Contact Information
Intellectus Statistics, LLC
1590 Chestnut Court West
Palm Harbor, Florida 34683
Email: Support@Intellectus360.com
Telephone: 888-383-6639
Website: www.intellectus360.com
Effective Date: August 1, 2026
Last Updated: August 1, 2026
Definitions
For purposes of these Terms:
"Authorized User" means an individual authorized by Customer to access and use the Services under Customer's subscription.
"Customer" means the individual or entity purchasing or otherwise obtaining access to the Services.
"Customer Data" means all data, documents, files, datasets, research materials, and other information uploaded or submitted by Customer or its Authorized Users.
"Hosted Services" means the cloud-based software platform operated and maintained by Provider.
"Permitted Use" means use of the Services solely for legitimate educational, academic, instructional, research, or other purposes expressly authorized by Provider under the applicable subscription.
"Provider Materials" means all software,documentation, interfaces, templates, workflows, AI prompts, reports, graphics, educational materials, and other content made available through the Services.
"Services" means the Intellectus360 platform, including Intellectus Statistics, Intellectus Qualitative, Intellectus Courses, Intellectus LitReview, and all related applications and features.
1. Services
1.1 Hosted Services
Subject to Customer's compliance with these Terms and payment of all applicable fees, Provider grants Customer and its Authorized Users the right to access and use the Hosted Services during the applicable subscription term.
Provider will use commercially reasonable efforts to maintain the availability of the Services except during:
Provider does not guarantee uninterrupted or error-free operation of the Services.
1.2 Subscription Term
Customer's right to access and use the Services is limited to the subscription period purchased.
Upon expiration of the subscription, Customer's access will terminate unless renewed.
Provider may, in its discretion, permit continued access to limited features after expiration.
1.3 Service Management
Provider retains sole discretion regarding the operation, maintenance, enhancement, and management of the Services.
Customer remains solely responsible for:
1.4 Changes to the Services
Provider continually improves the Services.
Accordingly, Provider may modify, replace, enhance ,discontinue, or otherwise change any feature of the Services, including:
Such changes may be made to improve security, reliability,compliance, performance, usability, or functionality. Provider may also modify the underlying AI models or providers used to deliver AI-powered features at its discretion.
1.5 Suspension of Services
Provider may suspend or restrict access to all or part of the Services if:
Provider will make reasonable efforts to notify Customer when practical.
1.6 Support
Provider offers technical support for issues involving access to or operation of the Services.
Support does not include consulting services, statistical analysis, qualitative analysis, interpretation of research results, dissertation consulting, or other professional services unless separately purchased.
2. AUTHORIZATION AND CUSTOMER RESTRICTIONS
2.1 License Grant
Subject to Customer's compliance with these Terms and timely payment of all applicable fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to access and use the Services solely for the Permitted Use.
Unless expressly authorized in writing by Provider, the Services are licensed only for Customer's internal educational, instructional, research, or other approved purposes. No ownership interest in the Services or Provider Materials is transferred under these Terms.
2.2 Reservation of Rights
The Services and all Provider Materials are licensed, not sold.
Except for the limited rights expressly granted under these Terms, Provider retains all right, title, and interest in and to the Services, Provider Materials, software, documentation, workflows, artificial intelligence prompts, interfaces, reports, designs, trademarks, copyrights, trade secrets, patents, and all other intellectual property associated with the Services.
No rights shall arise by implication, estoppel, orotherwise.
2.3 Authorized Users
Customer is responsible for all activities occurring under its account and for ensuring that each Authorized User complies with these Terms.
Customer shall not knowingly permit access to the Services by any individual who is not an Authorized User under the applicable subscription.
Customer remains responsible for any misuse of the Services by its Authorized Users.
2.4 Account Security
Customer is responsible for maintaining the confidentiality of usernames, passwords, API credentials (if applicable), single sign-oncredentials, and any other authentication information associated with Customer's account.
Customer shall promptly notify Provider of any known or suspected unauthorized access, security breach, or compromise of account credentials.
