Last update: December 4th, 2023
WE WILL POST ANY CHANGES TO THESE TERMS AND CONDITIONS IN A NOTICE OF THE CHANGE AT THE BOTTOM OF OUR WEB PAGE WITH A HYPERLINK THERETO. WE WILL ALSO SEND YOU AN EMAIL DESCRIBING SUCH CHANGES. PLEASE REGULARLY REVIEW THESE TERMS AND CONDITIONS. NOTWITHSTANDING IF YOU CONTINUE TO USE OUR WEBSITE, YOU ARE BOUND BY ANY CHANGES THAT WE MAKE TO THESE TERMS AND CONDITIONS.
By using this site or by clicking "I agree" to this Agreement (“Agreement”) to the Terms and Conditions applicable to the use of this website provided and/or hosted by Intentwise Inc, a Delaware limited liability company located at 11440 W. Bernardo Court, Suite 300, San Diego, CA 92127 (“Service Provider”), you signify your agreement to these terms and conditions. If you do not agree to this Agreement in full, do not use this site and do not click "I agree".
This Agreement must be completed, understood, and agreed to by a person over 18 who is legally able to enter into a contract. If you are: (a) not yet 18; (b) not legally able to enter into a contract, or (c) accessing this site from any country where material on this site is prohibited or illegal, please leave this site now as you do not have permission to access this site or to use the Service Provider’s Services (as defined below) in any way.
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVED DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
WHEREAS you sell goods on Amazon and other retail sites such as Walmart, Instacart, Target and other retail platforms or are an agency that helps other companies sell goods on Amazon, Walmart, Instacart, Target, and other retail platforms;
WHEREAS, Service Provider provides services (“Services,” as described further herein or in any Addendum hereto (“Addendum”)) in connection with the extraction and analysis of marketing data related to your data (“Data,” as described further herein) and in connection with recommendations related thereto (themselves, the “Recommendations”), all related to your marketing and sales on Amazon only;
WHEREAS, the terms of any Addendum hereto are incorporated herein, and all of the terms and conditions set forth in this Agreement shall apply to and supplement any Addendum hereto; provided, however, that the terms of any Addendum shall control over the terms of this Agreement.
WHEREAS, you have requested the Services be provided through Service Provider’s third-party hosted “software as a service” with respect to certain of your information technology needs in connection with the provision and analysis of its marketing efforts on Amazon only;
WHEREAS, Service Provider has experience and expertise in the business of providing the Services;
WHEREAS, based on Service Provider’s knowledge and experience relating to such Services, you have selected Service Provider to provide and manage the Services;
WHEREAS, Service Provider wishes to perform the Services under the terms and conditions set forth herein;
WHEREAS, you agree and acknowledge that for the successful performance of the Services, the availability of your Data is critical to the provision of the Services; and
WHEREAS, Service Provider has agreed to provide the Services to you, subject to the timely and complete provision by you and/or Amazon, of all of the necessary and correct Data to Service Provider, all on the terms and conditions set forth herein or in any Addendum.
NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:
This Agreement sets forth the terms and conditions under which the Service Provider agrees to allow your use of certain hosted software and provide all other services reasonably necessary for the productive use of such software for the extraction and analysis by the Service Provider of data and the provision of Recommendations related thereto. The Agreement shall remain in effect unless terminated as provided for herein.
1.1 Authorized Users; Authorized Uses. Service Provider grants you a renewable, nonexclusive, and worldwide right for any of your employees, contractor, agent, or any other individual or entity authorized by you, including but not limited to advertising agencies working on your behalf.
1.2 Control of Services; Offensive Content. The method and means of providing the Services shall be under the exclusive control, management, and supervision of the Service Provider, giving due consideration to your requests.
1.2.1 Offensive Content. You agree not to provide Data, either directly or through Amazon, that is unreasonably offensive or otherwise inappropriate. Where your Data contains offensive content, Service Provider may immediately remove the offensive content and may terminate this Agreement immediately by written notice to you.
1.3 Changes in Functionality. During the term hereof, Service Provider may reduce or eliminate certain functionalities in the Services. Where Service Provider has reduced or eliminated functionality in the Services, Service Provider and You shall determine the value of the reduced or eliminated functionality, and the Service Provider will, within a commercially reasonable time, adjust the Fees accordingly on a prospective basis only.
