Intelliboard, Inc. welcomes you to our website (the “Site”) and the applications and services
available from us, through the Site or other platforms (collectively with the Site, the
“Terms”). Any time you browse the Site or use the Services in any way, you agree to be bound by
these Terms. If you don’t agree to these Terms, do not use the Site or the Services.
as well as any policies and procedures we publish from time to time (collectively, the
“Policies”). We reserve the right to modify these Terms at any time, with such changes becoming
effective when we post the modified Terms to the Site. We also reserve the right to make any
changes to the Site and Services in any manner and to deny or terminate your access to the Site
and Services, even if you have an Account, in our sole discretion. If we terminate your access
to the Site and Services for a reason other than your breach of these Terms, we will issue you a
prorated refund for any Services you paid for but did not use.
Each time you use the Site or the Services, the then-current version of the Terms will apply. If
you use the Site or the Services after a modification of these Terms, you agree to be bound by
the Terms as modified.
The Services include a dashboard and analytics service designed to connect with existing
learning management systems (each an
). We do not store any LMS learner related query data on our servers. Our plugin
processes LMS queries on connected LMS servers via web services by sending a specific
query command from your web browser virtual dashboard to your connected LMS server(s).
The data returned reflects learner academic and instructor activity data from your LMS
server. This data populates the respective reports and analytic outputs requested which
can then be viewed from your virtual dashboard in your web browser. The reports and
analytics shown provide an instantaneous snapshot of your LMS based on your Account’s
level of access. At no time can your connected LMS data be altered on your LMS
servers(s) while logged in on our virtual dashboard, because the dashboard is
fundamentally a data viewing or read-only service which only gives you external data
viewing rights. To view any live LMS changes at any point in time made to any LMS
connected with the Services, you must refresh (resubmit) the browser page to see any
updated changes on your virtual dashboard.
Note that you can choose to make your LMS data publicly available. If you choose to make
your LMS data publicly available on the Services, you release us from any and all
liability related to and agree to indemnify and hold us harmless from and against any
claims related to our making such LMS data publicly available.
If you are a part of our partner program, you also agree to adhere by our Partner
When you use the Services, you represent that you are (i) at least the age of majority in
the jurisdiction where you reside or (ii) if you have not reached the age of majority in
the jurisdiction where you reside, that you have received permission to use the Services
from your parent or legal guardian
You represent that any information you submit to us when using the Services is accurate,
truthful, and current. You also represent that your use of the Services does not violate
any applicable law or regulation.
3. Registration & Account.
Certain of the Services or portions of the Site may require you to register for an
), becoming a
. As part of the Account creation process, you may be asked to provide a username and
password unique to the Account (
). You are responsible for the confidentiality and use of your Login Information and
agree not to transfer or disclose your Login Information to any third party other than
an individual with express authority to act on your behalf. If you suspect any
unauthorized use of your Account, you agree to notify us immediately. You are solely
responsible for any activities occurring under your Account. You have no ownership right
to your Account. If you are registering an Account on behalf of an organization under an
agreement between us and another organization, that organization may have administrator
rights to access your account and any information provided under your Account.
4. Permitted Uses/License.
You are authorized to access the Site for the sole purpose of viewing and using the
Services on your computer or device.
You may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create
derivative works from the Site or the Services. You may not use any robot, spider, or
other automatic device or manual process to monitor or copy the Site or its content
without our prior written permission. Your failure to abide by these conditions will
immediately terminate your right to access the Site or to use the Services and may
violate our intellectual property rights or the intellectual property rights of third
5. Intellectual Property.
All content available through the Services is the property of us, our content suppliers,
or our licensors, and is protected by copyright laws in the United States and in other
countries. Access to the Service does not imply any transfer of our intellectual
property rights to you. You agree not to use our trademarks, service marks, trade or
business names, logos, domain names, or any other copyrighted material or proprietary
rights we own without our express prior written consent.
6. Third Party Sites.
The Site may contain links to websites we do not operate, control, or maintain (
“Third Party Websites”
). We do not endorse any Third Party Websites, and we make no representation or warranty
in any respect regarding the Third Party Websites. Any links to Third Party Websites on
the Site are provided solely for your convenience. If you do access any Third Party
Websites, you do so at your own risk and waive any and all claims against us regarding
the Third Party Websites or our links thereto.
