IntellectSpace: Privacy Policy, Security Specifications & Terms of Use
 

At IntellectSpace, we are committed to protecting your privacy. You can be our customer without giving us any information about yourself. But sometimes we do need information to provide services that you request. This Privacy Policy (“Policy”) provides you with information concerning our practices and procedures as they relate specifically to 1) information we collect about our customer and 2) the customer’s proprietary data that we collect, integrate, analyze, deliver and destroy, and 3) information we collect about our Data Subjects in order to fulfill our services to our customers. If you have additional questions or would like further information on this topic, please feel free to write to us at privacy@intellectspace.com. By reviewing this Policy agreement and becoming IntellectSpace customer, you are accepting the practices described herein. We may update this Policy from time to time, so please check back with us periodically or during the renewal of your services.

General Customer Information

1. Collecting your Personal Information
IntellectSpace does not collect any personal information about you unless you choose to provide it to us voluntarily. We define “personal information” as information that personally identifies you or allows us to contact you. Such information might include your phone number, name or email address. Generally, this information is requested when requesting information about or purchasing IntellectSpace products and services. If there is information you do not want to share with us, please do not provide the information to us.

Once you’re a customer of IntellectSpace, we’ll provide you with your User ID and password so that only you can access your solution or services. Your account information is secure and is accessible by using a password that you select. Do not share your password with anyone.

2. Use of your Personal Information
If you do provide us with personal information, we will only use it for the purposes described at the time of collection. Specifically, we may use your personal information in the following ways: (1) to deliver your solution and services to you; (2) to update your solution and services; and (3) to alert you to product upgrades, updated information and other new services from IntellectSpace.

IntellectSpace will not sell, license, transmit or disclose your personal information outside of IntellectSpace or its affiliates without notice to you unless (1) you expressly authorize us to do so, (2) it is necessary to allow our service providers, representatives, or agents to provide services for or to us, (3) it is necessary to provide our products or services to you, (4) it is disclosed to entities that perform marketing services on our behalf or to other entities with whom we have joint marketing or other agreements, (5) it is necessary or we deem it appropriate in connection with a sale of all or substantially all of the assets or business of IntellectSpace, a sale of stock or equity interests of IntellectSpace, or the merger of IntellectSpace into another entity or any consolidation, share exchange, combination, reorganization, or like transaction in which IntellectSpace is not the survivor, (6) it is necessary to protect and defend the rights or property of IntellectSpace, (7) it is necessary to act in urgent circumstances to protect the personal safety of IntellectSpace customers, or (8) otherwise as we are required or permitted by law.

3. Promotional Emails
IntellectSpace may send you e-mails with promotional offers, special event information, sales notifications or other messages only if you opt-in to receiving such e-mails at www.IntellectSpace.com. If you would no longer like to receive such e-mails from us, please follow the "Unsubscribe" instructions at the end of each email or contact us at unsubscribe@intellectspace.com. Your e-mail address will be removed from our marketing list. Please allow us a reasonable period of time in order to satisfy your request, as some promotions may already be in process.

4. Email
IntellectSpace appreciates your questions and comments about our solution and services and welcome your email messages to mailboxes listed on our website or to your representative. We will share your messages with those within and outside our organization that may be able to address the issues contained in your message. We will keep a copy of your message until we have had an opportunity to address your concerns. We may archive your message for a certain period of time or discard it, but your email message will not be used for any other purpose.

5. Access to your Personal Information
IntellectSpace will provide you with the means to ensure that your personal information is correct and current. If you are a customer or user of our website, you may submit updated information at any time. Registered users can view and edit personal information they have already given us on our website. All users can subscribe or unsubscribe to IntellectSpace email newsletters and blogs.

We require you to enter your password for security purposes before you update your email address, user name, password, and/or your security question and answer. If you change your email address, we send an email to both your old and new email addresses.

6. Security of your Personal Information
IntellectSpace restricts access to personal information collected about you at our website to our employees, our affiliates' employees, those who are otherwise specified in this Policy, or others who need to know that information to provide services to you or in the course of conducting our business operations or activities. While no website can guarantee security, we maintain appropriate physical, electronic, and procedural safeguards to protect your personal information collected via the website. We protect our databases with various physical, technical and procedural measures and we restrict access to your information by unauthorized persons. We also advise all IntellectSpace employees about their responsibility to protect customer data and we provide them with appropriate guidelines for adhering to our company's business ethics standards and confidentiality policies. Inside IntellectSpace, data is stored in password-controlled servers with limited access. Please find more details in the technology and security specifications below.

7. Links to Other Websites
For your convenience, we may provide links to other websites and web pages that we do not control (such as LinkedIn). We cannot be responsible for the privacy practices of any websites or pages not under our control and we do not endorse any of these websites or pages, the services or products described or offered on such sites or pages, or any of the content contained on those sites or pages.