1.4 Service License. Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, non-transferable, non-licensable, non-sublicensable license to access and use our Website to: (a) download, install, and use our App for your use in accordance with this Agreement on any mobile device owned or otherwise controlled by you strictly in accordance with this Agreement, and (b) access, stream, download, and use on your mobile device our Website and content made available in or otherwise accessible through our Website, strictly in accordance with this Agreement.
YOU AGREE THAT WE ARE NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR ACCESS OR USE OF OUR WEBSITE. WE PROVIDE NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY THAT WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO INTENTWISE FOR THE ABILITY TO ACCESS OR USE OUR WEBSITE.
2.1 Provision of Services. For the term hereof, Service Provider shall provide the Services, force Majeure events excepted, in accordance with its standard policies and procedures in place from time to time.
If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge. You will have an option to convert the free trial to a paid services subscription any time before the end of the trial period.
Service Provider may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that Service Provider has the sole authority and discretion to determine the period for testing and evaluation of Beta Services. The service Provider will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial Services. You will be under no obligation to use any paid Service because of the Service Provider’s provision or testing, or approval of any Beta Service. Service Provider reserves the right to discontinue, fully or partially, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Service Provider will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension, or discontinuance of any of the Beta Services for any reason, in accordance with the other limitations of liabilities contained herein.
Maintenance. Notwithstanding anything contained herein to the contrary, Service Provider shall have no obligation to provide maintenance for any decrease in the functionality of the Services that is caused, directly or indirectly, by any action or inaction of Amazon or any event related to the provision of Amazon’s services, including but not limited to advertising services provided by or in connection with Amazon and other retail platforms.
6.1 Term. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein shall continue until such time as a party provides the other party with written notice of termination; provided, however, that: (a) such notice be effective no fewer than thirty (30) calendar days prior to notice thereof.
6.2 Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement as otherwise provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non-breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non-breaching party may terminate this Agreement as of a date specified in such notice.
6.3 Payments upon Termination. Upon the termination of this Agreement, you shall pay to Service Provider all amounts payable hereunder (as described on any Service Provider invoice issued within five (5) days after notice of termination is provided).
As set forth herein, Service Provider shall provide certain Recommendations to you based upon its extraction and analysis of the Data. You agree and acknowledge that any Recommendations are recommendations only and are, in addition, dependent entirely on the Data received by Service Provider and that any action or inaction by Amazon may affect the Data and/or any Recommendations provided by Service Provider. You specifically agree and acknowledge that: (a) you will not rely in any way on any Recommendations; (b) you will make your own, independent evaluation of any Recommendations; and (c) you will exercise due care and your own independent judgment in connection with any act or failure to act that is in any way associated, directly or indirectly, with any Recommendation. You agree and acknowledge that the limitation of liability contained herein with respect to the Recommendations is absolute and continuing and that such limitation of liability is in addition to, and in no way a limitation of, any other limitation of liability contained herein.
NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN OR IN ANY OTHER DOCUMENT AGREEMENT BETWEEN THE PARTIES (INCLUDING, BUT NOT LIMITED TO, ANY ADDENDUM), THE SERVICE PROVIDER SHALL HAVE NO LIABILITY OR OBLIGATION TO YOU WHATSOEVER, UNDER ANY CIRCUMSTANCES OR IN ANY AMOUNT, WITH RESPECT TO OR BASED UPON ANY RECOMMENDATION MADE BY SERVICE PROVIDER OR ANY OF ITS EMPLOYEES, CONTRACTORS, OFFICERS, DIRECTORS, AGENTS OR OTHER AFFILIATES OF ANY KIND.
9.1 In consideration for Service Provider providing the Services, you shall pay to Service Provider all the applicable subscription fees and other charges, as provided for in this section (collectively, “Fees”). Fees negotiated between you and Service Provider shall be set forth in an Addendum hereto. Fees will commence when you click to accept this Agreement. At the beginning of each month during the Term of this Agreement, Service Provider will automatically bill your credit card (or shall be paid via check or ACH transfer, all as provided in the Addendum hereto) for your use of the Services. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Service Provider’s net income. Wherever applicable, Service Provider will be collecting sales tax on top of the subscription Fees and remitting it to the IRS in accordance with regulations.
