September 20, 2013
Part 1 – General Terms
INTRALINKS® VIA SERVICE (THE “TRIAL SERVICE”). BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING YOUR ACCEPTANCE OR BY USING THE TRIAL SERVICE (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY AND ABIDE BY THE TERMS AND CONDITIONS SET FORTH IN THIS INTRALINKS VIA TRIAL AGREEMENT (THE “AGREEMENT”). YOU AGREE THAT YOUR ACCEPTANCE OF THIS AGREEMENT IN ACCORDANCE WITH THE PRECEDING SENTENCE IS INTENDED TO HAVE THE SAME FORCE AND EFFECT AS IF THIS AGREEMENT WERE PHYSICALLY SIGNED. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT, YOU MUST NOT CLICK THE BOX INDICATING ACCEPTANCE AND YOU SHOULD NOT USE THE SERVICE AND MUST PROMPTLY DESTROY OR DELETE ANY MATERIALS IN YOUR POSSESSION RELATING TO THE TRIAL SERVICE. YOU ACKNOWLEDGE AND AGREE THAT (I) YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER AND (II) YOU HAVE THE AUTHORITY TO BIND THAT ORGANIZATION TO THIS AGREEMENT. IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. IN THIS TRIAL AGREEMENT, “YOU” OR “YOUR” REFERS TO THE ENTITY ON WHOSE BEHALF THIS AGREEMENT IS SIGNED AND “INTRALINKS, INC.” OR “INTRALINKS” REFERS TO INTRALINKS, INC. AND ITS AFFILIATES. .
You may not access the Trial Service if You or any of Your affiliates are in any way affiliated with our direct competitors, except with the prior written consent of an authorized officer of Intralinks. In addition, You may not access the Trial Service for any competitive purposes or on behalf of or for the benefit of anyone other than Your employer.
1. ACCESS TO THE INTRALINKS TRIAL SERVICE
The Trial Service is designed to enable business communities to share information and collaborate (the “Trial Service”). You can access the Trial Service through Intralinks' web site or through standalone software utilities designed for use with the Trial Service (if made available to You). The Trial Service includes but is not limited to any images, "applets", photographs, animations, video, audio and text incorporated into the Trial Service by Intralinks, the "look and feel" of the Trial Service, and any proprietary software provided to You by Intralinks for the purpose of accessing and using the Trial Service. The Trial Service does not include any data or materials sent, posted or received by You through the Trial Service including the text of a message and attachments thereto (such data and materials are collectively referred to as, the "Content").
Subject to Your compliance with the terms of this Agreement, Intralinks grants You a temporary, non-exclusive, non-sublicensable, revocable, non-transferable, limited right and license (the " Trial License") to access the Trial Service for business purposes only and consistent with the terms and conditions of this Agreement. Your use of a standalone software utility to access and use the Trial Service will also be governed by and will be in accordance with the terms of this Agreement. Standalone software utilities may include automatic update technology designed to automatically download updates to the utility to Your computer, and You consent to the receipt of such updates. This Agreement will apply to all use of the Trial Service using Your Intralinks ID(s) and password(s) (and any use of the Service by You via a standalone software utility configured to access the Service with a "role" Intralinks ID and password). In the event that You are also a user of Intralinks Exchanges (also known as VDRs) or Intralinks Courier, this Agreement does not affect or govern Your use of any such Intralinks Exchanges or Intralinks Courier. To the extent You initiated the Trial Service directly with Intralinks’ sales organization for an enterprise-level trial, You are authorized to permission other individuals to create work streams, subject to the terms of this Agreement.
Access to the Trial Service is provided via the Internet through the World Wide Web. You are required to supply all software or hardware needed by You to access the Service, such as a computer, an Internet connection, and compatible Web browser software. In addition, You may be required to download and/or install additional software (e.g., certain software plug-ins or software applications) in order to access certain data on the Service.
