© 2019 Network Systems, LLC 
Inthority is a proprietary product of Network Systems, LLC. 
All rights reserved.

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Inthority User Agreement

PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY:

  1. Acceptance of User Agreement

  2. Your Obligations

  3. Your Rights

  4. Our Rights and Obligations

  5. Disclaimer

  6. Limitation of Liability

  7. Termination

  8. Law and Forum for Legal Disputes

  9. General Terms


1. ACCEPTANCE OF USER AGREEMENT:


BY REGISTERING WITH INTHORITY.COM, OR BY ACCESSING OUR WEBSITE AND CONTENT, INCLUDING THROUGH OUR MOBILE APPLICATIONS, OR BY USING OUR SERVICES (COLLECTIVELY, THE “SERVICES”), YOU BECOME A “USER” AND AGREE THAT YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT WITH NETWORK SYSTEMS LLC DBA INTHORITY (“WE,” “US,” “OUR,” AND “INTHORITY”), THE TERMS OF WHICH CONSIST OF THIS USER AGREEMENT AND INTHORITY’S PRIVACY POLICY , WHICH IS HEREBY INCORPORATED BY REFERENCE (COLLECTIVELY REFERRED TO AS THE “AGREEMENT”)

IF YOU ARE USING OR ACCESSING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ARE REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THE AGREEMENT AND ACKNOWLEDGE AND UNDERSTAND THAT BOTH YOU, INDIVIDUALLY, AND THE COMPANY OR ENTITY WHICH YOU REPRESENT ARE BOUND BY THIS AGREEMENT. IF YOU DO NOT WANT TO REGISTER AN ACCOUNT AND BECOME AN USER, DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK “JOIN INTHORITY” AND DO NOT ACCESS, VIEW, DOWNLOAD OR OTHERWISE USE ANY INTHORITY WEBPAGE, INFORMATION OR SERVICES. BY CLICKING “JOIN NOW,” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE, ON BEHALF OF YOURSELF AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY WHICH YOU REPRESENT, TO BE BOUND BY ALL OF ITS PROVISIONS. BY CLICKING “JOIN NOW,” YOU ALSO CONSENT TO USE ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR CLICK OF THE “JOIN NOW” BUTTON AS ONE.

 

2. YOUR OBLIGATIONS:
 
  1. License and warranty for your submissions to Inthority: By establishing an Inthority Account and accepting this Agreement, you agree that Inthority may assist you in setting up your profile by using publicly available online information regarding you to populate your profile and to supplement any information provided by you in setting up that profile. You own or otherwise have the lawful right to provide the information that you provide to Inthority or allow Inthority to access under this Agreement, and may request its deletion at any time, unless you have shared information or content with other Users and they have not deleted it, or it was copied or stored by other Users with your permission. Additionally, you grant Inthority a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly, to Inthority, including, but not limited to, any user generated content, publicly available online information used by Inthority to populate your profile, ideas, concepts, techniques or data (but excluding email addresses), without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss. By providing information to us, you represent, warrant and covenant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights.

    Without limiting the generality of the foregoing, you represent, warrant, and covenant that: (a) at the time of sending any communication using the Services, you have or will have obtained any and all necessary consents required or is otherwise able under applicable law, including applicable anti-spam legislation, from your contacts to use their email address for the purpose of sending such emails or other electronic communications; and (b) if such recipient advises you that it no longer wishes to receive further commercial electronic messages or you otherwise determine that you no longer have lawful consent to send them electronic communications, you will ensure that Inthority is immediately made aware of such change in circumstances. Furthermore, you acknowledge that the template messages provided by Inthority in connection with the Services are for convenience and example only and that you are solely responsible for selecting the content of communications that you transmit using the Services, including ensuring that such content complies with all applicable laws. It is your responsibility to keep your Inthority profile information accurate and updated.
     

  2. Service Eligibility: To be eligible to use the Service, you must meet the following criteria and you hereby represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Inthority account, (3) are not a competitor of Inthority or are not using the Services for reasons that are in competition with Inthority; (4) will only maintain one Inthority account at any given time; (5) have full power and authority to enter into this Agreement, including on behalf of any entity or other person for whom you are acting as a representative, and doing so will not violate any other agreement to which you, or the person or entity you are representing, are a party; (6) will not violate any rights of Inthority, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
     

  3. User ID and Password: You agree to: (1) keep your password secure and confidential; (2) not permit others to use or otherwise access your account; (3) not use or otherwise access other Users’ accounts; and (4) not sell, trade, rent, lease, share, or otherwise transfer your Inthority account or a right to access your Inthority account, or any portion thereof, to another party. You are responsible for anything that happens through or involving your account until you close down your account or prove to Inthority’s reasonable satisfaction that your account security was compromised due to no fault of your own. To close your account, please visit the applicable section within the Inthority application.
     

