Terms of Service

1. Agreement to Terms

These Terms of Service constitute a legally binding agreement made between you and Intugle concerning your access to and use of the Site and Services. By accessing or using the Site or Services you agree to be bound by these Terms. Supplemental terms or policies posted on the Site are expressly incorporated by reference. We may change or modify these Terms at any time in our sole discretion; we will alert you to material changes by updating the "Last updated" date. Continued use of the Site after any changes indicates your acceptance of the revised Terms.

The information on the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law. The Site is not tailored to comply with industry-specific regulations (for example, HIPAA or FISMA). If your intended or actual use of the Site would be subject to such laws you may not use the Site. The Site is intended for users who are at least 18 years old.

2. Intellectual Property Rights

Unless expressly indicated otherwise, the Site and all Content (including code, data models, APIs, dashboards, documentation, designs, text, graphics, images, sounds, and other materials) and the Marks are proprietary to Intugle or its licensors and protected by copyright, trademark, patent, unfair competition and other laws. Except for the limited rights expressly granted to you in these Terms or an applicable order form/MSA, Intugle reserves all rights, title and interest in and to the Site, the Services and the Content.

Provided that you are authorized to use the Site, Intugle grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Site and to download or print a copy of portions of the Content solely for your internal business purposes. You may not reproduce, distribute, republish, upload, post, publicly display, transmit, adapt, create derivative works of, sell or otherwise exploit the Site, the Services, or the Content for any public or commercial purpose without Intugle's prior written consent.

3. User Representations

By using the Site or Services you represent and warrant that:

• You have the legal capacity and authority to enter into these Terms and to comply with them;
• You are at least 18 years old and not a minor in the jurisdiction in which you reside;
• You will not access the Site through automated or non-human means (bots, scripts, scrapers) unless explicitly authorized in writing;
• You will not use the Site in any unlawful or unauthorized manner;
• You will not provide inaccurate, untrue, or incomplete information to Intugle.

If you provide information that is untrue or incomplete, Intugle may suspend or terminate your account and refuse any and all current or future use of the Site.

4. Fees, Payment, and Billing

Certain features, Products or Services are available for a fee. If you purchase access, you agree to the following terms:

• Payment methods & currency: We accept the forms of payment described on the applicable order form or during signup (e.g., credit card, ACH, wire). All amounts are in U.S. dollars unless otherwise specified.
• Billing & recurring charges: When subscribing to a paid service you authorize Intugle and its payment processors to charge your chosen payment method for fees in accordance with the applicable order form or subscription settings.
• Fees, taxes, and accuracy: You agree to pay all fees stated in the order form and any applicable taxes. We may add sales tax or other taxes as required by law.
• Changes to fees: We may change fees for subscription services; notice will be provided as required in the applicable agreement or by posting updates on the Site.
• Refunds & disputes: Unless otherwise specified in an applicable contract or required by law, payments are non-refundable. If you dispute a charge, contact us promptly at hello@intugle.ai.

5. Cancellation and Suspension

You may cancel a subscription as described in your account controls or by contacting hello@intugle.ai. Cancellation typically takes effect at the end of your then-current prepaid term.

Intugle reserves the right to suspend or terminate your access to the Site and Services without notice if you breach these Terms, fail to pay fees, present a security risk, or for other reasons set forth herein. In the event of termination for cause, you will remain liable for any unpaid fees accrued up to the effective date of termination.

6. Prohibited Activities

You shall not, and shall not permit any Authorized User to:

• Systematically retrieve data or content from the Site to create or compile a database or directory without Intugle's written permission;
• Access the Site using automated bots, spiders, scrapers, or other technologies unless expressly authorized by Intugle in writing;
• Reverse engineer, decompile, disassemble, or attempt to discover any source code, algorithms, or underlying structure of the Site except to the extent permitted by applicable law;
• Interfere with or disrupt the operation of the Site or servers, or circumvent technical controls or access restrictions;
• Upload or transmit viruses, malware, trojan horses, ransomware, or other harmful code;
• Use the Site to upload or transmit illegal, harassing, libelous, obscene, discriminatory, infringing, or otherwise objectionable content;
• Attempt to gain unauthorized access to other accounts, systems or networks connected to the Site;
• Use the Site to send unsolicited advertising, spam, chain letters, or mass mailings;
• Engage in any activity that competes with Intugle's products or services by creating a product with substantially similar features or functionality.

Violations may result in immediate termination and legal action.

