General terms and conditions

INTENTO, INC.

GENERAL TERMS AND CONDITIONS

Last modified: July 19, 2021

THESE GENERAL TERMS AND CONDITIONS (THE “TERMS AND CONDITIONS”) GOVERN USE OF THE INTENTO PLATFORM SERVICES.  BY USING THE PLATFORM SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE GENERAL TERMS AND CONDITIONS, AND THE APPLICABLE SUBSCRIPTION TERMS.  THESE GENERAL TERMS AND CONDITIONS, TOGETHER WITH THE APPLICABLE SUBSCRIPTION TERMS, CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN CUSTOMER AND INTENTO, INC. (“INTENTO” OR THE “COMPANY”).

If you are entering into these Terms and Conditions on behalf of an entity, you represent that you have the actual authority to bind such entity to these Terms of Service.

Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 16.15 below.

1. Provision of the Platform Services.

1.1 Platform Services Use. Subject to these Terms and Conditions and the applicable subscription terms, during the Platform Services Term, Customer may: (a) use the Platform Services, (b) integrate the Platform Services into any Application that has material value independent of the Platform Services, and (c) use any Software provided by Intento as part of the Platform Services. Customer may not sublicense or transfer these rights except as permitted under the Assignment section of the Agreement.

1.2 Facilities. All facilities used to store and process an Application and Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Intento processes and stores its own information of a similar type. Intento has implemented at least industry standard systems and procedures to (i) ensure the security and confidentiality of an Application and Customer Data, (ii) protect against anticipated threats or hazards to the security or integrity of an Application and Customer Data, and (iii) protect against unauthorized access to or use of an Application and Customer Data.

1.3 Data Location. Intento may process and store the Customer Data anywhere Intento or its agents maintain facilities. By using the Platform Services, Customer consents to this processing and storage of Customer Data, and acknowledges and agrees that Intento is merely a data processor. Intento operates or controls the operation of the Platform Service from offices in the United States. In addition, the Platform Services may be mirrored, and other websites operated or controlled by Intento may be located, at various locations in and outside of the United States. Intento makes no representation or warranty that all of the features of the Platform Services will be available outside of the United States, or that they are permitted to be accessed outside of the United States. Customer acknowledges that Customer is solely responsible for any decision by you to use of the Platform Services from other locations, and that such use may be subject to, and that Customer is responsible for, compliance with applicable local laws.

1.4 Access Keys. Customer must have Access Keys to use the Platform Services, and is responsible for the security of the Access Keys, and for any use of the Access Keys. If Customer becomes aware of any unauthorized use of the Access Keys, Customer will notify Intento as promptly as possible. Intento provides two Access Keys to the Customer: the Sandbox Key and the Integration Key. Intento has no obligation to provide Customer multiple Integration Keys.

1.5 Intento Content. Except as may be otherwise noted, the information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available through the Platform Services (collectively, “Intento Content”) are the copyrighted works of Intento and its licensors, and Intento and its licensors expressly retain all right title and interest in and to the Intento Content, including, without limitation, all intellectual property rights therein and thereto.

1.6 Third Party Content and Trademarks. In addition to Intento Content, the Platform Services may contain information and materials (API descriptions, specifications and metadata, pricing information and links to third-party websites and other information) that have either been made accessible to Intento by third parties, including but not limited to suppliers, manufacturers, merchants, publications, publicists; or been gathered from public-domain sources (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Service, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content. All third-party trademarks, registered trademarks, product names, and company names or logos mentioned in the Platform Service ("Third-Party Trademarks") are the property of their respective owners, and the use of such Third-Party Trademarks inures to the benefit of each owner. The use of such Third-Party Trademarks is intended to describe the third-party goods or services and to denote interoperability and does not constitute an affiliation by Intento and its licensors with such company or an endorsement or approval by such company of Intento or its licensors or their respective products or services.