Provider shall not be liable for losses resulting from Customer's failure to adequately protect account credentials.
2.5 Acceptable Use Restrictions
Customer and its Authorized Users shall not, directly or indirectly:
(a) Copy, reproduce, modify, adapt, translate, distribute, create derivative works from,or publicly display any portion of the Services or Provider Materials except as expressly permitted by these Terms.
(b) Sell, sublicense, lease, rent, assign, transfer, share, or otherwise provide accessto the Services to any unauthorized individual or entity.
(c) Reverseengineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, algorithms, models, prompts, or underlying technology used by the Services except where prohibited by applicable law.
(d) Remove, alter, or obscure any copyright, trademark, proprietary notice, attribution,disclaimer, or other intellectual property notice contained within the Services.
(e) Upload, transmit, or distribute any malicious software, viruses, worms, ransomware, spyware, harmful code, or other technology intended to interfere with the Services.
(f) Usethe Services in any unlawful manner or in violation of any applicable law, regulation, institutional policy, or third-party rights.
(g) Use the Services to develop, improve, benchmark, train, evaluate, or support any competing software, artificial intelligence model, language model, statistical software, qualitative analysis software, literature review software, or related product.
(h) Attempt to bypass subscription restrictions, licensing restrictions, authentication controls, technical safeguards, AI usage limits, or any other security or usage controls implemented by Provider.
(i) Use automated scripts, bots, robotic process automation, browser automation, API automation, scraping tools, crawlers, harvesting tools, or similar technologies to access or interact with the Services unless expressly authorized in writing by Provider.
(j) Engage in activity that unreasonably consumes computing resources or materially degrades the performance, stability, or availability of the Services for other users.
(k) Share login credentials among multiple users or otherwise exceed the number of Authorized Users included within the applicable subscription.
(l) Use the Services for any commercial consulting, contract research, paid analysis services, or other for-profit activities unless expressly permitted under Customer's subscription or approved in writing by Provider.
(m) Misrepresent AI-generated content as having been independently created without appropriate review, verification, or disclosure where required by applicable institutional policies.
(n) Upload or submit information that Customer does not have the legal right to possess, process, or transmit.
2.6 Fair Use of AI Features
Certain features of the Services utilize artificial intelligence.
AI functionality is intended for normal educational, academic, instructional, and research use.
Customer agrees not to engage in excessive, abusive, automated, or unreasonable AI usage that materially exceeds ordinary use for Customer's subscription level.
Provider reserves the right to implement reasonable usage limits designed to maintain system performance and manage infrastructure costs.
2.7 AI Usage Limits
Certain subscription plans include specified amounts of AI usage.
AI usage may be measured using one or more factors including, but not limited to:
If Customer or an Authorized User reaches the AI usage included with the applicable subscription, Provider may temporarily disable or limit AI-powered features.
The Application may display an error or notification directing Customer to contact Provider regarding additional AI capacity or available subscription upgrades.
Exceeding an AI usage limit shall not automatically terminate Customer's subscription or access to non-AI functionality unless otherwise specified.
Provider reserves the right to modify AI usage limits, measurement methodologies, subscription allocations, and pricing upon reasonable notice.
Unused AI usage does not roll over to future billing periods unless expressly stated in the applicable subscription.
2.8 Monitoring and Enforcement
Provider may monitor usage of the Services for the limited purposes of:
Provider does not monitor Customer Data for research content except as necessary to provide the Services, troubleshoot technical issues, or comply with legal obligations.
3. CUSTOMER OBLIGATIONS
3.1 Customer Responsibilities
Customer is responsible for all use of the Services by Customer and its Authorized Users.
Customer agrees to:
Customer remains solely responsible for all decisions, conclusions, publications, submissions, and actions taken based upon use of the Services.
3.2 Customer Data
Customer represents and warrants that it owns or otherwise has all necessary rights, permissions, licenses, and authorizations required to upload, process, analyze, store, and transmit Customer Data through the Services.
Customer further represents that its use of the Services does not violate:
Provider does not independently verify Customer's rights to uploaded content.
