PLEASE READ THIS DOCUMENT CAREFULLY

These Terms of Use (“Terms”) were last updated on October 9, 2020 and apply to the use of Intelligent Shift, LLC d/b/a Intelligent Agile’s Web sites and its subsidiaries’ and affiliates’ Web sites, and other websites that we operate and link to these Terms (collectively, “Web sites” and individually “Web site”).   Intelligent Shift, LLC and any of the companies that it controls, such as its subsidiaries and affiliates, are collectively referred to throughout this Privacy Policy as “we” or “us” or “our”.

These Terms describe rules for visitors and users of this Web site. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. You shall also be subject to any posted guidelines or rules applicable to the Web sites, which may be posted and modified from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. By using this Web site, it means you accept the most recent version of the Terms and agree to be bound by the Terms. If you do not accept these Terms, please do not use this Web site. Please read our Privacy Policy at www.intelligentagile.com/privacy to learn how we protect and use information that we gather through this Web site.

 

Our Copyrights and Trademarks

The materials on this Web site (including, but not limited to text, graphics, photographs, images, illustrations, artwork, design, layout, user interfaces, appearance, audio clips, video clips, trademarks, logos, icons, software and computer code) belong to or are licensed to us. The materials are protected by United States and international copyright laws. There are some important rules about copying these materials. You may e-mail, download, or print copies of the materials on this Web site, but only for your personal, noncommercial use. When you e-mail, download, or print a copy of the materials on this Web site, you must also include all copyright and other notices that are in the materials, including the copyright notice on the bottom of the page. You shall abide by all copyright notices, information, and restrictions. Except in strict accordance with the limited permission set forth above or where otherwise permitted by applicable laws, copying, using, storing, distributing, reproducing, mirroring, framing, publicly displaying, publicly performing, translating, creating derivative works of, re-publishing or transmitting any materials for any other purpose, including without limitation, commercial use, is prohibited without prior written permission from us.

The names, marks, and logos appearing on this site are, unless otherwise noted, trademarks owned by or licensed to us or an affiliated company. These items are protected by United States and foreign of trademark laws. A ® following a name on our Web site indicates that the trademark has been registered in the United States. A ™ following a name on our Web site indicates that it is an unregistered trademark. All trademarks are the property of their respective owners.

There may be special rules for the use of materials provided on certain parts of this Web site. These special rules will be posted near the materials.

If you use the materials or trademarks on this Web site in a way that is not clearly allowed by these Terms, you are violating your agreement with us and may be violating copyright, trademark, and other laws. Any use of our marks contrary to these terms and conditions will result in the automatic revocation of your permission to use this Web site. Title to the materials remains with us or with the authors of the materials contained on this Web site. All rights not expressly granted are reserved.

 

Links to This Web Site and Use of Our Marks

You are hereby granted a non-exclusive, limited, and revocable license to link to this Web site. We reserve the right to revoke this license generally, or your right to use specific links, at any time. If we revoke this license, you agree to remove and disable any and all of your links to this Web site immediately.

You agree not to present the link to this Web site in such a way that it is associated with advertising or appears to be an endorsement of any organization, product, or service. You agree that the link will not appear on a Web site that a reasonable person may consider obscene, defamatory, harassing, grossly offensive, or malicious. Under no circumstances may you "frame" this Web site or any of its content or copy portions of this Web site to a server. You agree not to display or use our logo or trademark in any manner without our prior written permission.

 

Digital Millennium Copyright Act (the “DMCA”) and Notice Procedure 

We will respond to allegations of copyright infringement in accordance with the DMCA. If you believe that your work was copied or posted on the Web site in a way that constitutes copyright infringement, please contact our designated agent: DMCA.Agent@intelligentshift.com.

Your notification of alleged infringement must comply with the provisions of the DMCA and must include the following information:

(1) a description of the copyrighted work which you claim has been infringed (if you are not the owner of the work, you must also include your electronic or digital signature as a person authorized to act on behalf of the copyright owner);

(2) a description of where the allegedly infringing material is located on the Site;

(3) information reasonably sufficient to permit us to contact you (such as an address, telephone number, and, if available, an email address where you may be reached);

(4) a statement that you have a good faith belief that the use of the allegedly infringing material is not authorized by the copyright owner, its agent, or the law; and

(5) a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Upon receipt of such written notification, conforming to the DMCA and containing the information described above, we will remove or disable access to the allegedly infringing material, forward the written notification to the alleged infringer, and attempt to promptly notify the alleged infringer that the allegedly infringing material has been removed.

