Welcome, and thank you for using LiveAlumni. LiveAlumni’s mission is to help you identify major gift donors, track lost alumni, update alumni employment, export alumni outcomes, find corporate sponsors, organize events, monitor successful alumni, and track nonprofit & board affiliations. When you use our services you are agreeing to our terms to become a “User” of LiveAlumni, so please take a few minutes to read over these terms of service. By logging into LiveAlumni you are entering into a legally binding agreement, even if you are using our services on behalf of a university, nonprofit or other organization.
2. Grant of License
(i) Grant of License. Subject to the terms and conditions contained in this Agreement, IntellectSpace hereby grants to User a non-exclusive, non-concurrent, non-transferable, and non-sub-licensable right to access and utilize LiveAlumni and integrate the certain number of records licensed and authorized, solely for internal use in User’s business.
(ii) Use and Attribution. Except as expressly set forth herein, User will not copy, distribute, resell or modify LiveAlumni, except integrations, modifications and customizations approved in writing by IntellectSpace, in whole or in part, or create derivative products from LiveAlumni, in whole or in part. User may use elements of LiveAlumni in printed research reports, portfolio performance analyses, and similar publications. In all such cases, User shall include written source attribution to IntellectSpace, and to any data source or Information Providers credited by IntellectSpace in LiveAlumni. User shall not present LiveAlumni in any misleading or defamatory manner.
(iii) Data Integrity. Neither IntellectSpace, including any of its affiliates, nor any of IntellectSpace’ Information Providers (1) have opined on the merit of any of these entities (individuals, companies, learning institutions, organizations, government bodies) included in LiveAlumni, or (2) have endorsed or sponsored any of these entities. The information contained in LiveAlumni is provided for informational and educational purposes only, and nothing contained herein should be construed as or relied upon as investment advice, either on behalf of a particular security, company or an overall investment strategy.
All information contained in LiveAlumni is obtained by IntellectSpace from sources believed by IntellectSpace to be accurate and reliable and, where applicable, compliant with the European Union’s General Data Protection Regulation (GDPR). Because of the possibility of human, mechanical, and computer software error as well as other factors, neither IntellectSpace nor the Information Providers are responsible for any errors or omissions. ALL INTELLECTSPACE DATA, INCLUDING LIVEALUMNI, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. IntellectSpace and the Information Providers make no representations and disclaim all express, implied, and statutory warranties of any kind to User and/or any third party including warranties as to accuracy, timeliness, completeness, merchantability, or fitness for any particular purpose.
User acknowledges and accepts that Data Subjects residing in the European Union whose personal information is provided by LiveAlumni have rights pursuant to the European Union’s General Data Protection Regulation (GDPR), including the rights to update or to delete their personal data, and that the information provided by LiveAlumni is circumscribed by those rights.
(iv) No Reverse Engineering . User shall not reverse-engineer, circumvent, disassemble, translate, or decompile any computer software component of LiveAlumni, or use, copy, distribute, modify, download or otherwise extract LiveAlumni data or any portion thereof by means of electronic agents, computer programs, screen scraping technologies, or any other method.
(v) Access. User shall have web access to LiveAlumni. User acknowledges and agrees that no User account may be used to grant access to anyone other than User, including, without limitation, User’s customers. All passwords shall be treated as Confidential Information, and if User believes that any password is being used by someone other than as an authorized User hereunder, User must notify IntellectSpace immediately.
3. Withdrawal of Service
IntellectSpace may cancel access to all or part of LiveAlumni if (a) LiveAlumni (or part thereof) becomes the subject of a claim that such service infringes the rights of any third party or that IntellectSpace otherwise does not have the right to permit others to use it; (b) LiveAlumni (or part thereof) violates any applicable law or regulation; or (c) IntellectSpace for any reason discontinues LiveAlumni (or part thereof). If IntellectSpace cancels all or any part of LiveAlumni, IntellectSpace shall notify User of such in a commercially reasonable manner and shall refund, pro rata, any fees paid in advance by User or User’s organization for the cancelled portion of LiveAlumni.
4. Intellectual Property
(i) Ownership. User acknowledges and agrees that IntellectSpace has all right, title, and interest in and to LiveAlumni, including, without limitation, all ownership and intellectual property rights (including, without limitation, patent rights, copyright rights, trademark rights, trade secret rights, rights of publicity, rights of privacy, sui generis database rights, moral rights, and other intellectual property or proprietary rights) everywhere in the world. User further acknowledges and agrees that LiveAlumni is and shall remain the sole and exclusive property of IntellectSpace.