The Trial Service may contain one or more hyperlinks to third-party websites and services. Intralinks and any workspace sponsor(s) are not responsible for information gathered from, or the use of, any of these third-party websites and services.
Intralinks reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop the Service altogether with or without advance notice.
2. OWNERSHIP OF THE INTRALINKS VIA SERVICE; ACCEPTABLE USE
Intralinks is only providing You with the right to access and use the Trial Service. Intralinks retains sole and exclusive ownership of and all right, title, and interest in and to the Trial Service (including ownership of all trade secrets, trade dress, copyrights, and other intellectual property rights pertaining to the Service, but not including the Content) and to all modifications and enhancements of the Service, subject only to the rights and privileges expressly granted to You by Intralinks through this Agreement. In addition, the Service is presented with a distinctive "look and feel," and this "look and feel" is the proprietary property of Intralinks. Intralinks reserves all rights in and to the Trial Service not expressly granted under this Agreement. You must not place any claims, liens, or encumbrances on the Trial Service.
The Service is protected by U.S. copyright and other U.S. and international laws and international treaty provisions. You may not use, copy, modify, or distribute the Service (electronically or otherwise), including the source code for any portion of the Service, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Intralinks hereunder or otherwise in writing. You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Service, except where such action is necessary to develop an independent interoperable program (and in such circumstances such action shall only be permitted on the prior written consent of Intralinks, such consent not to be unreasonably withheld or delayed). You may not sell, transfer, lease, assign, rent, or sublicense the rights granted to You under this Agreement, or make the Service available for the use of other persons through Your User ID. You may not use any portion of the Service or any standalone utility provided for use with the Service for any purpose other than its intended purpose.
You must not use the Trial Service to harm others or the Trial Service or any other of Intralinks services or products. For example, You must not use the Service to harm, threaten, or harass another person, organization, or Intralinks. You must not: damage, disable, overburden, disrupt or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities; or use any automated process or Service (such as a bot, a spider, or periodic caching of information stored by Intralinks) to access or use the Service. In addition, You promise that You will not and will not encourage or assist any third party to:
(a) remove, obscure or alter any proprietary rights notice pertaining to the Service;
(b) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
(c) access or attempt to access Intralinks' other accounts, computer systems or networks not covered by these Terms, through password mining or any other means;
(d) cause, as determined by Intralinks’ in its sole discretion, inordinate burden on the Service or Intralinks' system resources or capacity.
You acknowledge that the Service (including without limitation standalone software utilities and documentation) has been developed by Intralinks at great expenditures of time, resources, and money and is considered proprietary and confidential by Intralinks. Therefore, You undertake that except as needed to use the Service, You will not disclose details about the Service to any third party and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof. This Confidentiality section does not cover Your disclosure of the Content, but Your ability to disclose the Content may be governed by other confidentiality obligations.
4. TERM; TERMINATION; ACCESS TO THE TRIAL SERVICE
The term of this trial is thirty (30) days, unless otherwise extended by Intralinks. This agreement governs Your use of the Trial Service for the entire trial period, including extensions, if any. Intralinks may terminate this Agreement or suspend Your access to the Trial Service, or Your right to use any standalone software utility at any time with immediate effect. You may terminate this Agreement or cease using the Trial Service at any time. Without limiting the foregoing, Intralinks may immediately suspend Your access to the Trial Service or any utility used by You to access or use the Trial Service if Your use of the Trial Service or that utility (a) may, in our reasonable opinion, impair the ability of other End Users to access or use the Service, or (b) is, in our reasonable opinion, in violation of any federal, state, local, or foreign laws, rules, regulations, and ordinances or (c) is in violation of this Agreement. If You enter into an agreement to purchase the Service from Intralinks, this Agreement shall be superseded by such agreement.
Upon termination of this Agreement, the Trial License granted pursuant to this Agreement will terminate, and You must immediately cease all access to and use of the Trial Service through any means and You may no longer have access to the Content. Upon termination of this Agreement for any reason or upon discontinuance or abandonment of Your use of the Trial Service, You must promptly destroy all materials in Your possession pertaining to the Trial Service (including all copies thereof and any proprietary software Intralinks provided to You, but not including any Content which is rightfully in Your possession). You agree to promptly provide Intralinks with written certification of Your compliance with the terms of this paragraph upon Intralinks' request.