  4. Indemnification: You will fully indemnify, defend and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable legal fees and costs), fines, administrative monetary penalties or settlement costs, ("Losses") related to all third party claims, charges, regulatory and other investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in your account or which you engage in or through your use of the Services. You will further indemnify, defend, and hold us harmless from and any and all Losses arising from (a) any breach or inaccuracy of Section 2 above; or (b) any claim or allegation that you or Inthority has transmitted a communication using the Services in violation of applicable law, including applicable anti-spam legislation.
     

  5. Payment: If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), those Premium Services are subject to this Agreement and any additional terms which you accept in connection with registering for the Premium Services. When you purchase Premium Services, you agree that we may store your payment information and that we may use that payment information to charge the applicable fees for the Premium Services (including, without limitation, periodic subscription fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription and are non-refundable. You also acknowledge that Inthority’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.
     

  6. Communications from Inthority to You: Inthority, at its discretion, may contact or notify you regarding scheduled and unscheduled downtimes outside of our routine maintenance windows, changes to the Services or this Agreement or other items relating to the Services or your account using any of the following means: (a) a banner notice placed across Inthority’s pages; (b) an email from Inthority to an email address associated with your account, even if we have other contact information; or (c) through your Inthority account or through other means including mobile number, telephone, or delivery services including the postal service. Please review your account settings to control what kind of messages you receive from Inthority. You acknowledge and agree that Inthority shall not be liable for any consequence resulting, directly or indirectly, from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.
     

  7. Inthority Applications: Inthority may offer the Services through applications built using Inthority’s platform (“Inthority Applications”). Examples of Inthority Applications include its smart phone applications (Inthority for Android or Inthority for iOS). If you use an Inthority Application, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, and/or your physical location may be communicated to us. Further, by importing any of your Inthority data through the Inthority Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Inthority account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing the Services through your mobile access provider. Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.
     

  8. Posted or Submitted Content: NOTWITHSTANDING THE ABOVE, YOU ACKNOWLEDGE AND AGREE THAT INTHORITY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION POSTED OR SUBMITTED BY YOU OR OTHER USERS THROUGH THE SERVICES IN ANY MANNER. 
     

  9. Privacy: You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable/personal information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Inthority, or other Users using the Services might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.
     

  10. Export Control: Your use of Inthority services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
     

  11. Contributions to Inthority: By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Inthority through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Inthority is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Inthority shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Inthority may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to Inthority all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Inthority under any circumstances.
     

  12. Lead Sharing, Profile Pages, and Third Party Communications.  Inthority enables sharing of information by allowing Users to refer client leads (“Leads”) to other Users and to post content to their profile and other parts of the site, such as Profile Pages. Inthority is not responsible for any content or personal data submitted by a User and included in a Lead, including without limitation client names, telephone numbers, email addresses, mailing addresses, and the subject matter of the referral.  Inthority may close or transfer any Profile Pages, or remove content from them if the content violates this Agreement or others’ intellectual property rights. NOTWITHSTANDING THE ABOVE, YOU ACKNOWLEDGE AND AGREE THAT INTHORITY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION POSTED OR SUBMITTED BY YOU OR ANY OTHER USER THROUGH THE SERVICES IN ANY MANNER, INCLUDING WITHOUT LIMITATION LEADS.  BE ADVISED THAT THE SERVICES WILL INCLUDE DISCLOSURE TO ALL CLIENTS BEING REFERRED THROUGH THE PLATFORM THE IDENTITY OF THE USER SENDING THE LEAD, THE IDENTITY OF THE USER RECEIVING THE LEAD, AND THAT THE SENDING USER WILL RECEIVE ATTRIBUTION ON THE PLATFORM FOR SENDING THE LEAD, ELEVATING SUCH USER’S STATUS.  It is solely your responsibility to determine whether Inthority’s Lead sharing process is in compliance with applicable laws that affect your clients.
     

  13. Invitations: If you invite persons not yet members of the Inthority community to join Inthority, Inthority will automatically send up to two reminder emails to recipients who haven’t yet responded to your invitation. We remind you that it is solely your responsibility to determine whether Inthority's invitation process is in compliance with applicable laws that affect your intended recipients.  
     