7. User Content Generally.
When you post content and information to the Site or in connection with the Services
(“User Content”), you represent and warrant to us that (1) you own or have rights to use
the User Content, (2) the posting of the User Content does not violate any rights of any
person or entity, and (3) you have no agreement with or obligations to any third party
that would prohibit your use of the Site or Services in the manner so used. You agree to
pay all royalties, fees, and any other monies owing to any person or entity by reason of
any User Content posted by you to the Site or through the Services.
By posting User Content, you give us and our affiliates right to use and display such
User Content in such manner as is necessary to provide the Services to you; provided
that this right shall not give us any ownership or other rights in the User Content.
8. User Conduct.
You agree not to use the Site or the Services to take any action or actions that
(including with respect to any User Content): (1) are patently offensive in any manner
(as determined in our sole discretion), (2) involve commercial activities without our
prior written consent, such as contests or sweepstakes, (3) are contrary to our public
image, goodwill, or reputation, (4) infringe on our or any third party’s intellectual
property rights, (5) violate any law or any third party’s legal rights, or (6) “frame”
or “mirror” any part of the Site without our prior written consent.
You agree that we have the right to collect and analyze anonymous data and other
information relating to the provision, use and performance of various aspects of the
Site and Services, and related systems (for example, anonymous and aggregated
information concerning user behavior and use of the Services), and we will be free
(during and after the term hereof) to (i) use such information and data to improve and
enhance the Site Services and for other development, diagnostic and corrective purposes
in connection with the Site and Services and other Company offerings, and (ii) disclose
such data solely in aggregate or other de-identified form in connection with its
10. Paid Services.
We may require Services to be paid for on a recurring basis (
) or on an as-used basis (
“A La Carte Services”
and, together with the Subscription Services,
). We have the right to change, delete, discontinue or impose conditions on Paid
Services or any feature or aspect of a Paid Service. Subscription Services may subject
you to recurring fees and/or terms. By signing up for a Subscription Service, including
after any free trial period, you agree to pay us the subscription fee and any applicable
taxes as set forth in your Account settings or as otherwise agreed in writing (
). A La Carte Services may subject you to fees charged per usage and/or terms. By using
an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of
“A La Carte Fees”
and, together with Subscription Fees, the
“Paid Service Fees”
Paid Service Fees may be paid by certain payment forms we may permit. Regardless of
payment device, we reserve the right to collect Paid Service Fees by deduction from your
linked payment account. We may use third-party payment processors that require you to
agree to their terms in order to make payments or access the Services. If our payment
collection method requires manual payment for a Subscription Service, you acknowledge
and agree that failure to make a payment for the same may limit your ability to access
the Subscription Service.
Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be
charged on the 1st of every month until cancelled. You may cancel a Subscription Service
at any time from your Account settings. If you cancel a Subscription Service, you will
continue to have access to that Subscription Service through the end of your then
current billing period, but you will not be entitled to a refund or credit for any
Subscription Fee already due or paid. We reserve the right to change our Subscription
Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services
after notice of a change to our Subscription Fee will constitute your agreement to such
11. Copyright Infringement.
We respect the intellectual property rights of others. The Digital Millennium Copyright
Act of 1998 (the
) provides a complaint procedure for copyright owners who believe that website material
infringes their rights under U.S. copyright law. If you believe that your work has been
improperly copied and posted on the website, please provide us with the following
information: (1) name, address, telephone number, email address and an electronic or
physical signature of the copyright owner or of the person authorized to act on his/ her
behalf; (2) a description of the copyrighted work that you claim has been infringed; (3)
a description of where on the Site the material that you claim is infringing is located;
(4) a written statement that you have a good faith belief that the disputed use 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 above information in your notice is accurate and
that you are the copyright owner or authorized to act on the copyright owner’s behalf.