ANY CONTENT YOU ENTER INTO THE TRIAL SERVICE DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UPON TERMINATION; UNLESS OTHERWISE AGREED BY INTRALINKS. UPON TERMINATION, INTRALINKS WILL HAVE NO OBLIGATIONS TO YOU FOR ANY CONTENT STORED IN THE TRIAL SERVICE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY OBLIGATIONS TO MAINTAIN SUCH DATA OR FURNISH THE CONTENT TO YOU OR ANY THIRD PARTY FOR DELETION OR ERASURE OF SUCH CONTENT. FOR THE AVOIDANCE OF DOUBT, UPON TERMINATION, THE CONTENT MAY BE DELETED BY INTRALINKS.
5. COMPLIANCE WITH LAWS
You acknowledge and agree that Your access to and use of the Service, may be subject to applicable foreign, federal, state and/or local laws, ordinances, rules, and regulations, including without limitation, the rules and regulations of foreign, federal, state, and/or local agencies, such as the Federal Communications Commission and/or the Securities and Exchange Commission (each such agency, a "Regulatory Agency"). You agree to comply with all laws, ordinances, rules, regulations, and/or requirements imposed by any government or Regulatory Agency on Your use, transmission, and disclosure of any data or information via the Service. You also represent and warrant that any data, media, or other content You disseminate through the Service does not violate the intellectual property rights or other rights of any third party.
6. NO WARRANTY
You acknowledge that neither Intralinks nor any other third party partner or agent of Intralinks involved in the provision of the Trial Service (each such third party, a "Third Party Provider") can ensure that the operation of, performance of, and/or access to the Trial Service will be uninterrupted or error-free. Intralinks does not and cannot control the flow of data to or from the Trial Service, as such flow depends in large part on the performance of computer hardware and Internet services and software provided or controlled by third parties (including You), on the public Intranet infrastructure, and on other events beyond the reasonable control of Intralinks. At times, action or inaction of third parties, hardware/software problems with the public Internet infrastructure or with Your computing equipment, or other events beyond the reasonable control of Intralinks can impair or disrupt Your connection to the Trial Service. Therefore in connection with this Trial Service, Intralinks will not be liable for any such interruptions in Your ability to access the Trial Service resulting from or related to such services, software, or events.
You acknowledge and agree that Intralinks shall not be responsible for the substance of the Content or the modification, use or publication of the Content by You or any other third party (other than Intralinks' agents and subcontractors). Intralinks shall not be responsible for the accuracy, nature, content or completeness of information obtained by You from the Trial Service.
THE TRIAL SERVICE IS PROVIDED TO YOU ON AN "AS-IS" BASIS, AND INTRALINKS DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED PROMISES, REPRESENTATIONS, AND WARRANTIES OF ANY KIND WITH RESPECT TO THE TRIAL SERVICE, INCLUDING BUT NOT LIMITED TO ITS CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, ITS COMPATIBILITY WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, WARRANTIES OF TITLE, AGAINST INFRINGEMENT, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.
You acknowledge that the transmission of data via the Trial Service is subject to the likelihood of human and machine errors, omissions, delays, and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. Intralinks will not be liable for any such errors, omissions, delays, or losses, and You assume all risk and liability in respect of Your use of the Trial Service.
When a user accesses data on the Trial Service (e.g., a publication, comment, or attachments to a publication or comment), a copy of that data is copied to that user's local computer (this is called "caching" and is part of how web browsers work). Caching is used to improve the speed of the Trial Service when You repeatedly access graphics or data during a session. Once pages and/or data have been cached on Your local computer that data is beyond the control of Intralinks, and may be accessible to anyone with access to Your computer. Each Trial Service user assumes all risk and liability associated with any data cached to that user's local computer. Intralinks strongly recommends that You empty Your web browser cache when You log out of an Intralinks session to ensure that any cached files from Your Intralinks session are deleted from Your computer. For assistance with emptying the cache on Your web browser, please call Intralinks' customer care.