 

1.7 Third Party Content Accuracy. The intention of Intento is that all information on the Intento website (the “Site”) should be accurate and up-to-date. However, Intento cannot guarantee the reliability or the accuracy of the information contained within or provided by the Platform Services.

The aforementioned information may be displayed in either original form or after being processed by various algorithms including but not limited to machine translation, summarization and entity extraction.

While the information contained in the Platform Services has been obtained from sources believed to be reliable, Intento disclaims all warranties as to the accuracy, completeness or adequacy of such information. Customer assumes sole responsibility for the use it makes of Platform Services to achieve Customer’s intended results.

In case of any error or infringement please contact us at hello@inten.to

1.8 New Applications and Platform Services. Intento may: (i) make new applications, tools, features or functionality available from time to time through the Platform Services and (ii) add new Platform Services to the “Platform Services” definition from time to time (by adding them at the URL set forth under that definition), the use of which may be contingent upon Customer’s agreement to additional terms.

1.9 Modifications.

a. To the Platform Services. Intento may make updates to the Platform Services from time to time.

b. To the Terms and Conditions. Intento may make changes to these Terms and Conditions. Customer will be notified 30 days before the material changes to the Terms and Conditions become effective, except if the changes apply to new functionality or to the public pricing of the Third-Party Platform Services for in which case they will be effective immediately. If Customer does not agree to the revised Terms and Conditions, Customer shall stop using the Platform Services. Customer’s continued use of the Platform Services will constitute Customer’s agreement to the revised Terms and Conditions.

1.10 Automatically ingested content. API descriptions, specifications and metadata, pricing information and links to third-party websites and other information have either been made accessible by suppliers, manufacturers, merchants, publications, publicists; or been gathered from public-domain sources. The intention of Intento is that all information on the website should be as accurate and up-to-date as possible. However, Intento cannot guarantee the reliability or the accuracy of the information contained within its pages. We urge our users to conduct their own research prior to purchasing from the vendors listed on our service to ensure the accuracy of the prices. All the actions taken by the user of the website are the responsibility of the individual. Intento cannot make any guarantees that any information is correct or be held liable for any actions taken based on the product and pricing information provided.

The aforementioned information may be displayed in either original form or after being processed by various algorithms including but not limited to machine translation, summarization and entity extraction.

While the information contained on the Intento website has been obtained from sources believed to be reliable, Intento disclaims all warranties as to the accuracy, completeness or adequacy of such information. Customer assumes sole responsibility for the use it makes of this Website to achieve Customer’s intended results.

In case of any error or infringement please contact us at hello@inten.to

Intento automatically crawls information to find new APIs and uses commercially reasonable efforts to keep information up-to-date. If you become aware of an error in the Platform Services information, please contact us at hello@inten.to.

1.11 Performance evaluation

Intento Platform Services use and provide information about performance of various third-party services. The performance measures are estimated according to Intento’s benchmarking methodology using public and Intento internal datasets. The performance comparison is valid regarding the data and methodology Intento used, at the time Intento has accessed those services. It does not imply any assessment of either providers of those services or their brands or the applicability of those services to particular business needs of Intento users. Moreover, it's highly likely that the performance estimated on other datasets would differ.

Intento provides performance estimations on the Company’s own and public datasets. To obtain an estimate of the performance of your dataset, please contact us at hello@inten.to.

1.12 Third-Party Services

The Site may include forms that allow Customer to input criteria for finding service vendors (such as desired features and services, price points, etc.). Intento Platform Services will use the information entered by Customer to deliver a list of vendors that may fit Customer needs. The vendors Intento may suggest are independent parties and are not agents of Intento. Intento does not endorse or recommend the services of any particular vendor. It is entirely up to Customer to evaluate a vendor’s qualifications. Intento does not guarantee that it will be able to match Customer service needs with an appropriate vendor or that there are vendors that are capable or willing to provide Customer service needs.