Last Updated: May 17, 2018 Effective Date: September 2003

IntellectSpace Privacy Shield Privacy Notice

IntellectSpace complies with the Privacy Shield Framework regarding the collection, use, and retention of personal information from European Union member countries. IntellectSpace has certified that it adheres to the Privacy Shield Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Privacy Shield program, and to view IntellectSpace’s certification, please visit www.privacyshield.gov.

IntellectSpace Privacy Notice

We at IntellectSpace respect your concerns about privacy and value the relationship we have with you. IntellectSpace and affiliates have certified that they abide by the Privacy Shield privacy principles, regarding the collection, storage, transfer, use and other processing of job applicant, consumer, customer, supplier and other Personal Data (as defined below) transferred from the European Union ("EU") to the United States.

For purposes of this Notice, "Personal Data" means information that (i) is transferred from the European Union ("EU") to the United States, (ii) is recorded in any form, (iii) is about, or relates to, an identified or identifiable job applicant, consumer, customer, supplier or other individual, and (iv) can be linked to that job applicant, consumer, customer supplier or other individual. This Notice outlines our general policy and practices for implementing the Privacy Shield privacy principles for Personal Data.

IntellectSpace’s participation in the Privacy Shield is subject to investigation and enforcement by the Federal Trade Commission.

Under certain conditions detailed in the Privacy Shield, Data Subjects may be able to invoke binding arbitration before the Privacy Shield Panel to be created by the U.S. Department of Commerce and the European Commission.

In the event we transfer Personal Data covered by this Privacy Shield Policy to a third party acting as a controller, we will do so consistent with any notice provided to Data Subjects and any consent they have given, and only if the third party has given us contractual assurances that it will (i) process the Personal Data for limited and specified purposes consistent with any consent provided by the Data Subjects, (ii) provide at least the same level of protection as is required by the Privacy Shield Principles and notify us if it makes a determination that it cannot do so; and (iii) cease processing of the Personal Data or take other reasonable and appropriate steps to remediate if it makes such a determination. If IntellectSpace has knowledge that a third party acting as a controller is processing Personal Data covered by this Privacy Shield Policy in a way that is contrary to the Privacy Shield Principles, IntellectSpace will take reasonable steps to prevent or stop such processing. IntellectSpace remains liable under the Privacy Shield Principles if an agent processes personal data covered by this Privacy Shield Policy in a manner inconsistent with the Principles, except where IntellectSpace is not responsible for the event-giving rise to the damage.

In compliance with the Privacy Shield Principles, IntellectSpace commits to resolve complaints about our collection or use of your personal information. EU individuals with inquiries, suggestions or complaints regarding our Private Shield policy should first contact IntellectSpace via email at privacy@intellectspace.com, or in writing at IntellectSpace Corporation 133 Queen Anne Ave North Suite 100, Seattle WA 98109.

IntellectSpace Corp has further committed to refer unresolved Privacy Shield complaints to JAMS, an alternative dispute resolution provider located in the United States. If you do not receive timely acknowledgment of your complaint from us, or if we have not addressed your complaint to your satisfaction, please contact or visit https://www.jamsadr.com/file-an-eu-us-privacy-shield-or-safe-harbor-claim for more information or to file a complaint.

The services of JAMS are provided at no cost to you.

IntellectSpace and the GDPR

The General Data Protection Regulation (GDPR) (EU) 2016/679 is a regulation in EU law on data protection and privacy for all individuals within the European Union and is effective as of May 25, 2018. It addresses the export of personal data outside the EU.

Our policy is to respect all laws that apply to our business and this includes the GDPR. We also appreciate that our customers have requirements under the GDPR that are directly impacted by their use of IntellectSpace products and services. We are committed to helping our customers stay in compliance with the GDPR and their local requirements.

IntellectSpace operates internationally and transfers Personal Identifiable Information (Personal Data) to the United States and other countries for the purposes described in this policy. We rely on multiple legal bases to lawfully transfer Personal Data around the world. These include your consent, the EU-US and Swiss-US Privacy Shield, and EC approved privacy and security protections explained in this Privacy Policy. We are committed to protecting the privacy and confidentiality of Personally Identifiable Information when it is transferred. If you reside in or are located within the European Economic Area (”EEA”) and such transfers occur, we take appropriate steps to provide the same level of protection for the processing carried out in any such countries as you would have within the EEA to the extent feasible under applicable law. We participate in and commit to adhering to the EU-U.S. Privacy Shield Framework when transferring data from the EEA to the United States.

Individuals who reside in or are located in the EEA can access further information about their rights under the GDPR at https://ec.europa.eu/info/law/law-topic/data- protection/reform/rights-citizens/my-rights/what-are-my-rights_en

Privacy Principles

IntellectSpace's practices regarding the collection, storage, transfer, use and other processing of Personal Data comply with the Privacy Shield and GDPR principles of notice, choice, onward transfer, access, security, data integrity, and enforcement and oversight.

