Provision of Service. Intradiem will provide Customer with access to Intradiem’s hosted software solution, the “Service”, which includes use of one content bundle, all documentation, logins sufficient for the number of user licenses the Customer has ordered, and Support Services. Intradiem is responsible for obtaining and maintaining all of the hardware, software and communications equipment necessary to make the solution available to the Customer via the internet. Intradiem is responsible for licensing any 3rd party software elements in the Service, content bundles and documentation.
Customer is responsible for obtaining and maintaining the desktop hardware and software, and any internal communications equipment necessary to enable Customer and its users to access the internet. Customer is also responsible for the safekeeping of the user logins. Customer's right to use the Service, Content, and Documentation will be effective for the Initial Term as specified in each individual Order.
Ownership. Intradiem and its licensors retain exclusive ownership of the Service, the Software elements of the Service, the Content, and the Documentation and all worldwide intellectual property rights therein. Customer is not acquiring any right or interest in the Service, the software elements of the Service, the content bundles, the methodology, or the technical documentation.
Restrictions on Use. Customer may not: (a) Sublicense, transfer, or otherwise assign its rights to use the Service in whole or in part, to any third-party nor allow any third-party to access or use the Service.
Exclusive Warranties. Intradiem warrants that Customer will have a 99.9% rate of Service availability. Intradiem warrants that it will provide the Service in accordance with the terms of this Agreement and that the Service will conform in all material respects with the then current technical documentation. Intradiem shall not be responsible for any failures, degradation, or unavailability of the Service resulting from causes beyond the control of Intradiem. The Service does not include obtaining Customer access to the Internet for connecting to the Service. Customers acknowledges that the operation and availability of the communications systems used for accessing and interacting with the Service (e.g., the public telephone computer networks and the Internet) can be unpredictable and may, from time to time, interfere with or prevent access to the Service or its operation. Intradiem is not in any way responsible for any such interference with or prevention of your use of or access to the Service.
Limitation of Liability. IN NO EVENT WILL Intradiem BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, IN ANY WAY RELATED TO THIS AGREEMENT, THE PERFORMANCE OF ANY SERVICES PURSUANT TO THIS AGREEMENT, OR USE OF THE SERVICE, WHETHER IN AN ACTION IN CONTRACT, BREACH OF WARRANTY, OR TORT.
Intradiem has no responsibility under warranty, indemnification or otherwise, for the modification or customization of any Intradiem software by any Intradiem customer, web site user or any third party even if such customization and/or modification is done using Intradiem. tools, training or methods documented by Intradiem.
Customer Indemnification. Customer will indemnify, defend, and hold Intradiem harmless from any loss, damage, or cost arising out of any third party claim that the Customer data or courseware created and deployed by Customer within the Intradiem Service infringes, misappropriates or violates any copyrights, trademarks, trade secrets or other proprietary rights of, or has otherwise caused harm to a third party.
Intradiem Indemnification. Intradiem will indemnify, defend, and hold Customer harmless from any loss, damage or cost arising out of any third party claim that the Service, used as contemplated hereunder, infringes any copyright, trade secret, or United States patent right of any other party. At Intradiem's option, Intradiem may satisfy its entire obligation by either: (a) modifying or replacing the Service so that it performs comparable functions without infringement; or (b) refunding to Customer an amount equal to the Service fees paid with respect to the infringing Service, less the portion of the fees attributable to the period over which Customer actually used the Service.
Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Georgia, without reference to its conflicts of law provisions.
No Assignment. Neither Party may assign or sublicense its rights or obligations without the prior express written consent of the other Party. Such consent shall not be unreasonably withheld.
Force Majeure. Neither Party will be held responsible for any delay or failure in performance (other than payment obligations) to the extent that such delay or failure is caused by fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, act of God, acts or omissions of carriers, or other similar causes beyond its control.
Fees. Intradiem may change the schedule of fees or the terms of this Agreement from time to time. Intradiem will post the revised fees and/or Agreement on our website. Customers will be notified of any change in monthly fees at least 60 days in advance of the effective date. If a fee increase or change to this Agreement is not acceptable, you may cancel the Service as provided within the Agreement prior to the time when it takes effect. Continuing to use the Service constitutes your agreement to all changes.
Late Payment. Intradiem reserves the right to suspend the provision of Service to the Customer if payments are not received in a timely manner.