2. Taxes.

Customer is responsible for any Taxes arising with respect to the Platform Services (except for taxes on Intento’s net income), and Customer will pay Intento for the Platform Services without any reduction for Taxes.

3. Customer Obligations.

3.1 Compliance. Customer is solely responsible for its Applications, and Customer Data and for ensuring that its Applications, and Customer Data comply with the AUP. Intento reserves the right to review the Application and Customer Data for compliance with the AUP. Customer is responsible for ensuring all Customer End Users comply with Customer’s obligations under the AUP and the restrictions in Sections 3.3 and 3.5 below.

3.2 Privacy. Customer will obtain and maintain any required consents necessary to permit the processing of Customer Data by Intento under these Terms and Conditions.

3.3 Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Platform Services (subject to Section 3.4 below and except to the extent such restriction is expressly prohibited by applicable law); (b) use the Platform Services for High Risk Activities; (c) sublicense, resell, or distribute any or all of the Platform Services separate from any integrated Application; (d) create multiple Applications to simulate or act as a single Application or otherwise access the Platform Services in a manner intended to avoid incurring License Fees; (e) use the Platform Services to operate or enable any telecommunications service or in connection with any Application that allows Customer End Users to place calls or to receive calls from any public switched telephone network; or (f) process or store any Customer Data that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Unless otherwise specified in writing by Intento, Intento does not intend uses of the Platform Services to create obligations under HIPAA, and makes no representations that the Platform Services satisfy HIPAA requirements. If Customer is (or becomes) a Covered Entity or Business Associate, as defined in HIPAA, Customer will not use the Platform Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless Customer has received prior written consent to such use from Intento.

3.4 Third Party Components. Third party components (which may include open source software) of the Platform Services may be subject to separate license agreements. To the limited extent a third-party license expressly supersedes these Terms and Conditions, that third party license governs Customer’s use of that third party component.

3.5 Documentation. Intento may provide Documentation for Customer’s use of the Platform Services. The Documentation may specify restrictions (e.g. attribution or HTML restrictions) on how the Applications may be built or the Platform Services may be used and Customer will comply with any such restrictions specified.

3.6 Limited Service Content License. Intento grants Customer a  limited, revocable, non-transferable, non-exclusive right to use the Intento Content and Third Party Content (collectively, “Service Content”) by displaying the Service Content on end-user computers and using Service Content in Customer’s Applications, under the condition that

(i) it complies with AUP,

(ii) Customer does not modify or prepare derivative works from the Service Content,

(iii) Customer does not obscure, alter or remove any notice of copyright set forth on any Service Content,

(iv) Customer does not otherwise reproduce, re-distribute or publicly display any of the Service Content.

3.7 User Content. If Customer elects to display, post, submit or otherwise make available to others, through the Platform Services any content or works of authorship, including, without limitation, images, audio files, text, software (but excluding User software) or other materials, (collectively, “User Content”), Customer hereby grants to Intento a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute such User Content, for any purpose. In addition, Customer hereby irrevocably represents and warrants to Intento that (i) Customer has all necessary power, authority, right, title and/or licenses to grant to Intento the foregoing right and license and (ii) the posting, submission, display by by Customer of User Content, and the exercise by Intento of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) no User Content you provide (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) is discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) is libelous or defamatory. For the avoidance of doubt, any information or data from Customer accounts with third party services (i.e., Gmail or Dropbox) that is passes through or is processed by Intento and which you do not make publically available on Intento, is not User Content, and Intento does not receive any rights in such information or data.

4. Suspension and Removals.

4.1 Suspension/Removals. If Customer becomes aware that any Application or Customer Data violates the AUP, Customer will immediately suspend the Application and/or remove the relevant Customer Data (as applicable). If Customer fails to suspend or remove as noted in the prior sentence, Intento may specifically request that Customer do so. If Customer fails to comply with Intento’s request to do so within twenty-four hours, then Intento may disable the Application and/or disable the Account (as may be applicable) until such violation is corrected.