9.2 Any sum due to Service Provider for the Services, for which payment is not otherwise specified in the Addendum, shall be due and payable on the first (1st) day of the month for which the Services are provided and shall be charged to your credit card or debited directly from your bank unless otherwise agreed in an Addendum. If for any reason Fees are not timely paid as set forth above, the Fees are late after the fifth (5th) day of the month for which Services are provided. Upon the failure to timely pay the Fees, the Fees shall be subject to a ten percent (10%) late fee, which is immediately due and payable. In addition to any other remedies contained herein, Service Provider shall have the right to terminate this Agreement upon the failure by you to pay three (3) Fees when due. Service Provider shall maintain accurate records of all Fees and other fees billable to, and payments made by you, in a format that will permit audit by you for a period of no less than twelve (12) months from when a Subscription Fee or other fee was incurred or a payment was made. The foregoing obligation of Service Provider shall survive the termination of this Agreement. For the term of this Agreement, upon your written request, Service Provider shall provide you with a copy of any such records within ten (10) days.
10.1 Mutual. Each of You and the Service Provider represents and warrants that:
10.1.1 it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation.
10.1.2 it has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement.
10.1.3 the execution, delivery, and performance of this Agreement have been duly authorized by it and this Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles.
10.1.4 it shall comply with all applicable federal, state, local, or other laws and regulations applicable to the performance by it of its obligations under this agreement and shall obtain all applicable permits and licenses required of it in connection with its obligations under this Agreement; and,
10.1.5 There is no outstanding litigation, arbitrated matter, or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under this Agreement.
EXCEPT AS PROVIDED HEREIN, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. SERVICE PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SERVICE PROVIDER MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM THE SERVICE PROVIDER, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.1 Ownership. Data (which shall also be known and treated by Service Provider as Confidential Information) shall include Data collected, used, processed, stored, or generated as the result of the use of the Services. Data is and shall remain your sole and exclusive property and all right, title, and interest in the same is reserved by you, subject to the Service Provider’s license to such Data as described herein. This Section shall survive the termination of this Agreement.
12.2 Service Provider Use of Data. Service Provider is provided a limited license to Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss; (b) use and disclose Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Data for Service Provider’s own purposes or for the benefit of anyone other than you without your prior written consent. Service Provider is specifically granted the right to provide all Data to Amazon for the purpose of effecting the terms hereof, for providing the Services, and/or for any other reasonable business purpose. This Section shall survive the termination of this Agreement.
12.3 Data Security and Storage. The service Provider shall adopt first-class archival procedures to store the Data. In the event of any loss or corruption of Data, Service Provider shall use its commercially reasonable efforts to restore the lost or corrupted Data from the latest backup of such Data maintained by the Service Provider in accordance with its archival procedures. Service Provider shall not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of Data caused by any third party, including, but not limited to, Amazon. THE SERVICE PROVIDER’S EFFORTS TO RESTORE LOST OR CORRUPTED DATA PURSUANT TO THIS SECTION SHALL CONSTITUTE THE SERVICE PROVIDER’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF DATA. Service Provider reserves the right to establish or modify its general practices and limits relating to the storage of Data.
12.4 Use of Aggregate Data. You understand and agree that Service Provider may aggregate
statistical information related to the performance of the Service(s), including meta-data for
purposes of updating and/or improving the Service(s), provided that such information does not identify You as the source of such data or include any personally identifiable information.
The parties acknowledge that each party may be exposed to or acquire communication or data of the other party that is confidential, privileged communication not intended to be disclosed to third parties. The provisions of this Section shall survive the termination of this Agreement.
13.1 Meaning of Confidential Information. For the purposes of this Agreement, the term“Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and/or, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available(other than through any unauthorized disclosure by, though, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, Data shall be deemed to be Confidential Information.
13.2 Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give, or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
13.3 Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.
13.4 Remedies for Breach of Obligation of Confidentiality. Each party acknowledges that breach of its obligation of confidentiality may give rise to irreparable injury to the other party, which damage may be inadequately compensable in the form of monetary damages. Accordingly, a party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available, to include, in at your election, the immediate termination of this Agreement corresponding to the breach of the or threatened breach, subject to the immediate payment of all Fees due hereunder as of the date of termination.