3.3 Data Privacy and Security
Provider uses commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data.
Customer acknowledges that no internet-based service can guarantee absolute security.
Provider strongly recommends that Customer:
Customer remains responsible for determining whether uploaded data complies with applicable institutional review board (IRB), HIPAA,FERPA, GDPR, or other privacy requirements applicable to Customer's research.
3.4 Artificial Intelligence Features
Certain features of the Services utilize artificial intelligence to assist with research, literature reviews, qualitative analysis, coding, writing, summarization, drafting, and other academic workflows.
AI-generated output is intended solely as an assistive tool.
Customer acknowledges that AI-generated content may contain:
Provider does not warrant that AI-generated output is accurate, complete, current, or suitable for any particular purpose.
3.5 Customer Review of AI Output
Customer is solely responsible for reviewing, verifying, editing, and approving all AI-generated content before relying upon, publishing, submitting, distributing, or otherwise using such content.
Without limitation, Customer is responsible for verifying:
Submission of work generated with assistance from the Services constitutes Customer's representation that appropriate review and verification has been completed.
3.6 Academic Integrity
Provider provides tools designed to assist research,education, and academic writing.
Customer remains solely responsible for complying with:
Provider does not determine whether use of the Services complies with any specific institutional or publisher policy.
3.7 No Professional Advice
The Services are educational software.
The Services do not constitute:
unless expressly purchased under a separate written consulting agreement.
3.8 Limitation of Responsibility for Research Outcomes
Provider does not guarantee:
Customer remains solely responsible for all research decisions and final work product.
3.9 Release and Indemnification
To the fullest extent permitted by law, Customer agrees to defend, indemnify, and hold harmless Provider, its officers, directors, employees, contractors, affiliates, licensors, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
This obligation survives termination of these Terms.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 Ownership of the Services
The Services, including all software, applications, sourcecode, object code, user interfaces, workflows, artificial intelligence prompts, algorithms, models, documentation, reports, templates, graphics, designs, trademarks, service marks, logos, trade names, and all related content made available by Provider (collectively, the "Provider Materials"), are owned exclusively by Provider or its licensors and are protected by United States and international intellectual property laws.
Except for the limited license expressly granted under these Terms, no ownership rights are transferred to Customer.
4.2 Limited License
During the applicable subscription term and subject to Customer's compliance with these Terms, Provider grants Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Services solely for the Permitted Use.
This license automatically terminates upon expiration or termination of the applicable subscription.
4.3 Customer Data
As between Customer and Provider, Customer retains all right, title, and interest in and to Customer Data, including all associated intellectual property rights.
Nothing contained in these Terms transfers ownership of Customer Data to Provider.
4.4 License to Process Customer Data
Customer grants Provider a limited, worldwide, non-exclusive, royalty-free license to access, host, store, process, transmit, reproduce, and otherwise use Customer Data solely as reasonably necessary to:
This license terminates when Provider no longer requires Customer Data to provide the Services, subject to applicable legal retention requirements.
4.5 AI-Generated Output
Subject to applicable law and any rights of third-party providers, Customer owns the original work product created by Customer using the Services, including AI-assisted output, to the extent such ownership is recognized under applicable law.
Provider does not claim ownership of Customer's research papers, dissertations, manuscripts, reports, or other work product created using the Services.
However, Customer acknowledges that:
4.6 Feedback
If Customer voluntarily provides suggestions, enhancement requests, recommendations, ideas, bug reports, or other feedback regarding the Services ("Feedback"), Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free license to use, modify, incorporate, and publish such Feedback without restriction or compensation.
Provider is under no obligation to implement any Feedback.
4.7 Third-Party Technology
The Services may incorporate or interact with third-party software, APIs, artificial intelligence models, cloud infrastructure, or other technologies.
Nothing in these Terms transfers ownership of any third-party technology to Customer.
Customer's use of such third-party technology may also be subject to applicable third-party terms and conditions.
4.8 Copyright Infringement
Provider respects the intellectual property rights of others.