4.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then Intento may automatically suspend the offending Application and/or Account. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or resolve the Emergency Security Issue. If Intento suspends an Application or the Account, for any reason, without prior notice to Customer, at Customer’s request, Intento will provide Customer the reason for the suspension as soon as is reasonably possible.

5. Intellectual Property Rights; Use of Customer Data; Feedback.

5.1 Intellectual Property Rights. Except as expressly set forth in these Terms and Conditions, these Terms and Conditions do not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data and the Application (if applicable), and Intento owns all Intellectual Property Rights in the Platform Services and Software.

5.2 Use of Customer Data. Intento will not access or use Customer Data, except as necessary to provide the Platform Services to Customer.

Customer Data transferred via Platform Services may be analyzed automatically by the Platform Services to identify the best appropriate Third-Party Service among candidate Third-Party Platform Services (“Smart Routing”) if Customer is requested to do so and to improve the Smart Routing only. Customer Data is never used by Intento, directly or indirectly, to improve any other Intento Service except the Smart Routing.

A detailed description of what Customer Data is received by Intento, how it is stored and processed is presented in Exhibit B (Data Processing) with all changes governed by 1.10.

5.3 Customer Feedback. If Customer provides Intento Feedback about the Platform Services, then Intento may use that information without obligation to Customer, and Customer hereby irrevocably assigns to Intento all right, title, and interest in that Feedback.

6. Technical Support Platform Services

6.1 By Customer. Customer is responsible for technical support of its Applications.

6.2 By Intento. Intento provides a basic Technical Support Platform Services, so that if the Platform Services stopped to operate according to their specification, Intento use commercially reasonable efforts to remedy service failures as soon as possible during normal business hours.

7. Deprecation of Platform Services

7.1 Discontinuance of Platform Services. Subject to Section 7.2, Intento may discontinue any Platform Services or any portion or feature for any reason at any time without liability to Customer.

7.2 Deprecation Policy. Intento will notify Customer if it intends to discontinue or make backwards incompatible changes to the Platform Services subscribed to by Customer. Intento will use commercially reasonable efforts to continue to operate those Platform Services without these changes for at least one year after that notice, unless (as Intento determines in its reasonable good faith judgment):

(i) required by law or third party relationship (including if there is a change in applicable law or relationship), or

(ii) doing so could create a security risk or substantial economic or material technical burden.

The above policy is the “Deprecation Policy.”

8. Platform Services Term and Termination of Platform Services.

8.1 Agreement Platform Services Term. The “Platform Services Term” means the period for which the Customer has subscribed to access and use the Platform Services.

8.2 Termination for Breach. Either party may terminate the Platform Services for breach if: (i) the other party is in material breach of the Terms and Conditions or applicable subscription terms and fails to cure that breach within thirty  (30) days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of these Terms and Conditions or the applicable terms of more than two times notwithstanding any cure of such breaches.

8.3 Termination for Inactivity. Intento reserves the right to terminate the Platform Services for inactivity, if, for a period exceeding 180 days: (a) an Application has not served any requests; and (b) no electronic bills are being generated.

8.4 Termination for Convenience. Intento may terminate the Platform Services for its convenience at any time without liability to Customer, provided Intento shall refund prepaid and unused License Fees in the event of such termination.

8.5 Effect of Termination. If the Platform Services are terminated, then: (i) the rights granted by one party to the other will immediately cease; (ii) Customer will delete the Software, any Service Content, any Application and any Customer Data stored on the Intento facilities; and (iii) upon request, each party will use commercially reasonable efforts to return or destroy all Confidential Information of the other party.

9. Publicity.

Customer is permitted to state publicly that it is a customer of the Platform Services, consistent with the Trademark Guidelines. If Customer wants to display Intento Brand Features in connection with its use of the Platform Services, Customer must obtain written permission from Intento by sending a request to hello@inten.to. Intento may include Customer’s name or Brand Features in a list of Intento customers, online or in promotional materials. Intento may also verbally reference Customer as a customer of the Platform Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will insure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

10.  Representations and Warranties.

Each party represents and warrants that: (a) it has full power and authority to enter into these Terms and Conditions and the applicable subscription terms; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable.