If allegedly infringing material is removed by us, the alleged infringer may deliver a counter-notification to our designated agent which complies with the provisions of the DMCA and includes the following information: 

(1) a physical or electronic signature of the alleged infringer;

(2) a description of the of the material that has been removed, or to which access has been disabled, and the location at which the material appeared on the Site before it was removed or access to it was disabled;

(3) a statement, under penalty of perjury, that the alleged infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

(4) the alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of United States District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which Company may be found, and that the alleged infringer will accept service of process from the person who provided the notification or an agent of such person.

Upon receipt of a counter-notification, conforming to the DMCA and containing the information described in above, we will promptly provide the party who delivered the original notification with a copy of the counter-notification and inform you that it will replace the removed material, or cease disabling access to it, within ten business days. If our designated agent does not receive notice from you that an action has been filed seeking a court order to prohibit the alleged infringer from engaging in the infringing activity complained of in the original notification, we will replace the removed material, or cease disabling access to it, within ten to fourteen business days after receipt of the counter-notification.

 

Links to Other Web Sites

This Web site may contain links to Web sites not operated by us. We provide these links for your convenience, but we do not review, control, or monitor the materials on any other Web sites. These Web sites may contain information about uses of our products, services or therapies that have not been approved in the United States. We do not control or endorse this type of information. We are not responsible for the performance of those Web sites or for your business dealings with them. Your use of other Web sites is subject to the terms of use of those Web sites, including the privacy policies of those Web sites. If you decide to visit any third-party sites using links from this Web site, you do so at your own risk.

 

Your Feedback, Comments and Ideas and Conduct

While we are pleased to receive feedback, comments and ideas from visitors to this Web site, we want you to understand that any information that you submit through this Web site will be considered non-personal, non-confidential, and non-proprietary (other than personal information, as that term is defined in our Privacy Policy).

If you provide any ideas, information, concepts, know-how, techniques or materials to us through this Web site, you hereby grant us an unrestricted, royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, publish, reproduce, display, perform, modify, adapt, edit, translate, create derivative works from, incorporate in other works, transmit,  distribute, sublicense (through multiple tiers) and otherwise exploit them (in whole or in part) in any form, medium or technology now known or hereafter developed, without payment to you or any third parties. You agree unconditionally that we are free to use them for any purpose. Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the ideas, information, concepts, know-how, techniques and materials and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the ideas, information, concepts, know-how, techniques and materials you submitted for the purposes contemplated in this license and that neither the ideas, information, concepts, know-how, techniques and materials nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the ideas, information, concepts, know-how, techniques and materials by a breach of these Terms.

 

As a user of this Web site, you are responsible for your own communications and the consequences of posting them. Therefore, do not do any of the following things:

• transmit to us material that is copyrighted, unless you are the copyright owner or have the permission of the copyright owner to post it;

• send material that reveals trade secrets, unless you own them or have the permission of the owner;

• send material that infringes on any other intellectual property rights of others or on the privacy or publicity rights of others;

• send material that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user or any other person or entity;

• send advertisements or solicitations of business;

• impersonate another person.

 

If you believe that anything posted on the Web site infringes or may infringe the rights of others, including copyright, please notify us by email at contact@intelligentshift.com.We will investigate your claim and take the appropriate action in response.

In respect to your conduct when accessing or using the Web site:

• you agree not to interfere with or disrupt the Web sites or the servers or networks connected to the Web sites, or disobey any requirements, procedures, policies or regulations of networks connected to the Web sites;

• you agree not to engage in any activity that would constitute a criminal offense or give rise to a civil liability;

• you agree not to impersonate any person or entity, including, but not limited to, us or any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity;

• you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally-identifiable information about users of the Web site or posting private information about a third party.

 

Registration

You may be given the opportunity to register via an online registration form. We will use the information you provide in accordance with the Privacy Policy. By registering you represent and warrant that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information so that it remains current, complete and accurate. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Web sites and all charges related to the same.

