Terms Of Use

AGREEMENT BETWEEN USER (YOU) AND Intalere, INC. (Intalere)

The Intalere Corporate Website is comprised of various web pages operated by Intalere.
The Intalere Corporate Website is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein and in your Group Purchasing Agreement with Intalere (collectively, the “Agreement”). Your use of the Intalere Corporate Website constitutes your accord to such Agreement.

MODIFICATION OF THESE TERMS OF USE
Intalere reserves the right to change the terms, conditions, and notices under which the Intalere Corporate Website is offered, including but not limited to any charges associated with the use of the Intalere Corporate Website.

LINKS TO OTHER Intalere SYSTEMS
The Intalere Corporate Website may contain links to other Intalere Systems (“Linked Systems”). Intalere is providing these links to you as a convenience to allow users to seamlessly conduct business.

LINKS TO THIRD PARTY SITES
The Intalere Corporate Website may contain links to other Websites ("Linked Sites"). The Linked Sites are not under the control of Intalere and Intalere is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Intalere is not responsible for webcasting or any other form of transmission received from any Linked Site. Intalere is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Intalere of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the Intalere Corporate Website, you warrant to Intalere that you will not use the Intalere Corporate Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Intalere Corporate Website in any manner which could damage, disable, overburden, or impair the Intalere Corporate Website or interfere with any other party's use and enjoyment of the Intalere Corporate Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Intalere Corporate Website.

USE OF COMMUNICATION SERVICES
The Intalere Corporate Website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, brag pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
  • Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consents.
  • Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
  • Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
  • Conduct or forward surveys, contests, pyramid schemes or chain letters.
  • Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
  • Restrict or inhibit any other user from using and enjoying the Communication Services.
  • Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
  • Harvest or otherwise collect information about others, including email addresses, without their consent.
  • Violate any applicable laws or regulations.
Intalere has no obligation to monitor the Communication Services. However, Intalere reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Intalere reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Intalere reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Intalere’s sole discretion.

Always use caution when giving out any personally identifying information in any Communication Service. Intalere does not control or endorse the content, messages or information found in any Communication Service and, therefore, Intalere specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Intalere spokespersons, and their views do not necessarily reflect those of Intalere.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials. You will be responsible for updating your postings to Communication Services to reflect current and accurate information.

MATERIALS PROVIDED TO Intalere OR POSTED ON THE Intalere CORPORATE WEBSITE
Intalere does not claim ownership of the materials you provide to the Intalere Corporate Website (including feedback and suggestions) or post, upload, input or submit to any Intalere Corporate Website or its associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Intalere, its affiliated companies and necessary sub-licensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Intalere is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Intalere's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE Intalere CORPORATE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOU AGREE THAT YOUR ACCESS AND USE OF THE Intalere CORPORATE WEBSITE AND ANY LINKED SYSTEM OR LINKED SITE IS AT YOUR OWN RISK. Intalere DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND REGARDING THE Intalere CORPORATE WEBSITE OR ANY PRODUCTS OR SERVICES PROVIDED ON THE Intalere CORPORATE WEBSITE.

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Intalere CORPORATE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Intalere MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE Intalere CORPORATE WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE Intalere CORPORATE WEBSITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS, AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Intalere MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Intalere CORPORATE WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. Intalere AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Intalere BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Intalere CORPORATE WEBSITE, WITH THE DELAY OR INABILITY TO USE THE Intalere CORPORATE WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Intalere CORPORATE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Intalere CORPORATE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Intalere HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE Intalere CORPORATE WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Intalere CORPORATE WEBSITE.

TERMINATION/ACCESS RESTRICTION
Intalere reserves the right, in its sole discretion, to terminate your access to the Intalere Corporate Website and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this Agreement is governed by and construed and enforced in accordance with the internal laws of the state of Missouri, U.S.A., determined without reference to conflicts of law principles and you hereby consent to this jurisdiction and venue in all disputes arising out of or relating to the use of the Intalere Corporate Website. Use of the Intalere Corporate Website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Intalere as a result of this Agreement or use of the Intalere Corporate Website. Intalere's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Intalere's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Intalere Corporate Website or information provided to or gathered by Intalere with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Intalere, Inc. with respect to the Intalere Corporate Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Intalere with respect to the Intalere Corporate Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:
All trademarks, service marks, logos, branding and trade names used on the Intalere Corporate Website (collectively, the "Marks") are the registered or unregistered Marks of Intalere or the respective owners of each such Mark. Any copying, reproduction, uploading, republishing, posting, re-transmission, distribution, sale, transfer or other use or exploitation of the Intalere Corporate Website, or any Mark or Content in any way, including by email and electronic means, without the prior written consent of Intalere or the respective owner(s) of such Mark or Content, is strictly prohibited and may infringe upon Intalere or such other owner's intellectual property rights. Any use of the Content on any website or networked computer environment constitutes a violation of the copyright, trademark and other proprietary rights in the Content and is expressly prohibited. You are further prohibited from using any Mark for any purpose including, but not limited to, use as meta tags on other pages or sites on the World Wide Web without the written permission of Intalere or such third party which may own the Mark. Nothing contained in these Terms and Conditions or on the Intalere Corporate Website shall be construed as granting, by implication or otherwise, any license or right to any Content or Mark, and you agree that you do not acquire any ownership interest by downloading the Content or any Marks. Request for permission to reproduce any such information should be addressed to the Intalere Webmaster.

All information communicated which is deemed Proprietary Information shall remain the property of Intalere. “Proprietary Information,” as used herein, means all internally generated data or documents that contain technical or other types of information controlled by Intalere to safeguard its competitive edge and particularly that information relating to Intalere’s core business that is not public knowledge, disclosed under this Intalere Corporate Website.

All contents of the Intalere Corporate Website are Copyright 2014 by Intalere. All rights reserved.

LAWS AND REGULATIONS:
Your access to and use of the Intalere Corporate Website is subject to all applicable international, federal, state and local laws and regulations. The use of the Intalere Corporate Website and any products or services obtained through the Intalere Corporate Website is subject to the United States laws and regulations. You agree to comply with all domestic and international laws and regulations that apply to this Intalere Corporate Website and any products or services offered on this Intalere Corporate Website.

Updated 9.20.13