Customer represents and warrant that Customer (i) is not on a list of persons barred you from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security)or other applicable jurisdiction and (iii) is not a resident of Cuba, Iran, North Korea, Sudan or Syria or any other country subject to U.S. trade sanctions.

11. Disclaimers.

THE PLATFORM SERVICES ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND INTENTO MAKES NO WARRANTY THAT THE PLATFORM SERVICES OR INTENTO CONTENT ARE COMPLETE, SUITABLE FOR CUSTOMER’S PURPOSE, OR ACCURATE. ON BEHALF OF ITSELF AND ITS LICENSORS, INTENTO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED, STATUTORY OR OTHER WARRANTIES WITH RESPECT TO THE PLATFORM SERVICES, OR THE AVAILABILITY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFIRNGEMENT. THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE PLATFORM SERVICES RESTS WITH CUSTOMER. INTENTO IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE PLATFORM SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION AND CUSTOMER DATA. NEITHER INTENTO NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SOFTWARE OR THE PLATFORM SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE PLATFORM SERVICES ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

12. Confidential Information.

12.1 Obligations. The recipient will not disclose the Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfil obligations to the other party while using reasonable care to keep it confidential.

12.2 Required Disclosure. Notwithstanding any provision to the contrary in this Agreement, the recipient may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient uses commercially reasonable efforts to: (i) promptly notify the other party of such disclosure before disclosing; and (ii) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (i) and (ii) above will not apply if the recipient determines that complying with (i) and (ii) could: (a) result in a violation of Legal Process; (b) obstruct a governmental investigation; and/or (c) lead to death or serious physical harm to an individual. As between the parties, Customer is responsible for responding to all third-party requests concerning its use and Customer End Users’ use of the Services.

13. Limitation of Liability.

13.1 Limitation on Indirect Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT INTENTO SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES ARISING OUT OF OR CONNECTED TO CUSTOMER’S USE OF, OR INABILITY TO THE PLATFORM SERVICES, INCLUDING, WITHOUT LIMITATION, ANY AND ALL DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OR PROFITS, LOSS OF REVENUE, LOSS OF DATA., LOSS OF GOODWILL OR FOR ANY COST OF COVER OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF INTENTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT, WHETHER IN BREACH OF CONTRACT OR IN TORT, INCLUDING NEGLIGENCE.

14. Indemnification.

14.1 By Customer. Unless prohibited by applicable law, Customer will defend and indemnify Intento and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from: (i) any Application, Customer Data or Customer Brand Features; or (ii) Customer’s, or Customer End Users’, use of the Platform Services in violation of the AUP.

14.2 By Intento. Intento will defend and indemnify Customer and its Affiliates against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising solely from an Allegation that use of (a) Intento’s technology used to provide the Platform Services (excluding any open source software) infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark, or (b) any Intento Brand Feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.

14.3 Exclusions. This Section 14 will not apply to the extent the underlying Allegation arises from:

a. the indemnified party’s breach of these Terms and Conditions;

b. modifications to the indemnifying party’s technology or Brand Features by anyone other than the indemnifying party;

c. combination of the indemnifying party’s technology or Brand Features with materials not provided by the indemnifying party; or

d. use of non-current or unsupported versions of the Platform Services or Brand Features;

14.4 Conditions. Sections 14.1 and 14.2 will apply only to the extent:

a. The indemnified party has promptly notified the indemnifying party in writing of any Allegation(s) that preceded the Third-Party Legal Proceeding and cooperates reasonably with the indemnifying party to resolve the Allegation(s) and Third-Party Legal Proceeding. If breach of this Section 14.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying party’s obligations under Section 14.1 or 14.2 (as applicable) will be reduced in proportion to the prejudice.