If Customer believes copyrighted material has been improperly used within the Services, Customer should promptly notify Provider with sufficient information to investigate the claim.
Provider reserves the right to remove allegedly infringing material where appropriate and to suspend accounts engaged in repeated infringement.
4.9 Reservation of Rights
Except for the limited rights expressly granted in these Terms, Provider reserves all rights, title, and interests in and to the Services and Provider Materials.
No rights are granted by implication, estoppel, orotherwise.
5. TERMINATION
5.1 Term and Renewal
These Terms remain in effect as long as Customer maintains an active subscription to the Services or otherwise accesses or uses the Services.
Subscription terms and renewal provisions shall be governed by the applicable subscription plan purchased by Customer.
5.2 Termination by Provider
Provider may suspend or terminate Customer's subscription, account, or access to the Services immediately, with or without prior notice, if Customer or any Authorized User:
(a) fails to pay any fees or charges when due and such failure continues for more than five (5) days following written notice;
(b) materially breaches these Terms;
(c) violates the Acceptable Use provisions set forth in Section 2;
(d) attempts to circumvent subscription limitations, AI usage limits, or other technical restrictions;
(e) uses the Services for fraudulent, unlawful, abusive, or unauthorized purposes;
(f) infringes the intellectual property rights or other legal rights of Provider or any third party;
(g) knowingly provides false or misleading information to Provider; or
(h) engages in conduct that, in Provider's reasonable judgment, threatens the security, integrity, availability, or reputation of the Services.
Nothing in this Section limits any other rights or remedies available to Provider under these Terms or applicable law.
5.3 Termination by Customer
Customer may terminate a subscription at any time by discontinuing use of the Services and, where applicable, canceling the subscription through the account management portal or by contacting Provider.
Termination by Customer does not relieve Customer of any obligation to pay fees that accrued prior to the effective date of termination.
Unless otherwise expressly stated in the applicable subscription plan, prepaid subscription fees are non-refundable.
5.4 Institutional Customers
If Customer is a public university, governmental entity, or other institution subject to statutory limitations on contractual remedies, the parties acknowledge that such statutory protections shall apply to the extent required by applicable law.
Customer agrees to take reasonable steps to ensure that access to the Services is limited to Authorized Users covered under the applicable subscription.
If Provider reasonably determines that the Services have been accessed by individuals outside the scope of Customer's licensed subscription, Provider may require Customer to purchase additional licenses or upgrade to the appropriate subscription tier based on actual usage. Nothing in this Section limits any other rights or remedies available to Provider under these Terms or applicable law.
5.5 Effect of Termination
Upon expiration or termination of a subscription:
(a) all licenses granted under these Terms immediately terminate;
(b) Customer and all Authorized Users shall immediately cease accessing and using the Services;
(c) Provider may disable Customer's access credentials;
(d) Provider may delete or archive Customer Data in accordance with its data retention policies;
(e) Customer remains responsible for all outstanding fees owed through the effective date of termination; and
(f) any provisions that by their nature should survive termination shall remain in full force and effect.
5.6 Retrieval of Customer Data
Prior to termination or expiration of a subscription, Customer is responsible for exporting or downloading any Customer Data, reports, analyses, or other work product the Customer wishes to retain.
Except where required by law or otherwise agreed in writing, Provider is under no obligation to retain Customer Data indefinitely following termination.
Provider may permanently delete Customer Data after a commercially reasonable retention period.
5.7 Suspension Pending Investigation
Provider may temporarily suspend access to all or part of the Services while investigating suspected violations of these Terms, security incidents, fraudulent activity, or misuse of the Services.
Such suspension shall not constitute a breach of these Terms by Provider.
5.8 Survival
The following provisions shall survive expiration ortermination of these Terms to the extent necessary to give them effect:
5.9 Data Retention
Following termination or expiration of a subscription, Provider may retain Customer Data for a commercially reasonable period to facilitate account reactivation, customer support, legal compliance, disaster recovery, or other legitimate business purposes. After that period, Provider may permanently delete Customer Data in accordance with its data retention policies. Customer is responsible for exporting any data it wishes to retain prior to termination or expiration of its subscription.
6. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
6.1 Mutual Representations and Warranties
Each party represents and warrants to the other that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) it has the full right, power, and authority to enter into and perform its obligations under these Terms;
(c) the individual accepting these Terms on its behalf has the authority to bind that party to these Terms; and
(d) its performance under these Terms does not violate any applicable law or any agreement by which it is bound.
6.2 Provider Warranty
Provider represents and warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards for comparable hosted software services.
Provider will use commercially reasonable efforts to maintain the availability, security, and reliability of the Services; however, Customer acknowledges that uninterrupted or error-free operation cannot be guaranteed.
Provider may use subcontractors, cloud providers, artificial intelligence providers, and other third-party service providers in delivering the Services, provided that Provider remains responsible for the overall performance of the Services under these Terms.
6.3 Customer Representations and Warranties
Customer represents and warrants that:
(a) it owns or otherwise has all necessary rights, permissions, licenses, and authorizations to upload, process, analyze, and store Customer Data using the Services;
(b) Customer Data does not infringe or misappropriate the intellectual property, privacy, confidentiality, publicity, or other rights of any third party;
(c) Customer will comply with all applicable laws, regulations, institutional policies, and ethical standards governing its use of the Services;
(d) Customer will not knowingly upload malicious code, unlawful material, or information that Customer is prohibited from processing or sharing; and
(e) Customer will use the Services in accordance with these Terms.
6.4 AI-Specific Acknowledgements
Customer acknowledges that certain features of the Services utilize artificial intelligence and machine learning technologies.
Customer further acknowledges that AI-generated content:
Customer remains solely responsible for evaluating the accuracy, completeness, and suitability of all AI-generated content before using, submitting, publishing, or relying upon such content.
6.5 Research and Academic Disclaimer
The Services are designed to assist with research, education, data analysis, literature reviews, qualitative analysis, writing, and related academic activities.
Provider does not guarantee:
The Services are tools intended to support—not replace—the independent judgment and expertise of the Customer.
6.6 DISCLAIMER OF WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, PROVIDER MATERIALS, AI-GENERATED CONTENT, REPORTS, ANALYSES, RECOMMENDATIONS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF:
WITHOUT LIMITING THE FOREGOING, PROVIDER DOES NOT WARRANT THAT:
7. LIMITATION OF LIABILITY
7.1 Exclusion of Certain Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, REGARDLESS OF THE LEGAL THEORY ASSERTED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Without limiting the foregoing, Provider shall not be liablefor any:
7.2 AI-Generated Content
Provider shall not be liable for any claim, loss, or damage arising from Customer's use of AI-generated content, including but not limited to:
Customer acknowledges that all AI-generated output requires independent human review and professional judgment before use.
7.3 Academic and Research Outcomes
Provider does not guarantee any particular academic,educational, professional, regulatory, or research outcome.
Without limitation, Provider shall not be responsible for:
Customer remains solely responsible for all research conclusions and final work product.
7.4 Third-Party Services
The Services may utilize or integrate with third-party cloud providers, artificial intelligence providers, payment processors, authentication providers, or other third-party technologies.
Provider is not responsible for interruptions, outages, errors, delays, or failures attributable to such third-party providers.
7.5 Limitation of Monetary Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER FORTHE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
If Customer has not paid any fees to Provider, Provider's total liability shall not exceed One Hundred U.S. Dollars (US $100).
7.6 Exceptions
Nothing in these Terms limits liability that cannot be excluded or limited under applicable law.
7.7 Exclusive Remedy
Except where expressly provided in these Terms, the remedies set forth herein are the exclusive remedies available to Customer with respect to the Services.
8. FORCE MAJEURE
8.1 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) if such delay or failure results from events beyond that party's reasonable control ("Force Majeure Event").
Force Majeure Events include, but are not limited to:
8.2 Obligations of the Affected Party
The party affected by a Force Majeure Event shall:
(a) promptly notify the other party when reasonably practicable;
(b) use commercially reasonable efforts to minimize the effects of the Force Majeure Event;
(c) resume performance as soon as reasonably possible after the Force Majeure Event has ended.