These requirements must be followed to give Company legally sufficient notice of
infringement. Send copyright infringement complaints to the following email address:
[email protected] We suggest that you consult your legal advisor before filing a
DMCA notice with Company’s copyright agent. There can be penalties for false claims
under the DMCA.
12. Warranty Disclaimer.
You agree that the Services are available on an “as is” basis, without any warranty,
and that you use the Services at your own risk. We disclaim, to the maximum extent
permitted by law, any and all warranties, whether express or implied, including,
without limitation, (a) warranties of merchantability or fitness for a particular
purpose, (b) warranties against infringement of any third party intellectual
property or proprietary rights, (c) warranties relating to delays, interruptions,
errors, or omissions in the Services or on the Site, (d) warranties relating to the
accuracy or correctness of data on the Services, and (e) any other warranties
otherwise relating to our performance, nonperformance, or other acts or omissions.
We do not warrant that the Site or the Services will operate error-free or that the
Site is free of computer viruses and/or other harmful materials. If your use of the
Site or the Services results in the need for servicing or replacing equipment or
data, we are not responsible for any such costs.
Some jurisdictions do not allow the exclusion or limitation of certain categories of
damages or implied warranties; therefore, the above limitations may not apply to you. In
such jurisdictions, our liability is limited to the greatest extent permitted by
13. Limitation of Liability.
Any liability we have to you in connection with these Terms, under any cause of
action or theory, is strictly limited to $100 per user, in aggregate for all
violations. Without limiting the previous sentence, in no event shall we or any of
our affiliates be liable to you for any indirect, special, incidental,
consequential, punitive, or exemplary damages arising out of or in connection with,
these Terms. The foregoing limitations apply whether the alleged liability is based
on contract, tort, negligence, strict liability, or any other basis, even if we or
our affiliates have been advised of the possibility of such damages.
You agree to indemnify and hold us harmless for any breach of security or any
compromise of your Account.
Some jurisdictions do not allow the exclusion or limitation of incidental or
consequential; therefore, the above limitations may not apply to you. In such
jurisdictions, our liability is limited to the greatest extent permitted by law.
You agree to indemnify and hold harmless us, our affiliates and our and their officers,
directors, partners, agents, and employees from and against any loss, liability, claim,
or demand, including reasonable attorneys’ fees (collectively,
), made by any third party due to or arising out of your use of the Site and Services in
violation of these Terms, any breach of the representations and warranties you make in
these Terms, or your User Content. You agree to be solely responsible for defending any
Claims against or suffered by us, subject to our right to participate with counsel of
our own choosing.
15. Electronic Signatures and Notices.
Certain activities on the Services may require you to make an electronic signature. You
understand and accept that an electronic signature has same legal rights and obligations
as a physical signature.
If you have an Account, you agree that we may provide you any and all required notices
electronically through your Account or other electronic means. You agree that we are not
responsible for any delivery fees charged to you as a result of your receipt of our
16. Governing Law.
These Terms are governed by Connecticut law, without giving effect to conflicts of law
principles. You agree that, to the extent applicable and expressly subject to the
Dispute Resolution provisions below, to submit to the exclusive jurisdiction of the
state and federal courts located in Connecticut in circumstances where these Terms
permit litigation in court.
17. Dispute Resolution.
Please read this section carefully. It contains procedures for mandatory binding
arbitration and a class action waiver.
Notice Requirement and Informal Dispute Resolution.
Before either we or you may seek arbitration, the party seeking arbitration must send
the other party a written Notice of Dispute (“Notice”) describing the nature and basis
of the claim or dispute and the requested relief. A Notice to us should be sent to:
Intelliboard, Inc., PO Box 474, Monroe, CT 06468. After the Notice is received, you and
we may attempt to resolve the claim or dispute informally. If we do not resolve the
claim or dispute within thirty (30) days after the Notice is received, either party may
begin an arbitration proceeding. The amount of any settlement offer made by any party
may not be disclosed to the arbitrator until after the arbitrator has determined the
amount of the award, if any, to which either party is entitled.
