Agreement and/or your participation in any Program (unless otherwise provided in the relevant Program Terms), without prejudice. Upon termination, suspension, or discontinuation of any Program or your participation therein, all outstanding payment obligations incurred under such Program will become immediately due and payable. This Agreement shall survive any termination of the Agreement.

PAYMENTS ARE NON-REFUNDABLE. If for any reason IE is unable to charge Your Payment Method with the full amount of the Service provided, or if IE is charged a penalty for any fee it previously charged to Your Payment Method, You agree that IE may pursue all available remedies in order to obtain payment. In the event that You exceed the scope of the Services as set forth in Your Agreement, You shall pay IE for such additional service not within the scope of Your Agreement as specified. IE reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your Account Management page.

YOUR OBLIGATIONS.  By using the IE, Services, You agree You are age 18 or over. IE, Services is available only to persons who can make legally binding contracts under applicable law. You agree You have provided accurate, current and complete information in the application process and that You will notify IE within five (5) business days when any of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by IE to determine the validity of information provided by You, will constitute a material breach of this Agreement. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if IE has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, IE has the absolute right, in its sole discretion, to terminate its Services and close Your account.

PRIVACY.  You agree to be bound by IE's Privacy Policy in its dealings with customers and others. Failure to comply with such Privacy Policy will be deemed a material breach of this Agreement. Product and Service Agreements. You agree to enter into any Third Party User Agreements necessary before You may use any of the Payment, Shipping, Tax Calculations or other options associated with the Services. You further agree to enter into any IE and affiliate User Agreements required for the customization and operation of Your IntellEcommerce™, and including, but not limited to, agreements for domain registration, hosting, and products. Such Agreements may be found on IE web site.

END CUSTOMER PAYMENT AND TAXES.  You understand You are responsible for collecting, and managing all end customer payments. Similarly, You are responsible for the payment of all applicable state, federal or international taxes on products You sell using the IntellEcommerce™ and related Services. It is Your responsibility to read and agree to all third party and end user license Agreements required for use of Your selected Payment Methods and Tax options. IE is not responsible for the accuracy of information obtained through the Payment Method and Tax options. You are responsible for any additional taxes and duties imposed on the transaction. You may be subject to foreign tax obligations by selling to buyers. You are solely responsible for complying with all domestic and foreign tax, shipping, and export laws with respect to the sale of Your items to purchasers internationally.

STORAGE AND SECURITY.  At all times, You shall bear full risk of loss and damage to Your web site and all of Your web site content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You agree You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the site or any of Your web site content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your web site content; (ii) in addition to IE daily and or weekly account backups, you agree to maintain independent archival and backup copies of Your web site content; (iii) ensure the security, confidentiality and integrity of all Your web site content transmitted through or stored on IE servers; and (iv) ensure the confidentiality of Your password. IE servers, hosting services, and or on-demand software application services such as IntellEcommerce™ are not an archive and IE shall have no liability to You or any other person for loss, damage or destruction of any of Your content. If Your password is lost, stolen or otherwise compromised, You shall promptly notify IE, whereupon IE shall suspend access to Your web site by use of such password and issue a replacement password to You or Your authorized representative. IE will not be liable for any loss You may incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by IE or another party due to someone else using Your account or password.

SERVER RESOURCES.  While using IE IntellEcommerce™ and or other hosted on-demand Services applications, You are responsible for ensuring that there is no excessive overloading on IE DNS or servers. You may not use IE servers and Your web site as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and IE reserves the right to remove sites that contain information about hacking or links to such information. Use of Your web site as an anonymous gateway is prohibited. IE prohibits the use of software or scripts run on its servers that is not authorized by IE. You agree IE reserves the right to remove Your web site temporarily or permanently from its hosting servers if IE is the recipient of activities that threaten the stability of its network.

SAMPLE TERMS AND CONDITIONS.  Sample Terms and Conditions are provided for reference purposes only. IE is not responsible for Your use of the sample terms and conditions -- You use them at Your own risk. The default terms and conditions provided through the IntellEcommerce™ Terms and Conditions page can be used with the following disclaimer: The descriptions and suggestions are not legal, tax or financial advice. IE does not guarantee to the legality of any phrasing or provisions offered or derived from these descriptions and suggestions. You should consult with an attorney to ensure Your terms and conditions are sufficient to meet Your needs, appropriate for Your jurisdiction and are legally binding on Your customers.

IE RIGHTS.  IE reserves the right to modify or terminate the Service for any reason, without notice at any time and for reasons including but not limited to:
Unsolicited, commercial e-mailing (i.e., spam, sending email to subscribers who have not "opted-in"); illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; non-payment of Service fees; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that IE determines to be harmful to its other customers, operations, or reputation; if Your use of the Services results in, or is the subject of, legal action or threatened legal action, against IE or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.  Furthermore any Verbal or written abuse of any kind (including threats of abuse or retribution) of any IE customer, IE employee, member, or officer will result in immediate account termination.

IE may terminate Your Service if You have not accessed or logged into it for ninety (90) and are (90) days delinquent. If IE terminates Your Service, it may, at its own option, remove and destroy data and files stored by You on its servers. IE has no obligation to monitor Your Service, but reserves the right in its sole discretion to do so.
IE reserves the right to modify or terminate the Service for any reason, without notice at any time AND IE reserves the right to refuse service to anyone for any reason at any time.