8.3 Suspension of Performance
During the continuation of a Force Majeure Event, the affected party's obligations shall be suspended only to the extent reasonably necessary.
Nothing in this Section excuses Customer's obligation to pay fees that became due prior to the Force Majeure Event.
9. SUBSCRIPTIONS & BILLING
9.1 Subscription Plans
Provider offers a variety of subscription plans, including individual, institutional, enterprise, and automatically renewing subscriptions.
Features, usage limits, Authorized Users, AI usage allowances, storage limits, and available functionality may vary depending on the subscription selected.
9.2 Payment
Customer agrees to pay all applicable subscription fees using an approved payment method.
Customer is responsible for keeping payment information current.
Provider may suspend access if payment cannot be successfully processed.
9.3 Billing Cycle
Subscription fees are billed according to the billing cycle associated with the applicable subscription.
Recurring subscriptions automatically renew unless cancelled before the next billing date.
9.4 Subscription Renewals
Unless otherwise stated, recurring subscriptions automatically renew for successive billing periods.
Customer may cancel automatic renewal at any time before the next renewal date.
Cancellation prevents future billing but does not result in a refund of amounts already paid unless required by law.
9.5 Subscription Changes
Customer may request to:
Additional charges may apply.
9.6 AI Usage
Certain subscription plans include AI-powered features that are subject to usage limits.
If Customer reaches the AI usage included with the applicable subscription:
Exceeding AI usage limits does not automatically terminate the subscription or affect non-AI functionality unless otherwise specified.
Provider reserves the right to modify AI usage limits, measurement methodologies, and pricing upon reasonable notice.
9.7 Price Changes
Provider may modify subscription pricing, subscription plans, AI usage allocations, storage allocations, or available features upon reasonable advance notice.
Price changes will not affect the current prepaid subscription period.
9.8 Free Trials
Provider may offer free trials or promotional access.
Unless cancelled before the end of the applicable trial period, subscriptions may automatically convert to paid subscriptions if disclosed at the time of enrollment.
Provider reserves the right to modify or discontinue free trials at any time.
9.9 No Refunds
Except as expressly required by law or otherwise agreed in writing, subscription fees are non-refundable.
Provider may, in its sole discretion, issue refunds, credits, or other accommodations in individual cases.
Any such accommodation shall not obligate Provider to provide similar accommodations in the future.
9.10 Taxes
Customer is responsible for all applicable taxes, duties, or governmental charges associated with the subscription.
10. MISCELLANEOUS
10.1 Governing Law
These Terms and any dispute arising out of or relating tothe Services shall be governed by and construed in accordance with the laws ofthe State of Florida, without regard to its conflict of law principles.
10.2 Informal Resolution of Disputes
The parties agree to make a good faith effort to resolve any dispute, claim, or controversy arising out of or relating to these Terms through informal discussions before initiating legal proceedings.
Either party may provide written notice describing the dispute. The parties shall designate appropriate representatives who have authority to negotiate a resolution.
Unless immediate injunctive relief is necessary, the parties agree to attempt to resolve the dispute informally for at least thirty (30)days before commencing litigation.
Nothing in this Section prevents either party from seeking temporary injunctive or equitable relief where necessary to protect its intellectual property, confidential information, or other legal rights.
10.3 Venue
Any legal action arising out of or relating to these Terms shall be brought exclusively in the state courts located in Pinellas County,Florida, or the United States District Court for the Middle District of Florida.
10.4 Notices
Any notice required or permitted under these Terms shall be provided in writing and delivered by:
Notices to Provider shall be sent to the contact information published on the Intellectus360 website or to any updated address designated by Provider.
Customer is responsible for maintaining a current email address associated with its account.
10.5 Assignment
Customer may not assign or transfer these Terms or any rights granted here under without Provider's prior written consent.
Provider may assign these Terms in connection with:
10.6 Independent Contractors
The relationship between the parties is solely that of independent contracting parties.
