Terms & Conditions
GENERAL TERMS AND CONDITIONS FOR SALES OF PRODUCTS AND SERVICES
All Products and Services to be provided by Intuitive Technology Group are subject to the following terms and conditions (“Terms”). Client consents to the Terms and agrees to be fully bound by them as a condition to Intuitive Technology Group’s provision of the same.
- Products and Services to be Performed. Intuitive Technology Group will furnish the Services and Products described in the Statement of Work, Purchase Order or Products and Services Order (“Purchase Agreement”).
- Acceptance. Client shall accept or reject the Products and Services described in the Purchase Agreement within five (5) business days from receipt thereof. Acceptance will be based upon provision of the Products and/or Products and Services in accordance with the criteria set forth in the Purchase Agreement. If Client does not reject in writing as set forth above, the Products and Services shall be considered to be accepted by Client. Client shall clearly state in writing the reasons for any rejection. The parties will work to resolve any disputes. Within five (5) business days of any notice of rejection, if Intuitive Technology Group agrees that such Products or Products and Services were defective, Intuitive Technology Group shall present a corrective plan of action to Client. Intuitive Technology Group, at no additional expense to Client, shall then make the corrections (and Client shall permit Intuitive Technology Group to make such corrections) and, where applicable, Intuitive Technology Group shall resubmit the corrected Products and Services to Client.
- Fees. Client shall make payments for the Products and Services furnished hereunder, including all of Intuitive Technology Group’s reasonable expenses (approved in advance by Client), at the indicated rates on the Purchase Agreement. Intuitive Technology Group may, at its option and at the end of term of any Purchase Agreement, change such established price schedule by giving Client fifteen (15) days prior written notice.
- Invoicing. Intuitive Technology Group shall invoice Client as services are performed or as product is delivered. Such invoice shall be due and payable within thirty (30) days from the invoice date. In the event any invoice is not paid when due, Intuitive Technology Group may, without limitation as to its remedies, at its discretion, upon written notice to Client, suspend the furnishing of Products and Services or immediately terminate the Purchase Agreement. Client shall be responsible for payment for all Products and Services rendered through and including the date of termination. Client agrees that it is responsible for all of Intuitive Technology Group’s costs and expenses, including but not limited to Intuitive Technology Group’s reasonable attorneys’ fees, in connection with Intuitive Technology Group’s collection or pursuit of any monies owed to it by Client under the Purchase Agreement. Client further agrees it is responsible for interest at the maximum rate allowed by law on all past due balances.
- Infringement of Software and Limits on Use. Client will not permit any third party to access or use any of Intuitive Technology Group’s Products and Services or systems except as permitted in the Purchase Agreement. Client agrees not to exploit the Products and Services, systems or data provided or available to Client, in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Products and Services, software code, systems or data other than for authorized or legal purposes. Any attempt to do so is a violation of the rights of Intuitive Technology Group and third parties. Copyright and other intellectual property laws protect the Intuitive Technology Groups’ Products and Services, systems and products and Client agrees to abide by and maintain all notices, license information, and restrictions contained therein. Client may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the same in whole or in part. Client may not decompile, reverse engineer, disassemble or attempt to derive the source code of any security components or any software components of the Products and Services, systems or products. Use of the same to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so. Intuitive Technology Group retains ownership of all its rights, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Intuitive Technology Group intellectual property. Client warrants and represents that all manufacturer supplied and other non-owned or non-licensed software in use by Client has been procured by Client under valid licenses from the owner of the software and that Client shall not, during the term of the Purchase Agreement, be in default under any such license. Client shall indemnify and hold Intuitive Technology Group harmless from and against any loss, cost, expense (including but not limited to reasonable attorneys’ fees and costs), liability, judgment or claim resulting from violations or breaches of the Purchase Agreement.