TERM.  The term of this Agreement shall commence on the date You purchase the Services, and will continue in full force and effect as long as IE is providing the Services to You.

MODIFICATIONS.  Any and ALL modifications to this AGREEMENT is posted to the site, and upon e-mail notification all modifications will be binding within 1 business day.  Prices for using IE are subject to change upon 14 day notice from IE. Such notice may be provided at any time by posting the changes to the IE Site (IE.com) or the administration menu of your IE store via an announcement, or via e-mail.  IE shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

INDEMNIFICATION.    You agree to protect, defend, indemnify and hold harmless IE and its officers, directors, employees, and agents, from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorney’ fees) imposed upon or incurred by IE directly or indirectly arising from (i) your use of and access to all IE services (ii) your violation of any provision of this Agreement or the corporate policies which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of IntellEcommerce™ and or IE services.

LIMITATION OF LIABILITY.   
IN NO EVENT SHALL IE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR exemplary damages whatsoever, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service  AND OR INCLUDING ANY THAT MAY RESULT FROM (I) THE LACK OF ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE LACK OF ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT IE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that any cause of action arising out of or related to IntellEcommerce™ or related Services by IE must be commenced within one (1) year after the cause of action occurs, otherwise such cause of action shall be permanently barred.

IN ADDITION, You SPECIFICALLY ACKNOWLEDGE AND agree that in no event shall IE’s total aggregate liability exceed $500.

THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.    YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF IntellEcommerce™ AND IE SERVICES SHALL BE AT YOUR OWN RISK AND THAT THEY ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”.  IE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY IE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES) WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO IE OR IT’S PRODUCTS AND OR SERVICES. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement or your use of IntellEcommerce™, and IE products, and or the Services.


NOTICES.    IE may give general notices to you by posting on any IE Web site, or by electronic mail to the e-mail address provided by you to IE. It is your responsibility to ensure that your e-mail address and any other contact information you provide to IE is updated, current and correct. All notices to IE shall be sent via recognized overnight courier or certified mail, return receipt requested, to: IE , 5331 SW Macadam Ave. Suite 258, Portland, Oregon 97239.

CHOICE OF LAW.    Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the State of Nevada, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Nevada, or another location designated by IE Any claim against IE arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

MEDIATION OF DISPUTES.   You and IE agree to mediate any dispute or claim arising between us out of this Agreement, or any resulting transaction, before resorting to arbitration or court action. Mediation fees, if any, shall be divided equally among the parties involved. If, for any dispute or claim to which this paragraph applies, any party commences an action without first attempting to resolve the matter through mediation, or refuses to mediation after a request has been made, then that party shall not be entitled to recover attorney fees, even if they would otherwise be available to that party in any such action.

BINDING ARBITRATION OF DISPUTES.   You and IE agree that any dispute or claim in Law or equity arising between us out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration, including and subject to paragraphs below (Exclusion From Mediation and Arbitration). The arbitrator shall be a retired judge or justice, or an attorney with at least 5 years of commercial law and contract law experience, unless the parties mutually agree to a different arbitrator, who shall render an award in accordance with substantive Nevada Law. The parties shall have the right to discovery in accordance with Nevada Code of Civil Procedure. Judgment upon the award of the arbitrator(s) may be entered into any court having jurisdiction. Interpretation of this agreement to arbitrate shall be governed by the Federal Arbitration Act.

EXCLUSIONS FROM MEDIATION AND ARBITRATION. The following matters are excluded from mediation and arbitration: (I) any matter that is within the jurisdiction of a probate, small claims or bankruptcy court. The filing of a court action to enable the recording of a notice of pending action, for order of attachment, receivership, injunction, or other provisional remedies, shall not constitute a waiver of the mediation and arbitration provisions.

“NOTICE: BY USING INTELLECOMMERCE, INC. PRODUCTS AND SERVICES, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY Nevada LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE Nevada CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.”

“CLIENT AGREES THAT HE/SHE UNDERSTANDS THE FOREGOING AND AGREES TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ‘ARBITRATION OF DISPUTES’ PROVISION TO NEUTRAL ARBITRATION.”

ATTORNEY FEES.  If either party to this Agreement breaches any material term of this Agreement, then the non-breaching party shall be entitled to recover all expenses of whatever form or nature, costs and attorneys fees reasonably incurred to enforce the terms of the Agreement, whether or not suit is filed, including such costs or fees as may be awarded in arbitration or by a court at trial or on appeal. In addition, in the event either party to this Agreement becomes a debtor subject to the United States Bankruptcy Code, the non-debtor party shall be entitled to recover any expenses, costs and fees, including attorneys fees, incurred in connection with enforcing its rights against the debtor party, whether those rights arise under this Agreement or involve matters arising solely under the Bankruptcy Code.

WAIVER AND COMPLETE AGREEMENT.  The failure of IE to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. The Agreement constitutes the entire agreement between you and IE and govern your use of the Service, superseding any prior agreements between you and IE (including, but not limited to, any prior versions of the Agreement).

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