Nothing contained in these Terms creates any partnership, joint venture, agency, fiduciary, employment, or franchise relationship.
10.7 Entire Agreement
These Terms, together with any Order Form, Quote, Statement of Work, Enterprise Agreement, or other written agreement expressly incorporated by reference, constitute the entire agreement between the parties concerning the Services.
These Terms supersede all prior or contemporaneous oral or written communications relating to the subject matter hereof.
10.8 Waiver
No waiver of any provision of these Terms shall be effective unless in writing and signed by the party against whom the waiver is asserted.
Failure to enforce any provision shall not constitute a waiver of future enforcement.
10.9 Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full forceand effect.
The invalid provision shall be modified only to the minimum extent necessary to make it enforceable while preserving its original intent whenever possible.
10.10 Electronic Acceptance
Customer acknowledges that accessing the Services, clicking an acceptance button, purchasing a subscription, creating an account, or otherwise using the Services constitutes an electronic acceptance of these Terms and has the same force and effect as a handwritten signature.
10.11 Headings
Section headings are included solely for convenience and shall not affect the interpretation of these Terms.
10.12 No Third-Party Beneficiaries
Except as expressly provided herein, these Terms areintended solely for the benefit of Provider and Customer.
No third party shall have any rights under these Terms.
10.13 Survival
Any provision of these Terms that by its nature should survive expiration or termination shall survive, including, without limitation:
10.14 Amendments
Provider may update these Terms from time to time.
Material changes will become effective upon posting to the Intellectus360 website or upon other reasonable notice to Customer.
Continued use of the Services after the effective date of revised Terms constitutes acceptance of those revisions.
10.15 Electronic Communications
Customer agrees that Provider may communicate with Customer electronically regarding the Services, including notices related to subscriptions, renewals, invoices, security updates, product updates, maintenance, and changes to these Terms.
Customer agrees that such electronic communications satisfy any legal requirement that communications be provided in writing.
Customer is responsible for maintaining a current email address associated with its account and for ensuring that communications from Provider are not blocked or filtered.
11. PRIVACY
11.1 Privacy Policy
Provider is committed to protecting the privacy and security of Customer information.
Provider's collection, use, storage, disclosure, and protection of personal information are governed by the Intellectus360 Privacy Policy, which is incorporated into these Terms by reference.
By accessing or using the Services, Customer acknowledges that it has reviewed and understands the Privacy Policy.
11.2 Customer Data
As between Customer and Provider, Customer retains ownership of all Customer Data uploaded to the Services.
Provider accesses and processes Customer Data solely for legitimate business purposes, including:
Provider does not sell Customer Data.
11.3 Artificial Intelligence Processing
Certain features of the Services utilize third-party artificial intelligence technologies to generate requested output.
When Customer uses AI-powered features, Customer acknowledges that submitted prompts, uploaded content, or other information maybe processed by Provider and its authorized third-party AI service providers solely for the purpose of generating the requested output.
Provider takes commercially reasonable measures to work with providers that maintain appropriate security and privacy practices.
Provider does not use Customer Data to train artificial intelligence models.
11.4 Customer Responsibilities
Customer is responsible for ensuring that any information uploaded to the Services complies with all applicable laws, regulations, institutional policies, and contractual obligations.
Customer is strongly encouraged to remove direct personal identifiers and other unnecessary sensitive information before uploading data to the Services.
Where applicable, Customer is responsible for determining whether uploaded information is subject to:
11.5 Data Security
Provider employs commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction.
However, no method of electronic transmission or data storage is completely secure.
Accordingly, Provider cannot guarantee absolute security.
11.6 Data Retention
Provider retains Customer Data only as long as reasonably necessary to:
Following termination or expiration of a subscription, Provider may delete Customer Data after a commercially reasonable retention period.
Customer is responsible for downloading or exporting any information it wishes to retain before termination of the subscription.
11.7 Privacy Questions
Questions regarding privacy practices may be directed to Provider using the contact information published on the Intellectus360 website.