14.1 Undertaking by Service Provider. Without limiting Service Provider’s obligation of confidentiality as further described herein, Service Provider shall be responsible for establishing and maintaining a commercially reasonable data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that is designed to: (a) ensure the security and confidentiality of the Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Data; (c) protect against unauthorized disclosure, access to, or use of the Data; (d) ensure the proper disposal of Data; and, (e) ensure that all employees, agents, and subcontractors of Service Provider, if any, comply with all of the foregoing; provided, however, that Amazon shall not be required to execute any documents or certify its compliance with the confidentiality requirements contained in this Agreement. The safeguards of Service Provider’s data privacy and information security program may be less stringent than the safeguards that you use as described herein or allowed pursuant to the terms of this Agreement or any Addendum hereto.
15.1 Intentwise respects and complies with the EU General Data Protection Regulations (GDPR).
Some of the key ways we comply with these regulations are:
15.2 We explain what you’re consenting to clearly and without ‘legalese’, and ask that you explicitly consent to contact from us.
15.3 In the event of a breach we will notify affected users within 72 hours of first having become aware of the breach.
Right to Access
15.4 Users can request confirmation as to whether personal data concerning them is being processed, where and for what purpose. Further, we shall provide a copy of the personal data, free of charge, in an electronic format.
Right to be Forgotten
15.5 Once we have compared your (the subjects') rights to "the public interest in the availability of the data", we may delete your personal data where you have requested this.
15.6 We allow you to receive the personal data concerning you, which we will provide in a 'commonly used and machine-readable format' and you have the right to transmit that data to another ‘controller’.
For all AMC usage from within the Intentwise platform, you will need to agree the terms from Amazon.
17.1 Pre-existing Materials. You acknowledge that, while performing the Services, Service Provider may use software and related processes, instructions, methods, and techniques that have been previously developed by Service Provider (collectively, the “Pre-existing Materials,” which shall include the Services) and that the same shall remain the sole and exclusive property of Service Provider.
17.2 No License. Except as expressly set forth herein, no license is granted by either party to the other with respect to the Confidential Information or Pre-existing Materials. Nothing in this Agreement shall be construed to grant to either party any ownership or other interest, in the Confidential Information or Pre-existing Materials, except as may be provided under a license specifically applicable to such Confidential Information or Pre-existing Materials; provided, however, that, notwithstanding the foregoing, Service Provider’s right to utilize your Confidential Information in cooperation with Amazon shall not be affected by such restrictions.
17.3 The provisions of this Section shall survive the termination of this Agreement.
17.4 Use of Logo. You expressly provide your consent to the Service Provider to use your trademark or logo free of cost and to identify you as a customer on the Service Provider's Website and /or marketing collateral.
18.1 General Indemnification. Service Provider agrees to indemnify, defend, and hold harmless You (as used herein, “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any direct and intentional act, error or omission or misconduct of Service Provider during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; or, (b) any material breach of any covenant set forth in this Agreement; provided, however, that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the acts or omissions of an Indemnitee. You agree to indemnify, defend, and hold harmless the Service Provider from any and all Claims against Service Provider resulting from any action or inaction by you or your employees, contractors, agents, or affiliates.
18.2 Proprietary Rights Indemnification. Service Provider agrees to indemnify, defend, and hold harmless Indemnitees from and against all Claims which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to the Services infringing or misappropriating any United States or foreign patent, copyright, trade secret, trademark, or another proprietary right. In the event that Service Provider is enjoined from providing the Services and such injunction is not dissolved within thirty (30) calendar days, or such longer period as is reasonably necessary under the circumstances, or in the event that you are adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the access or use of the Services, then Service Provider shall, at its expense: (a) obtain for you the right to continue using such Services; (b) replace or modify such Services so that they do not infringe upon or misappropriate such proprietary right and is free to be used by you; or, (c) in the event that Service Provider is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, Service Provider shall reimburse to you any Fees paid for Services that have not yet been delivered only.
18.3 Trademark Intentwise, Intentwise logo, the names of individual Services, and their logos are trademarks of Intentwise Inc. You agree not to display or use, in any manner, the Intentwise trademarks without Intentwise's prior permission.