b. The indemnified party tenders sole control of the indemnified portion of the Third-Party Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

14.5 Remedies.

a. If Intento reasonably believes the Platform Services might infringe a third party’s Intellectual Property Rights, then Intento may, at its sole option and expense: (a) procure the right for Customer to continue using the Platform Services; (b) modify the Platform Services to make them non-infringing without materially reducing their functionality; or (c) replace the Platform Services with a non-infringing, functionally equivalent alternative.

b. If Intento does not believe the remedies in Section 14.5(a) are commercially reasonable, then Intento may suspend or terminate Customer’s use of the impacted Platform Services.

14.6 Sole Rights and Obligations. Without affecting either party’s termination rights, this Section 14 states the parties’ only rights and obligations with respect to third party's Intellectual Property Rights Allegations and Third-Party Legal Proceedings.

15. U.S. Federal Agency Users.

The Platform Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable Federal Acquisition Regulations and their agency supplements.

16. Miscellaneous.

16.1 Notices. All notices shall be sent by email.  The email address for notices sent to Customer shall be the address given at the time the Customer subscribes to the Platform Services. The email address for notices being sent to Intento’s Legal Department is hello@inten.to. Notice will be treated as given on receipt as verified by written or automated receipt or by electronic log (as applicable).

16.2 Assignment. Neither party may assign any part of these Terms and Conditions without the written consent of the other (such consent not to be unreasonably withheld, conditioned or delayed), except to an where: (a) the assignee is succeeding to the business and assets of the assignor and has agreed in writing to be bound by the terms of these Terms and Conditions; and (b) the assigning party has notified the other party of the assignment.

16.3 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

16.5 No Agency. These Terms and Conditions and any applicable subscription terms do not create any agency, partnership or joint venture between the parties.

16.6 No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms and Conditions.

16.7 Severability. If any terms of these Terms and Conditions is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

16.8 No Third-Party Beneficiaries. These Terms and Conditions do not confer any benefits on any third party unless it expressly states that it does.

16.9 Equitable Relief. Nothing in these Terms and Conditions will limit either party’s ability to seek equitable relief.

16.10 U.S. Governing Law.

a.  For U.S. Federal Government Entities. If Customer is a U.S. federal government entity then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW: (I) THE LAWS OF THE STATE OF CALIFORNIA WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW; AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN THE CITY AND COUNTY SAN FRANCISCO, CALIFORNIA.

c. For All Other Entities. If Customer is any entity not set forth in Section 16.10(a) or (b) then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF THE CITY AND COUNTY OF SAN FRANCISCO, CALIFORNIA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

16.11 Amendments. Except as set forth in Section 1.9, any amendment must be in writing, signed by both parties, and expressly state that it is amending these Terms and Conditions and any applicable subscription terms

16.12 Survival. The following Sections will survive expiration or termination of these Terms and Conditions: 5, 11, 12 13, 14, and 16.

16.13 Entire Agreement. These Terms and Conditions and the applicable subscription terms set out all terms agreed between the parties and supersedes all other agreements between the parties relating to its subject matter. In entering into these Terms and Conditions and the applicable subscription terms, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly set out in these Terms and Conditions and the applicable subscription terms.

16.15 Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth below.

·       “Account” means Customer’s Intento account.

·       “Access Key” means an alphanumeric key that is uniquely associated with Customer. To initiate a session with the Intento Platform Services, the Application must pass this Key. This may be either a Sandbox Key or an Integration Key.

·       “Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

·       “Allegation” means an unaffiliated third party’s allegation.

·       “Application(s)” means any web or other application Customer creates using the Platform Services, including any source code written by Customer to be used with the Platform Services.

·       “AUP” means the acceptable use policy set forth here for the Platform Services as presented in the Exhibit A.