Arbitration shall be initiated through the American Arbitration Association (
), an established alternative dispute resolution provider (
) that offers arbitration as set forth in this section. If AAA is not available to
arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of
the ADR Provider shall govern all aspects of the arbitration, including but not limited
to the method of initiating and/or demanding arbitration, except to the extent such
rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (
) governing the arbitration are available online at
or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single,
neutral arbitrator. Any claims or disputes where the total amount of the award sought is
less than Ten Thousand U.S. Dollars (US $10,000.00) shall be resolved through binding
non-appearance-based arbitration. For claims or disputes where the total amount of the
award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a
hearing will be determined by the Arbitration Rules. Any hearing will be held in Monroe,
Connecticut, unless the parties agree otherwise. Any judgment on the award rendered by
the arbitrator may be entered in any court of competent jurisdiction. Each party shall
bear its own costs (including attorney’s fees) and disbursements arising out of the
arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
Additional Rules for Non-Appearance Based Arbitration.
The arbitration shall be conducted by telephone, online and/or based solely on written
submissions; the specific manner shall be chosen by the party initiating the
arbitration. The arbitration shall not involve any personal appearance by the parties or
witnesses unless otherwise agreed by the parties.
If either you or we pursue arbitration, the arbitration action must be initiated and/or
demanded within the statute of limitations (i.e., the legal deadline for filing a claim)
and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator.
If arbitration is initiated, the arbitrator will decide the rights and liabilities, if
any, of the parties involved, and the dispute will not be consolidated with any other
matters or joined with any other cases or parties. The arbitrator shall have the
authority to grant motions dispositive of all or part of any claim. The arbitrator shall
have the authority to award monetary damages, and to grant any non-monetary remedy or
relief available to an individual under applicable law, the Arbitration Rules, and these
Terms. The arbitrator shall issue a written award and statement of decision describing
the essential findings and conclusions on which the award is based, including the
calculation of any damages awarded. The arbitrator has the same authority to award
relief on an individual basis that a judge in a court of law would have. The award of
the arbitrator is final and binding upon you and us.
Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND
HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and
disputes shall be resolved by arbitration under these terms. Arbitration procedures are
typically more limited, more efficient and less costly than rules applicable in a court
and are subject to very limited review by a court. In the event any litigation should
arise between you and us in any state or federal court in a suit to vacate or enforce an
arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead
electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 17 MUST BE ARBITRATED OR
LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE
PLATFORM USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF
ANY OTHER PLATFORM USER.
All aspects of the arbitration proceeding, including but not limited to the award of the
arbitrator and compliance therewith, shall be strictly confidential. You agree to
maintain confidentiality unless otherwise required by law. This paragraph shall not
prevent a party from submitting to a court of law any information necessary to enforce
this Section 17, to enforce an arbitration award, or to seek injunctive or equitable
If any part or parts of this Section 17 are found under the law to be invalid or
unenforceable by a court of competent jurisdiction, then such specific part or parts
shall be of no force and effect and shall be severed and the remainder of the Agreement
shall continue in full force and effect.
Right to Waive.
Any or all of the rights and limitations set forth in this Section 17 may be waived by
the party against whom the claim is asserted. Such waiver shall not waive or affect any
other portion of this Section 17.
Survival of Agreement.
This Section 17 will survive the termination of your relationship with us.
Small Claims Court.
Notwithstanding the foregoing, either you or we may bring an individual action in small
Emergency Equitable Relief.
Notwithstanding the foregoing, either party may seek emergency equitable relief before a
state or federal court in order to maintain the status quo pending arbitration. A
request for interim measures shall not be deemed a waiver of any other rights or
obligations under this Section 17.
Claims Not Subject to Arbitration.
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and
Abuse Act, and infringement or misappropriation of our patent, copyright, trademark or
trade secrets rights shall not be subject to this Section 17.
We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms
in our sole discretion. If we fail to enforce a provision of these Terms, you agree that
such a failure does not constitute a waiver to enforce the provision (or any other
provision hereunder). If any provision of these Terms is held or made invalid, the
invalidity does not affect the remainder of these Terms. We reserve all rights not
expressly granted in these Terms and disclaim all implied licenses. If you have executed
a written agreement with us regarding your use of the Services, that written agreement
takes precedence over these Terms to the extent the two conflict.