3. YOUR RIGHTS:
 

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, non-exclusive, non-assignable, non-sublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Inthority or its Users), view information and use the Services that we provide on Inthority webpages and in accordance with this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Inthority, the Services, and all related items, including any and all copies made of the Inthority website.
 

4. OUR RIGHTS AND OBLIGATIONS:
 
  1. Services Availability: For as long as Inthority continues to offer the Services, Inthority shall provide and seek to update, improve and expand the Services. As a result, we allow you to access Inthority as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Inthority, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. Inthority further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by Inthority to be contrary to this Agreement. 
     

  2. Disclosure of User Information: You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Inthority, our Users or the public. Disclosures of User information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.
     

  3. Interactions with other Users: You are solely responsible for your interactions with other Users. Inthority reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if Inthority determines, in our sole discretion, that doing so is necessary to enforce this Agreement.
     

5. DISCLAIMER:
 

WE DO NOT REPRESENT OR WARRANT THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ANY RULES OF PROFESSIONAL CONDUCT OR ETHICAL REQUIREMENTS TO WHICH YOUR PROFESSION IS SUBJECT.  
 

DO NOT RELY ON INTHORITY, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR INTHORITY AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. INTHORITY DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. SUBJECT TO APPLICABLE LAW, WE DO NOT PROVIDE ANY EXPRESS REPRESENTATIONS, WARRANTIES OR CONDITIONS.
 

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES, OR CONDITIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NON-INFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY INTHORITY OR ANYTHING RELATED TO INTHORITY, YOU MAY CLOSE YOUR INTHORITY ACCOUNT AND TERMINATE THIS AGREEMENT (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
 

INTHORITY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, INTHORITY DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
 

INTHORITY DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. INTHORITY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, INTHORITY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE INTHORITY SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
 

6. LIMITATION OF LIABILITY:
 

Neither Inthority nor any of our subsidiaries, affiliated companies, employees, members or managers (“Inthority Affiliates”) shall be cumulatively liable for (a) any damages in excess of ten (10) times the most recent fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Services, any platform applications or any of the content or other materials on, accessed through or downloaded from Inthority. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. 
 

7. TERMINATION:
 
  1. Mutual rights of termination: You may terminate this Agreement, for any or no reason, at any time, with notice to Inthority. This notice will be effective upon Inthority processing your notice. Inthority may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Inthority or the party paying for the services may terminate your access to any Premium Services. Termination of your Inthority account includes disabling your access to Inthority and may also bar you from any future use of Inthority.
     

  2. Misuse of the Services: Inthority may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users with whom you do not know to connect; creating multiple or false profiles; using the Services commercially without Inthority’s authorization, infringing any intellectual property rights, or any other behavior that Inthority, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Inthority will suspend access to and terminate the account of any User whom Inthority determines to be a repeat infringer of other person’s rights under the United States Copyright Act or similar legislation. A User will be deemed a “repeat infringer” if (a) such User has been notified of infringing activity more than twice and/or has had one of its submissions removed from our Website more than twice. Inthority complies with the Digital Millennium Copyright Act (“DMCA”) statutory notice and takedown procedures. 
     

  3. Effect of Termination: Upon the termination of your Inthority account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 (“Your Rights”) and 4 (“Our Rights and Obligations”) hereof.
     

8. LAW AND FORUM FOR LEGAL DISPUTES: 
 

This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the Commonwealth of Virginia regardless of your country of origin or where you access the Services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Inthority agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Fairfax County, Virginia, except as otherwise agreed by the parties. You and Inthority agree to submit to the personal jurisdiction of the state and federal courts located within Fairfax County, Virginia for the purpose of litigating all such claims. Notwithstanding the above, you agree that Inthority shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
 

9. GENERAL TERMS:
 
  1. Severability: If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
     

  2. Language: Where Inthority has provided you with a translation of the English language version of this Agreement, the Privacy Policy, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with Inthority.
     

  3. Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Inthority services, third-party content or third party software.
     

  4. Amendments to this Agreement: We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at https://www.inthority.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time.
     

  5. No informal waivers, agreements or representations: Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Inthority Affiliate shall be deemed legally binding on any Inthority Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Inthority.
     

  6. No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
     

  7. Assignment and Delegation: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. 
     

  8. Potential Other Rights and Obligations: You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

 

Rev. 20190206