·       “Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

·       “Confidential Information” means information that one party (or an Affiliate) discloses to the other party, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.

·       “Control” means control of greater than fifty percent of the voting rights or equity interests of a party.

·       “Customer Data” means content provided to Intento by Customer (or at its direction) via the Platform Services under the Account, as well as data obtained by processing of such content with Intento Platform Services or Third-Party Services.

·       “Customer End Users” means the individuals Customer permits to use the Application.

·       “Documentation” means the Intento documentation (as may be updated from time to time) in the form generally made available by Intento to its customers for use with the Platform Services at https://github.com/intento/intento-api.

·       “Emergency Security Issue” means either: (a) Customer’s or Customer End Users’ use of the Platform Services in violation of the AUP, which could disrupt: (i) the Platform Services; (ii) other customers’ or their customer end users’ use of the Platform Services; or (iii) the Intento network or servers used to provide the Platform Services; or (b) unauthorized third party access to the Platform Services.

·       “Feedback” means feedback or suggestions about the Platform Services provided to Intento by Customer.

·       “License Fees” means the applicable license fees for the Platform Services and any applicable Taxes.

·       “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Platform Services could lead to death, personal injury, or environmental damage.

·       “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.

·       “Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party; and (ii) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

·       “Integration Key” provides the full access to Platform Services.

·       “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.

·       “Legal Process” means a data disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

·       “Platform Services” means the Intento RESTful API and data provided via the API.

·       “Software” means any downloadable tools, software development kits or other such proprietary computer software provided by Intento in connection with the Platform Services, which may be downloaded by Customer, and any updates Intento may make to such Software from time to time.

·       “Taxes” means any duties, customs fees, or taxes (other than Intento’s income tax) associated with the purchase of the Services, including any related penalties or interest.

·       “Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

·       “Trademark Guidelines” means Intento’s Guidelines for Third Party Use of Intento Brand Features, available by request to hello@inten.to.

 

EXHIBIT A

INTENTO API PLATFORM ACCEPTABLE USE POLICY

Use of the Platform Services is subject to this Acceptable Use Policy.

Capitalized terms have the meaning stated in the applicable agreement between Customer and Intento.

Customer agrees not to, and not to allow third parties to use the Platform Services:

·       to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing Customer End Users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);

·       to engage in, promote or encourage illegal activity;

·       for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);

·       to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;

·       to interfere with the use of the Platform Services, or the equipment used to provide the Platform Services, by customers, authorized resellers, or other authorized users;

·       to disable, interfere with or circumvent any aspect of the Platform Services;

·       to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisements      or other solicitations (“spam”); or

·       to use the Platform Services, or any interfaces provided with the Platform Services, to access any other Intento product or service in a manner that violates the terms of service of such other Intento product or service.

·       to engage in scraping or other automated collection of information from the Intento website.

 

EXHIBIT B

DATA PROCESSING

This document describes what Customer Data is received by Intento, how it is transmitted, processed, and stored.

1. Types of Data Transit

There are two places where Customer data cross the perimeter of Intento network (in case of the Hosted Services):

1.         Data transit from Customer to Intento (sending the requests and retrieving the data processing results)

2.         Data transit from Intento to Third-Party Service Providers (such as Machine Translation services)

In both places, the data is protected using industry-standard encryption.

Note: based on customer request, Intento may provide dedicated endpoints for customer requests, included in the Customer's Virtual Private Network. There also may be separate endpoints for data processing and account management APIs.

2. Types of Data Storage

There are the following types of storage where we may store the user data:

1.         Short-term in-memory storage

2.         Customer-Intento request logs (persistent). Contain the request metadata and used for billing purposes and calculating user statistics. May be deleted by a user request.

3.         Intento-Provider request logs (persistent). Contain the request metadata and detailed request data for debug purposes (opt-in requested by the user, see the API docs https://github.com/intento/intento-api#debug-mode). May be deleted by a user request.