The Trial Service should only be used as a conduit for information, not as primary information storage. As a user, You are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including (a) keeping on Your local computer backup copies of data You transmit via the Trial Service in the event You have to re-transmit the data; (b) verifying the data in documents or other materials before transmitting them via the Trial Service; and (c) verifying that documents and other information You have posted to the Trial Service has been properly posted and have been permissioned to only those persons to whom You wish to grant access. You shall also run antivirus software on any computer You use to access the Trial Service and shall ensure that documents and files transmitted through the Trial Service have been scanned for viruses.
8. CONTENT STORED IN THE UNITED STATES
Except as explicitly set forth in this Agreement, the Trial Service is provided from the United States. By using and accessing the Service, You understand and consent to the storage and processing of the Content and any other personal information in the United States. Intralinks reserves the right to store and process personal information outside of the United States and You consent to same. If requested by You prior to activation of the Trial Service, Your Content may be stored in the United Kingdom.
Only in circumstances where You are a "data controller" pursuant to the terms of Directive 95/46/EEC and its applicable implementing legislation ("European Data Protection Legislation") shall the following provisions apply:
(a) each party shall comply with the European Data Protection Legislation in connection with the performance of its obligations and the exercise of its rights under this Agreement; and
(b) without prejudice to paragraph (a), with respect to the processing of personal data by Intralinks under this Agreement, Intralinks shall take appropriate technical and organizational security measures against unauthorized or unlawful processing of personal data supplied to it by You and against accidental loss or destruction of, or damage to, such personal data in accordance with the Seventh Data Protection Principle as set out in the European Data Protection Legislation (the "Seventh Principle"). Intralinks will not process any personal data under this Agreement unless, in accordance with the requirements of the Seventh Principle, Intralinks is acting on Your express instructions, it being understood such instructions shall be deemed to have been given by You to Intralinks by virtue of this paragraph (b), provided that such processing relates exclusively to the provision of the Trial Service. You acknowledge that Intralinks may transfer End User Files to Intralinks’ Affiliates and its subcontractors, which may be located outside the European Economic Area; provided that such transfer shall be solely as needed to perform the Services hereunder and Intralinks shall be responsible for ensuring its Affiliates and subcontractors handle End User Files in accordance with the terms of this Agreement.
10. DISCLAIMER OF LIABILITY
IN NO EVENT WILL INTRALINKS (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENT) OR ANY THIRD PARTY PROVIDER BE LIABLE TO YOU IN RELATION TO THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUES OR SAVINGS, LOSS OF DATA OR COSTS OF RECREATING LOST DATA) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF INTRALINKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE.
FURTHER, THE AGGREGATE LIABILITY OF INTRALINKS (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) AND ANY THIRD PARTY PROVIDER TO YOU IN RELATION TO THIS AGREEMENT WILL NOT IN ANY EVENT EXCEED THE AGGREGATE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING NOTWITHSTANDING, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR OTHERWISE LIMIT ANY LIABILITY FOR (A) PERSONAL INJURY OR DEATH CAUSED DIRECTLY BY THE NEGLIGENCE OF INTRALINKS OR A THIRD PARTY; OR (B) FRAUDULENT MISREPRESENTATION; OR (C) WILLFUL MISCONDUCT. THE FOREGOING LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER.
Without limiting the foregoing, in no event will any third party involved with or assisting in the marketing and/or development of the Trial Service have any responsibility or liability for any claims or damages whatsoever in any way connected to the Trial Service or their use, whether in tort or otherwise. The provisions of this Section 10 will operate for the benefit of and may be enforced by any such third party.