- Intellectual Property. Intuitive Technology Group acknowledges that Client shall retain all title to and rights in intellectual property provided by Client to Intuitive Technology Group under the Purchase Agreement. Intuitive Technology Group agrees to provide to Client a perpetual, non-exclusive, license to use the custom software and programming developed by Intuitive Technology Group specifically for Client for the purposes for which it is designed pursuant to the Purchase Agreement. Client shall have no right, title or interest in any of Intuitive Technology Group’s proprietary intellectual property and any third party intellectual property that may be incorporated into any work product. Notwithstanding anything to the contrary in the Purchase Agreement, Client agrees that Intuitive Technology Group, its employees and agents shall be free to use and employ their general skills, know-how and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the course of any Purchase Agreement performed hereunder, subject to its obligations respecting Client’s Confidential Information pursuant to the Purchase Agreement. Client understands and agrees that Intuitive Technology Group may perform similar Products and Services for third parties using the same personnel that Intuitive Technology Group may utilize for rendering Products and Services for Client hereunder, subject to Intuitive Technology Group obligations respecting Client’s Confidential Information pursuant the Purchase Agreement.
- Limitation of Liability. Intuitive Technology Group shall not be liable for loss of profits, interruption of business, indirect, special, incidental, and consequential or exemplary damages in connection with the Purchase Agreement regardless of the form of action (whether in contract, tort, negligence, strict liability, statutory liability or otherwise) and regardless of whether Intuitive Technology Group was made aware of the possibility of such damages or losses. Moreover, Intuitive Technology Group’s liability, with respect to all other matters, shall be limited to the consulting fees it received from Client relating to the Purchase Agreement.
- No Warranty. Intuitive Technology Group makes no warranty, guarantee or representations, either express or implied, as to any matter whatsoever in connection with the Products and Services or deliverables it provides to Client, including but not limited to the accuracy or archival quality or freedom from error of its Products and Services and programs, their merchantability, or their fitness for any particular purpose whether provided directly by Intuitive Technology Group or others.
- Third Party Software Products. In addition to obtaining the Products and Services pursuant to the Master Products and Services Agreement (as applicable) and the Purchase Agreement, the parties acknowledge that Client may elect from time-to-time to obtain from Intuitive Technology Group “off the shelf” third party software products (“Software Products”) provided by Symantec or other third parties (“Licensor”). Such Software Products are not within the definition of Products and Services hereunder and are provided subject to the terms of such Licensor’s separate and distinct software license agreement. Client acknowledges that Intuitive Technology Group offers no warranty, express or implied, whether oral or written, including but not limited to implied warranties of merchantability, non-infringement, and fitness for a particular purpose regarding such Software Products other than provided directly by such Licensor, and all of Client’s rights regarding such Software Products are exclusively subject to the Licensor’s terms regarding warranty, use or return.
- Governing Law and Forum. The Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to conflicts of law principles. The parties agree that the exclusive venue for any claims or actions arising under or in relation to the Purchase Agreement and the rights, responsibilities, and duties of the parties hereunder shall be in Minneapolis, Minnesota, and the parties hereto hereby consent to and submit to the jurisdiction of said courts for the purpose of litigating any action.
- Contractor Status. Intuitive Technology Group shall have sole control of the time, manner and means of performing its work and rendering Products and Services. Intuitive Technology Group does not have, nor shall it hold itself out as having, any right, power or authority to create or assume any contract or obligation, either express or implied, or to make any representation, statement or warranty, on behalf of, in the name of, or binding upon Client, unless Client shall consent thereto in writing. Intuitive Technology Group’s status is that of an independent contractor of Client. Nothing herein shall be construed to make the parties hereto an agent, partner or joint venturer of the other. Each party assumes full responsibility for its own employees, agents and contractors, in all respects.
- Modification or Amendment. No modification or amendment of any Purchase Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both parties. These Terms may be incorporated by reference in any applicable Purchase Agreement. These Terms may be updated and amended by Intuitive Technology Group from time to time, with the updtaed Terms being provided to Client or posted on Intuitive Technology Group’s website.