(ii) IntellectSpace Marks. User acknowledges and agrees that IntellectSpace is the sole owner of, and retains all right, title, and interest in and to, the trademarks, trade names, logo, and service marks (“IntellectSpace Marks”) used in connection with LiveAlumni, and that, except as specifically set forth herein, nothing contained in this Agreement grants User the right to use any IntellectSpace Mark.
(iii) Notice of Infringement. User shall promptly advise IntellectSpace of any possible infringement of any IntellectSpace Marks, copyrights, trade secrets, or other intellectual property rights, or any use of LiveAlumni in violation of this Agreement.
(iv) Copyright Rights. User acknowledges that LiveAlumni is protected by the U.S. and international copyright law and agrees not to incorporate it in any documents, websites, reprints, assembly, disassembly, distribution, or transmittal, except for User’s internal use. Except as specifically set forth herein, User may not use LiveAlumni in any fashion that infringes IntellectSpace’ copyright or proprietary interests therein.
(v) Survival. No integrations with User’s databases and/or information sources and/or systems and applications (including hardware and/or software), as well as customizations or any other modifications of LiveAlumni, permitted in written by IntellectSpace, may override the provisions of Section 4, Intellectual Property.
5. Performance Standards
DUE TO THE INHERENT UNRELIABILITY OF THE INTERNET, COMPUTERS, AND OTHER TCP/IP-ENABLED NETWORK CONNECTIONS PROVIDED BY INTERNET SERVICE PROVIDERS, INTELLECTSPACE, ITS AFFILIATES, AND INFORMATION PROVIDERS SHALL HAVE NO LIABILITY TO USER OR ANY THIRD PARTY FOR ANY LOSS, EXPENSE, OR DAMAGES RELATING TO REDUCED PERFORMANCE, ACCURACY, INTERRUPTION, AVAILABILITY OR TERMINATION OF THE INTELLECTSPACE SERVICES. USER AGREES TO HOLD INTELLECTSPACE, ITS AFFILIATES, AND INFORMATION PROVIDERS HARMLESS FROM AND AGAINST SUCH LOSS, EXPENSE, OR DAMAGES BASED UPON ANY THIRD PARTY CLAIMS.
6. Limitation of Liability and Legal Actions
(i) Force Majeure. IntellectSpace will not be liable for any failure to perform any obligation hereunder, or for any delay in the performance thereof, due to causes beyond its control (each a "Force Majeure"), including, but not limited to, acts of God, war, terrorism, or riot; embargoes; strikes or other industrial disputes; acts of civil or military authorities; denial of or delays in processing of export license applications; fire, floods, earthquakes, or other accidents; or fuel crises or failures of telecommunications or electric power; provided that such party gives prompt written notice thereof to the other party.
(ii) Limitation of Liability for Performance Issues. IntellectSpace shall not be liable or be deemed to be in default for any delay or failure in performance or interruption resulting directly or indirectly from any cause or circumstance beyond the reasonable control of IntellectSpace, including but not limited to equipment, or telecommunications failure; labor dispute; or failure of any third party to perform any agreement with IntellectSpace that adversely affects IntellectSpace' ability to perform its obligations hereunder
(ii) Limitation of Legal Actions. Unless due to willful tortious misconduct or gross negligence, neither IntellectSpace nor its Information Providers shall have any liability in tort, contract, or otherwise (and as permitted by law, product liability), to User and/or any third party.
(iii) Special Damages. Under no circumstances will IntellectSpace be liable for any indirect, incidental, special, or consequential damages with respect to the subject matter hereof, including lost profits, regardless of whether such damages could have been foreseen or prevented by either party.
(iv) Aggregate Liability. In no event will the aggregate liability of IntellectSpace to User or to any third party for damages, direct or otherwise, arising out of or in connection with this Agreement, exceed the total value of the fees payable to IntellectSpace by User and User’s organization during the Term, regardless of the cause or form of action.
7. Representations and Warranties
(i) General. Each party hereto represents and warrants that (a) it has the full power and authority to enter into and fully perform this Agreement in accordance with its terms; and (b) the execution, delivery, and performance of this Agreement will not violate rights granted by such party to any third party or violate the provisions of any agreement to which it is a party or violate any applicable law or regulation, including those regarding export control and the European Union’s General Data Protection Regulation (GDPR).
(ii) IntellectSpace Warranties. IntellectSpace represents and warrants that it is the owner of LiveAlumni and is authorized to grant the license in Section 2 of this Agreement.