11. INDEMNIFICATION RELATING TO POSTED DATA
You are solely responsible for any Content that You post through the Trial Service and You agree to hold harmless and fully indemnify Intralinks from and against any and all damages, losses, costs and expenses (including reasonable attorneys' fees) incurred by Intralinks or its affiliates, or their respective officers, directors, employees and agents, in connection with any notice, claim, action or proceeding by a third party that is based on any actual or alleged violation by You of any applicable law, regulation, third party right or third party agreement governing the posting or use of such Content.
12. EXPORT OF STANDALONE UTILITIES
If You are provided with any standalone software utilities for use with the Trial Service, You acknowledge that these utilities may be subject to regulation by applicable laws and United States government and other governmental agencies which prohibit export or diversion of certain products, information about the products, or direct products of the products to certain countries and certain persons. You represent and warrant that You will not export or re-export the software provided as part of the Trial Service in violation of these regulations to a national destination prohibited under these regulations or to any person to whom exports, re-exports or transfers are prohibited under these regulations.
You acknowledge that Your breach of any of the provisions of this Agreement may cause immediate and irreparable harm to Intralinks for which Intralinks may not have an adequate remedy in money or damages. Intralinks will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from You the costs incurred in seeking such an injunction. Intralinks' right to obtain injunctive relief will not limit its right to seek or obtain further remedies.
14. GOVERNING LAW
This Agreement is governed by, and construed in accordance with, the laws of the State of New York, United States of America.
In connection with an dispute arising under or in connection with this Agreement, the parties hereto irrevocably and unconditionally (a) consent to the exclusive jurisdiction of the Supreme Court of the State of New York and of the United States District Court for the Southern District of New York, and (b) consent that any process or notice or motion or other application to the court or judge thereof may be served within or without the State of New York by registered or certified mail or internationally-recognized courier service, or by personal service, provided a reasonable time for appearance is allowed.
You may not assign, novate or otherwise transfer any rights or obligations under this Agreement, including by operation of law nor through the sale of all or any part of Your employer, without Intralinks' prior written consent. Any attempted or purported assignment, delegation or other transfer by You without such consent shall be void.
All provisions of this Agreement which expressly or by implication continue to govern the parties' rights and obligations after termination of use of the Service shall survive notwithstanding completion of any project in connection with which the Trial Service is used or deletion of any Intralinks® Exchanges to which You are given access.
In no event will this Agreement be deemed to modify or amend any agreement between Intralinks and You for any Intralinks services or products. This Agreement is the complete and exclusive statement of the agreement between You and Intralinks and supersedes any and all other proposals or agreements, written or oral, and any other communications between You and Intralinks relating to Your use of the Trial Service and You shall have no right of action against Intralinks in connection with any such proposals, agreements or communications. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions. No waiver by Intralinks of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. Except as explicitly set forth herein, no other act, document, usage, custom, or course of dealing shall be deemed to amend or modify this Agreement. Notices pursuant to this Agreement shall reference this Agreement and shall be provided (a) if to Intralinks, by personal delivery, registered mail return receipt requested, or internationally-recognized courier service to Intralinks, Inc., 150 East 42nd Street, New York, NY 10017, Attn: General Counsel; or (b) if to You, by email to the email address provided as Your User ID. Notice shall be deemed effective upon delivery.
19. CHANGES TO THIS AGREEMENT
We reserve the right to modify or replace this Agreement at any time in our sole discretion. We will indicate at the top of this Agreement the date it was last updated. Any changes will be effective upon posting the revised version of this Agreement on the Trial Service (or such later effective date as may be indicated at the top of the revised Terms). Therefore, we encourage You to check the date of this Agreement whenever You visit www.Intralinks.com (the "Site") to see if this Agreement has been updated. Your continued access or use of any portion of the Trial Service constitutes Your acceptance of such changes. If You don't agree to any of the changes, we're not obligated to keep providing the Trial Service, and You must cancel and stop using the Trial Service.
BY ACCEPTING THIS AGREEMENT AND CONTINUING TO USE THE TRIAL SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.