18.4 Indemnification Procedures. Promptly after receipt by you of a threat, notice, or filing of any Claim against an Indemnity, you shall give notice thereof to Service Provider; if failure to give or delay in giving such notice shall not relieve the Service Provider of any liability, it may have to the Indemnity except to the extent that Service Provider demonstrates that the defense of the Claim is prejudiced thereby. Service Provider shall have sole control of the defense and of all negotiations for settlement of a Claim, and you shall not independently defend or respond to a Claim; provided, however, that: (a) you may defend or respond to a Claim, at Service Provider’s expense, if your counsel determines, in its sole discretion, that such defense or response is necessary to preclude a default judgment from being entered against an Indemnitee; and, (b) you shall have the right, at its own expense, to monitor Service Provider’s defense of a Claim. At Service Provider’s request, you shall reasonably cooperate with Service Provider in defending against or settling a Claim; provided, however, that Service Provider shall reimburse you for all reasonable out-of-pocket costs incurred by you (including, without limitation, reasonable attorney’s fees, and expenses) in providing such cooperation.
18.5 Third-Party Beneficiaries. Other than as provided for in this Section, this Agreement is for the sole benefit of the signatories hereto and their permitted successors and assigns. Nothing, express or implied, in this Agreement, is intended to create or be construed to create any rights of enforcement in any persons or entities who are neither signatories to this Agreement nor nonparty Indemnitees.
18.6 Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION SET FORTH HEREIN, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE AND / OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDED, HOWEVER, THAT ANY LIABILITY OF EITHER PARTY IMPOSED HEREUNDER BY ANY COURT OF COMPETENT JURISDICTION, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT SHALL, IN ALL INSTANCES, NOT EXCEED AN AMOUNT EQUAL TO THREE (3) MONTH’S FEES PAID OR PAYABLE UNDER THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH ABOVE IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY ARISING FROM A BREACH OF SECTION 13 (CONFIDENTIALITY) OR A PARTY’S INDEMNITY OBLIGATIONS IN SECTION 17 FOR THIRD-PARTY CLAIMS.
If you believe that any content on our website violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written
notification (pursuant to the Digital Millennium Copyright Act of 1998 (“DMCA Takedown
Notice”)) must be provided to our designated Copyright Agent.
Intentwise’s Copyright Agent to receive DMCA Takedown Notices is RAGHU KASHYAP privacy [at] Intentwise.com, at Intentwise, Attn: DMCA Notice, 11440 W. Bernardo Court, Suite 300, San Diego, CA 92127. You acknowledge that for us to be authorized to take down any content, your DMCA Takedown Notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by Intentwise in connection with the written notification and allegation of copyright infringement.
20.1 Relationship between You and Service Provider. Service Provider represents and warrants that it is an independent contractor with no authority to contract for You or in any way to bind or to commit you to any agreement of any kind or to assume any liabilities of any nature in the name of or on behalf of You. Under no circumstances shall the Service Provider, or any of its staff, if any, hold itself out as or be considered an agent, employee, joint venture, or partner of yours.
20.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Illinois, without regard to principles of conflicts of law. The parties agree and submit to the jurisdiction of the courts sitting in Cook County, Illinois, and/or the Federal courts sitting in the Northern District of Illinois and waive all rights to any objection to the venue therein, including but not limited to objections based upon the doctrine of forum non convenes.
20.3 Attorneys’ Fees and Costs. In any arbitration, litigation, or another proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.
20.4 Compliance with Laws; Your Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders, and regulations issued.
20.5 Cooperation. Where agreement, approval, acceptance, consent, or similar action by either party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.
20.6 Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such exclusion and limitation of liability are specifically applicable to any interruption in service caused, directly or indirectly, by any action or inaction of Amazon. Such delays include, but are not limited to, fire, explosion, flood or another natural catastrophe, governmental legislation, acts, orders, or regulation, strikes, or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only if the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its reasonable efforts to minimize the delays caused by any such event beyond its reasonable control. The delayed party must notify the other party promptly upon the occurrence of any such event or performance by the delayed party will not be considered excused pursuant to this Section and inform the other party of its plans to resume performance.