4.         Async job storage (temporary storage of the request payload and response to serve results to a Customer; protected by industry-standard encryption)

5.         Credentials manager (persistent storage of Customer credentials to third-party services, protected by industry-standard encryption)

Currently, we use a single location to store all the Customer Data (US West 2 region (Oregon) in the Amazon AWS cloud). We may switch the Cloud Computing vendor to maintain availability as necessary, provided that the vendor maintains the same high level of security (i.e. Azure, Google Cloud). We also may deploy separate instances of the service where appropriate, provided that the contract covers the setup and support. 

3. Types of Customer Data

Intento identifies five types of Customer Data:

1.         Customer contact information associated with Intento account (name, phone, email address etc.)

2.         Customer request payload and response (e.g. text to be translated and translation results).

3.         Customer credentials to 3rd party services (e.g. service account for Google AutoML Translate connected to Intento)

4.         Customer request metadata (usage logs and statistics)

5.         Intento API Keys provided to Customer.

All Customer Data stored persistently is encrypted, accessible only to the user account that owns the data and the Intento employees, which is covered with proper NDAs. More details on what user data is stored at which storage below.

3.1 Customer Contact Information

The Customer Contact Information is stored in the relational database (PostgreSQL) and accessible to Customer and to authorized Intento employees (Customer Service, Account Managers). Also, this data is stored in our CRM system (Hubspot) and document management systems (Google G Suite, Atlassian Confluence, Docusign).

3.2 Customer Request Payload and Response

The Customer Request payload is stored temporarily (in memory) for milliseconds between receiving Customer API request and sending a request to the vendor. There are two cases when it may be stored longer:

1.         Customer explicitly asked us to store it for the debug purposes by specifying the API parameter. In this case, this is stored in its entirety in both client and provider request logs.

2.         Customer uses the asynchronous mode. In this case, the input data is stored in the Async job storage for the specified time (30 days by default, configured by customer request).

The Customer Request Response may include both results of the successful data processing and error messages from a Third-Party Services. It is stored temporarily (in memory) for milliseconds between receiving an answer from an external service and sending the result to the clients. There are two cases when it may be stored longer:

1.         Customer explicitly asked us to store it for the debug purposes by specifying the API parameter. In this case, this is stored in its entirety in both client and provider request logs.

2.         Customer uses the asynchronous mode. In this case, the input data is stored in the Async job storage for the specified time (30 days by default, configured by customer request).

3.3 Customer credentials to 3rd party services

The Customer credentials to 3rd party services are stored temporarily (in memory) for milliseconds between receiving Customer request and sending a request to the vendor unless Customer has explicitly saved them in Intento Credentials Manager (necessary to use Third-Party Services with complex authentication protocols, such as Google AutoML).

3.4 Customer Request Metadata

The Customer Request Metadata is everything contained in the request except the Customer Request Payload, Response, and Customer Credentials to Intento and Third-Party      Services. Additionally, the metadata includes metadata derived from the payload. For Machine Translation, the derived metadata is the size of the text and the detected language. The request metadata is securely stored in Intento logs for requests from Customer to Intento server.

User credentials in the Intento Credentials Manager are stored persistently in the encrypted form. User has full control over them via the Intento Console.

3.5 Intento API Keys provided to Customer

Intento API Keys provided to the Customer are securely stored in the Intento API Gateway and accessible only to the customer and authorized Intento employees (Account Managers). 

4. Data Separation 

In order to secure customer data, we provide a separation on the system level between:

·       the business-critical Customer Data (request payload, response, Intento API keys, and third-party credentials) and

·       data, required for Intento business operation and customer support (request metadata).

This is illustrated on the below diagram. 

This separation is also maintained in security policies:

·       client business-critical data may be stored only by explicit consent of the client for debug purposes and immediately deleted afterward

·       authorized personnel may access client API key and perform requests with the client API key only by consent of the client

All the above exclusions are logged, monitored, and audited.