1. Notice
We notify our job applicants, consumers, customers, suppliers and others located in the EU about the purposes for which we collect and use Personal Data, the types of third parties to which we disclose the information, the choices job applicants, consumers, customers, suppliers and others have for limiting the use and disclosure of their information, and how to contact us about our practices concerning Personal Data.
When we receive Personal Data from our subsidiaries, affiliates or other entities in the EU, we will use and disclose such information in accordance with the notices provided by such entities and the choices made by the individuals to whom such Personal Data relates.

2. Purpose of Collection and Use of Personal Data
IntellectSpace collects certain Personal Data such as name, company, title, email address, and telephone number. We do not collect sensitive Personal Data of consumers, customers or suppliers, such as information about medical or health conditions, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership or other sensitive information as defined by the Privacy Shield framework.

We use Personal Data of consumers, customers, suppliers and others (i) to respond to your requests, (ii) to evaluate the quality of our products and services, (iii) to communicate with you about our products, services and related issues, (iv) to notify you of and administer offers, contests, sweepstakes and other promotions, and (v) for internal administrative and analytics purposes and to comply with our legal obligations, policies and procedures.

3. Choice
IntellectSpace shares Personal Data with its service providers. With respect to Personal Data we share with other third parties, we provide job applicants, consumers, customers, suppliers and others located in the EU with an opportunity to opt-out of such sharing or have their Personal Data deleted (sometimes called “the right to be forgotten”). Please email us via privacy@intellectspace.com if you would like to opt-out. We do not use Personal Data for purposes incompatible with the purposes for which the information was originally collected without notifying the relevant consumers, customers, suppliers and others of such uses and offering an opportunity to opt- out.

In addition, we may disclose Personal Data (i) if we are required to do so by law or legal process, (ii) to law enforcement authorities or other government officials based on an enforceable government request or as may be required under applicable law, or (iii) when we believe disclosure is necessary or appropriate to prevent physical harm or financial loss or in connection with an investigation of suspected or actual illegal activity.

4. Onward Transfer of Personal Data
We may share Personal Data with service providers we have retained to perform services on our behalf. We require service providers to whom we disclose Personal Data and who are not subject to laws based on the GDPR to either (i) subscribe to the Privacy Shield principles or (ii) contractually agree to provide at least the same level of protection for Personal Data as is required by the relevant Privacy Shield and GDPR principles. If the third party does not comply with its privacy obligations, IntellectSpace will take commercially reasonable steps to prevent or stop the use or disclosure of Personal Data.

5. Access to Personal Data
IntellectSpace provides job applicants, consumers, customers, suppliers and others with reasonable access to the Personal Data maintained about them. We also provide a reasonable opportunity to correct, amend or delete that information where it is inaccurate. We may limit or deny access to Personal Data where providing such access is unreasonably burdensome or expensive under the circumstances, or as otherwise permitted by the Privacy Shield and GDPR principles. To obtain access to Personal Data, job applicants, consumers, customers, suppliers and others may contact IntellectSpace as specified in the "How to Contact Us" section of this Policy.

6. Security
IntellectSpace maintains reasonable administrative, technical and physical safeguards to protect Personal Data from loss, misuse and unauthorized access, disclosure, alteration and destruction.

7. Data Integrity
IntellectSpace takes reasonable steps to ensure that Personal Data collected by IntellectSpace is relevant for the purposes for which it is to be used and that the information is reliable for its intended use and is accurate, complete and current. We depend on our job applicants, consumers, customers, suppliers and others to update or correct their Personal Data whenever necessary.

8. Enforcement and Oversight
IntellectSpace has established procedures for periodically verifying implementation of and compliance with the Privacy Shield principles. We conduct an annual self-assessment of our practices with respect to Personal Data to verify that representations we make about our Personal Data privacy practices are true and that related privacy policies have been implemented as represented.

Job applicants, consumers, customers, suppliers and others residing in the EU may file a complaint with our Legal Department in connection with IntellectSpace's processing of their Personal Data under the Privacy Shield and GDPR principles. If the complaint cannot be resolved through our internal process, we will cooperate with JAMS under the JAMS International Mediation Rules. We will take steps to remedy any problems arising out of a failure to comply with the Privacy Shield and GDPR principles.

How to Contact Us

If you have any questions about this regarding our Privacy Shield Privacy Policy or our practices concerning Personal Data, please email us at privacy@intellectspace.com or write to us at IntellectSpace Corporation, 133 Queen Anne Avenue North, Suite 100, Seattle, WA 98109.

Amendment

The IntellectSpace Privacy Shield Privacy Notice may be amended from time to time in compliance with the requirements of the Privacy Shield principles. Appropriate notice will be given concerning such amendments.

This Privacy Policy was last updated and posted on May 17, 2018.

LiveAlumni Terms of Use

1. Introduction

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.

8. Indemnification

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.

9. Term.

This Agreement commences on the date of User’s first log-in to LiveAlumni and continues indefinitely until terminated by either Party (the “Term”).

10. Termination

Either Party may terminate this Agreement at any time.

11. General     

(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