- Waiver. Any waiver of a provision, term, condition or covenant of the Purchase Agreement or these Terms shall only be valid if the waiver is in writing and signed by an authorized representative of the party to be charged with the waiver.
- Entire Agreement. The Purchase Agreement these Terms and any amendments thereto, shall constitute the entire Agreement between the parties. Any pre-printed terms and conditions on any Client Purchase Orders, acknowledgment forms, or other forms or documents have no binding effect upon Intuitive Technology Group, shall not apply, and are expressly objected to by Intuitive. The Purchase Agreement and Terms supersede all prior oral and written communications, agreements and understandings of the parties with respect to the subject matter herein.
WEB SITE USE TERMS AND CONDITIONS
Your access to and use of this site is subject to the following terms and conditions and all applicable laws. By accessing and using this site, you accept the following terms and conditions, without limitation or qualification.
Unless otherwise stated, the contents of this site including, but not limited to, the text and images contained herein and their arrangement are the property of Intuitive Technology Group. All trademarks used or referred to in this website are the property of their respective owners.
Nothing contained in this site shall be construed as conferring by implication, estoppel, or otherwise, any license or right to any copyright, patent, trademark or other proprietary interest of Intuitive Technology Group or any third party. This site and the content provided in this site, including, but not limited to, graphic images, audio, video, html code, buttons, and text, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, without the prior written consent of Intuitive Technology Group, except that you may download, display, and print one copy of the materials on any single computer solely for your personal, non-commercial use, provided that you do not modify the material in any way and you keep intact all copyright, trademark, and other proprietary notices.
The information provided on this site is free of charge and for informational purposes only and does not create a business or professional services relationship between you and Intuitive Technology Group. Links on this site may lead to services or sites not operated by Intuitive Technology Group. No judgment or warranty is made with respect to such other services or sites and Intuitive Technology Group takes no responsibility for such other sites or services. A link to another site or service is not an endorsement of that site or service. Any use you make of the information provided on this site, or any site or service linked to by this site, is at your own risk.
This site and its contents are provided “as is” and Intuitive Technology Group makes no representation or warranty of any kind with respect to this site or any site or service accessible through this site. Intuitive Technology Group expressly disclaims all express and implied warranties including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In no event will Intuitive Technology Group be liable to any party for any direct, indirect, incidental, special, exemplary, consequential, or other damages (including, but not limited to, lost profits, business interruption, loss of programs or data) without regard to the form of action and whether in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with this site, any content on or accessed through this site or any site service linked to, or any copying, displaying, or use thereof.
You are responsible for complying with the laws of the jurisdiction from which you are accessing this site and you agree that you will not access or use the information on this site in violation of such laws. Unless expressly stated otherwise herein, any information submitted by you through this site shall be deemed non-confidential and non-proprietary. You represent that you have the lawful right to submit such information and agree that you will not submit any information unless you are legally entitled to do so. Because of the open nature of the Internet, we recommend that you not submit information you consider confidential.
Intuitive Technology Group does not accept unauthorized idea submissions outside of established business relationships. To protect the interests of our current clients and ourselves, we must treat the issue of such submissions with great care. Importantly, without a clear business relationship, Intuitive Technology Group cannot and does not treat any such submissions in confidence. Accordingly, please do not communicate unauthorized idea submissions to Intuitive Technology Group through this website. Any ideas disclosed to Intuitive Technology Group outside a pre-existing and documented confidential business relationship are not confidential and Intuitive Technology Group may therefore develop, use and freely disclose or publish similar ideas without compensating you or accounting to you. Intuitive Technology Group will make every reasonable effort to return or destroy any unauthorized idea submissions without detailed review of them. However, if a review is necessary in Intuitive Technology Group’s sole discretion, it will be with the understanding that Intuitive Technology Group assumes no obligation to protect the confidentiality of your idea or compensate you for its disclosure or use. By submitting an idea or other detailed submission to Intuitive Technology Group through this website, you agree to be bound by the terms of this stated policy.