(iii) EXCLUSION OF WARRANTIES. TO THE EXTENT PERMITTED BY LAW, INTELLECTSPACE AND ITS INFORMATION PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED OR INCURRED BY USER OR ANY THIRD PARTY ARISING OUT OF ANY FAULTS, INTERRUPTIONS, OR DELAYS IN THE INTELLECTSPACE SERVICES OR ANY INACCURACIES, ERRORS, OR OMISSIONS IN LIVEALUMNI. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NO WARRANTIES, CONDITIONS, GUARANTEES, OR REPRESENTATIONS (AS USED IN THIS SECTION, “WARRANTIES”) ARE MADE AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. EACH PARTY HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY WARRANTY MADE BY THE OTHER EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.
Some U.S. states and foreign countries provide rights in addition to those above or do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, the above limitations may not apply to User or there may be state provisions which supersede the above. Any clause of this Disclaimer declared invalid shall be deemed severable and not affect the validity or enforceability of the remainder. The terms of the Disclaimer may only be amended in a writing signed by IntellectSpace and are governed by the laws of the State of Washington.
User shall indemnify and hold IntellectSpace harmless from and against any and all liabilities, damages, awards, settlements, losses, claims, and expenses, including reasonable attorney’s fees and costs of investigation (“Damages”), due to any claim by a third party relating to or arising out of (a) the use of LiveAlumni’s User, (b) a breach or violation of this Agreement by User, (c) any other activities of User, including infringement on any third party’s intellectual property rights, or (d) as specifically provided for herein.
This Agreement commences on the date of User’s first log-in to LiveAlumni and continues indefinitely until terminated by either Party (the “Term”).
Either Party may terminate this Agreement at any time.
(i) Similar Agreements. No provision of this Agreement shall be deemed to restrict or limit IntellectSpace’ right to market, sell, distribute, display, or otherwise provide access to LiveAlumni directly or indirectly anywhere in the world, or to enter into contracts, grant licenses, or otherwise make arrangements with any other party to market, sell, distribute, display, or otherwise provide access to LiveAlumni anywhere in the world
(ii) Controlling Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to any of its conflict of law principles. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate shall be determined by binding arbitration in Seattle, Washington, United States, before one arbitrator. The arbitrator must be: (i) a lawyer licensed to practice law in the United States with a minimum of fifteen (15) years of legal practice or senior level business experience or a retired judge with a minimum of five (5) years of service on the bench, (ii) an individual with at least five (5) years of experience as an arbitrator, and (iii) on the roster of neutrals of the AAA or similar nationally recognized ADR organization. The Parties explicitly disclaim any applicability of the U.N. Convention on Contracts for the International Sale of Goods to this Agreement. All arbitration proceedings will be conducted in English. The arbitration shall be administered under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and administered by the AAA. Judgment on the award may be entered in any court having jurisdiction in the State of Washington. This section shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction in the State of Washington.
(iii) Notices. Except as otherwise provided herein, whenever any notice, request, consent, approval, or other communication shall be given by User to IntellectSpace, such communication shall be delivered by registered or certified mail, or by courier, return receipt requested, to IntellectSpace Corporation, 133 Queen Anne Avenue North, Suite 100, Seattle, WA 98109.
(iv) Assignment. This Agreement will be binding upon and inure to the benefit of the parties, their respective personal representatives, and permitted successors and assigns. User may not assign or otherwise transfer any of its rights or delegate any of its obligations under this Agreement without the express prior written consent of IntellectSpace, such consent not to be unreasonably withheld, but in no event to any entity that (a) IntellectSpace considers a competitor; (b) could harm IntellectSpace’ reputation; or (c) lacks sufficient assets to meet User’s obligations hereunder. IntellectSpace reserves the right, in its sole discretion, to assign this Agreement to a controlled subsidiary or business successor of IntellectSpace. Each party will respond to any written request for consent within thirty (30) days of receipt of such request, failing which consent will be deemed granted.
(v) Relationship between the Parties. No joint venture, partnership, agency, or fiduciary relationship exists between the Parties, and the Parties do not intend to create any such relationship by this Agreement.
(vi) Amendments and Waivers. IntellectSpace reserves the right to revise the terms of this User Agreement from time to time. In the event of such revision, the revised terms will become effective upon User’s next log in after the revisions have been incorporated. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same.
(vii) Entire Agreement. This Agreement represents the entire agreement of the Parties and supersedes any representations, discussions or negotiations not expressly incorporated herein.
(viii) Severability. If any provision of this Agreement, not being of a fundamental nature, is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder of the Agreement will not be affected.
(ix) Survival. The provisions of Sections 4, 5, 6 and 8 of this Agreement will survive the termination of the Agreement.
Effective As of Date: May 25, 2018