20.7 Advertising and Publicity. Service Provider shall not refer to you directly or indirectly in any advertisement, news release, or publication without prior written approval from you.
20.8 No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
20.9 Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the beginning of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee. All notices to Service Provider hereunder shall also be sent (as set forth above) to privacy [at] Intentwise.com provided, however, that such copy shall not constitute notice to Service Provider.
20.10 Assignment of Agreement. Service Provider may assign this Agreement or any part thereof at any time without your consent, and you shall not assign this Agreement or any part thereof without Service Provider’s prior written consent, which may be withheld in Service Provider’s sole discretion. In the case of an assignment by the Service Provider, Service Provider represents and warrants that it has all requisite rights and power to transfer any agreements or other rights with third parties whose software is incorporated into the Services or who are necessary for the performance and use of the Services.
20.11 Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede all previous representations, understandings, or agreements between you and Service Provider as to the subject matter hereof. This Agreement may only be amended by a written instrument signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.
20.12 Cumulative Remedies. All rights and remedies of the Service Provider herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against you for the enforcement of this Agreement and temporary and permanent injunctive relief.
Intentwise built the Intentwise app as a Free app. This SERVICE is provided by Intentwise at no cost and is intended for use as is.
This page is used to inform visitors regarding our terms and policies with the collection, use, and disclosure of Personal Information if anyone decided to use our Service.
If you choose to use our Service, then you agree to the collection and use of information in relation to this policy. The Personal Information that we collect is used for providing and improving the Service. We will not use or share your information with anyone except as described in this policy.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH Intentwise AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
22.1 Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Intentwise agree (a) to waive your and Intentwise’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website, resolved in a court, and (b) to waive your and Intentwise’s respective rights to a jury trial. Instead, you and Intentwise agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
22.2 No Class Arbitrations, Class Actions or Representative Actions. You and Intentwise agree that any Dispute arising out of or related to these Terms and Conditions or use or access of our website is personal to you and Intentwise and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Intentwise agree that there will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Intentwise agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
22.4 Notice; Informal Dispute Resolution. You and Intentwise agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Intentwise shall be sent by certified mail or courier to Intentwise, Attn: RAGHU KASHYAP, 11440 W. Bernardo Court, Suite 300, San Diego, CA 92127. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Intentwise account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Intentwise cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Intentwise may, as appropriate and in accordance with this Section, commence an arbitration proceeding.
22.5 Process. EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND Intentwise AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR Intentwise WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND Intentwise WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Intentwise agree that (a) any arbitration will occur in Santa Clara County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. You agree that the party that prevails in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
22.8 Severability. If any term, clause, or provision of this Section is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
22.9 Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION BY WRITING TO: Intentwise, RE: OPT-OUT, 11440 W. Bernardo Court, Suite 300, San Diego, CA 92127.
We want to inform you that whenever you use our Service, in a case of an error in the app we collect data and information (through third-party products) on your phone called Log Data. This Log Data may include information such as your device Internet Protocol (“IP”) address, device name, operating system version, the configuration of the app when utilizing our Service, the time and date of your use of the Service, and other statistics.
Cookies are files with a small amount of data that are commonly used as unique anonymous identifiers. These are sent to your browser from the websites that you visit and are stored on your device's internal memory. This Service does not use these “cookies” explicitly. However, the app may use third-party code and libraries that use “cookies” to collect information and improve their services. You have the option to either accept or refuse these cookies and know when a cookie is being sent to your device. If you choose to refuse our cookies, you may not be able to use some portions of this Service.
We may employ third-party companies and individuals due to the following reasons: To facilitate our Service; To provide the Service on our behalf; To perform Service-related services, or to assist us in analyzing how our Service is used. We want to inform users of this Service that these third parties have access to your Personal Information. The reason is to perform the tasks assigned to them on our behalf. However, they are obligated not to disclose or use the information for any other purpose.
We value your trust in providing us with your Personal Information; thus, we are striving to use commercially acceptable means of protecting it. But remember that no method of transmission over the internet or method of electronic storage is 100% secure and reliable, and we cannot guarantee its absolute security.
If you have any questions or suggestions about our terms & policies, do not hesitate to contact us at privacy [at] intentwise.com.