 

Limitation of Liability

Although we strive for accuracy in all elements of the Web site material, it may contain inaccuracies or typographical errors. Additionally, while users of this Web site are bound by these terms and conditions not to submit false material, we cannot be responsible for the violation of these terms by users, or for the reliance by users upon false or misleading material submitted by other users. We make no representations about the accuracy, reliability, validity, completeness, or timeliness of the material on this Web site or about the results to be obtained from using the Web site or from relying on its material. You use the Web site and its material at your own risk. The site material may not always be the most current source of information, and we disclaim any duty to update this Web site or the site material, and also disclaim liability for any failure to update this Web site or the site material. In addition, the site material available on this Web site is provided as a convenience only.

 

Disclaimer of Warranty

WE DO NOT WARRANT THAT THE WEB SITE WILL OPERATE ERROR-FREE OR UNINTERRUPTED OR THAT THE WEB SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES, WORMS OR OTHER HARMFUL MATERIAL. YOU EXPRESSLY AGREE THAT USE OF THE WEB SITE IS AT YOUR SOLE RISK. IF YOUR USE OF THE WEB SITE OR THE SITE'S MATERIAL RESULTS IN ANY COSTS OR EXPENSES, INCLUDING, WITHOUT LIMITATION, THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS OR EXPENSES.

THIS WEB SITE AND ITS MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW. OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS, WE DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. ALTHOUGH WE STRIVE TO PROVIDE THOROUGH AND ACCURATE MATERIALS ON OUR WEB SITE, WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, INFORMATION, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.

 

Disclaimer of Damages

By accessing the Web site, you acknowledge and agree to our disclaimer of any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. If you do not agree, you should not access or use the Web site.

FUTHER, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL WE OR ANY THIRD PARTIES MENTIONED ON THE SITE BE LIABLE FOR TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES,  LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE MATERIAL ON THIS WEB SITE OR SITES LINKED TO THIS WEB SITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEB SITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEB SITE, BASED ON ANY CAUSES OF ACTION INCLUDING WITHOUT LIMITATION WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEB SITE OR ANY OTHER THIRD PARTIES.

IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

 

Indemnity

By using this Web site, you agree to defend, indemnify, and hold harmless us, our officers, directors, employees and agents from and against any and all losses, claims, damages, costs and expenses (including reasonable legal and accounting fees) that we may become obligated to pay arising or resulting from your use of the site materials or your breach of these Terms. We reserve the right to assume or participate, at your expense, in the investigation, settlement and defense of any such action or claim. In such event, you shall provide us with such cooperation as is reasonably requested by us.

 

Other Rules About This Web Site

In addition to the rules in these Terms and the Privacy Policy, you may be subject to additional terms that may apply when you access particular services or materials on certain areas in this Web site, such as when you follow a link from this Web site. Please read our Privacy Policy at www.intelligentagile.com/privacy to learn how we protect and use information that we gather through this Web site.

The headings used herein are for convenience only. Such shall not be given any legal import of their own.

We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Web site in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms.

Your obligations under this section and the sections called "Your Feedback, Comments and Ideas and Conduct", "Limitation of Liability", "Disclaimer of Warranties", "Disclaimer of Damages", and "Indemnity" will survive termination of these Terms.

These Terms and the provisions within them are for our benefit and for the benefit of our third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any of these Terms shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

If you violate these Terms or the Privacy Policy in a way that causes harm to others, you agree to hold us harmless against any liability for that harm.

By using this Web site, you agree that the only proper jurisdiction and venue for any dispute with us, or in any way relating to your use of this Web site, is in the state and federal courts in the Commonwealth of Virginia. You further agree and consent to the exercise of personal jurisdiction in these courts in connection with any dispute involving us and our employees, officers, directors, agents, or suppliers and waive any claim that any legal proceeding (including, without limitation, any tort claim) brought in accordance with this clause has been brought in an inconvenient forum or that the venue of that proceeding is improper.

These Terms are governed by the internal substantive laws of the Commonwealth of Virginia, without regard to its conflict of laws principles, and the federal laws of the United States. All questions about Privacy are addressed by the Privacy Policy. Except as written in any other disclaimers, policies, Privacy Policy, or other notices on this Web site, this Terms of Use and the Privacy Policy are the complete agreement between you and us with respect to your use of this Web site and with respect to the subject matter hereof.

 

Questions, Comments, and Notices

We may deliver notice to you by electronic mail, a general notice on this Web site, or by written communication delivered to your email on record with us or in any other way which you provide and for which you have given consent.

 

You may deliver notice to us in writing by using the Contact form on our Web site or by emailing us at contact@intelligentshift.com.