7. User-Generated Content, Contributions, Submissions, and Licenses

7.1 User Contributions

The Site may permit you to create, submit, post, display, transmit, or otherwise make available content, comments, feedback, ideas, reviews, or other materials (collectively, "Contributions" or "User Contributions"). Contributions may be viewable by other users and third parties, and are subject to the Privacy Policy. By submitting Contributions you represent and warrant that you own or otherwise control all rights to your Contributions, and that your Contributions do not infringe the rights of any third party and comply with these Terms.

7.2 Contribution License

By posting or submitting Contributions, you grant to Intugle a royalty-free, worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable license to use, reproduce, distribute, prepare derivative works of, display and perform the Contributions in connection with Intugle's business and the operation of the Site and Services.

7.3 Submissions

Any questions, comments, suggestions, ideas, feedback or other information that you provide to Intugle ("Submissions") are non-confidential and will be Intugle's sole property. You hereby assign to Intugle all right, title and interest in and to such Submissions and waive any moral rights you may have. Intugle will be free to use Submissions without restriction.

8. U.S. Government Rights

If the Site or Services are acquired by or on behalf of the U.S. Government, the Site and Services are provided as "commercial items," and any U.S. Government use is subject to the standard commercial license terms set forth in these Terms, including the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation (DFARS) provisions applicable to commercial software/technical data where specified.

9. Site Management

Intugle may, but is not obligated to:

• Monitor the Site for violations;
• Take action against violations, including reporting to law enforcement;
• Remove or disable access to any Contributions that violate these Terms;
• Remove files or content that impair the Site; and
• Otherwise manage the Site to protect Intugle's rights and ensure proper functioning.

If we determine that you have violated these Terms or infringe third party rights, we may terminate or suspend your access.

10. Term, Suspension, and Termination

These Terms take effect when you first use the Site and remain in effect until terminated. Intugle may suspend or terminate your account and access for violation of these Terms, non-payment, or for any reason in our discretion (subject to any executed governing agreement). On termination you must cease use, pay all outstanding fees, and return or destroy any Intugle materials as requested. Provisions that by their nature should survive termination (including indemnity, warranty disclaimers, limitation of liability, intellectual property, and confidentiality) will survive.

11. Modifications and Interruptions

Intugle may change, suspend, or discontinue the Site or any part thereof at any time with or without notice. We will try to provide notice for material changes or scheduled maintenance. We shall not be liable for interruptions, delays, errors, or changes to the Site. You accept that service interruptions may occur.

12. Governing Law

These Terms and any action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

13. Dispute Resolution; Informal Negotiations; Binding Arbitration

13.1 Informal Negotiations

To expedite resolution and control the cost of any dispute, you and Intugle agree to first attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms (a "Dispute") by informal negotiation. The party asserting a dispute must send written notice describing the dispute to the other party. The receiving party must respond within thirty (30) days. The parties will negotiate in good faith for at least 60 days before initiating arbitration or litigation.

13.2 Binding Arbitration

If we cannot resolve a Dispute through negotiation, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court having jurisdiction. The arbitration will be held in New Castle County, Delaware (or another location agreed by the parties).

13.3 Restrictions

To the fullest extent permitted by law: (a) no arbitration will be combined with another proceeding; (b) no dispute may be arbitrated on a class or representative basis; and (c) no arbitration may be brought as a class action or private attorney general. You and Intugle hereby waive the right to file a class action or class arbitration claim.

13.4 Exceptions

Notwithstanding the foregoing, the following Disputes are not subject to informal negotiations or arbitration and may be litigated in court: (a) claims seeking injunctive or other equitable relief to protect intellectual property or trade secrets; (b) claims alleging theft, piracy, invasion of privacy or unauthorized use; and (c) claims that cannot by law or judicial order be arbitrated.

14. Corrections

We may update the Site content for errors, omissions, inaccuracies, and to correct pricing, descriptions or other information without prior notice. We reserve the right to refuse or cancel orders or signups where errors exist.

15. Disclaimer

THE SITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTUGLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INTUGLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.

16. Limitations of Liability

IN NO EVENT WILL INTUGLE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE (INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR REPLACEMENT COSTS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INTUGLE'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO INTUGLE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, IF NO FEES HAVE BEEN PAID, $1,000 USD), EXCEPT FOR LIABILITY ARISING FROM INTUGLE'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNITY OBLIGATIONS.

17. Indemnification

You agree to indemnify, defend and hold harmless Intugle, its affiliates and their officers, directors, employees and agents from and against any third-party claim, demand, suit, or proceeding (including reasonable attorneys' fees) arising from or relating to: (a) your use of the Site or Services in violation of these Terms; (b) your breach of any representations, warranties or obligations; or (c) your User Contributions or Service Data.

Intugle will defend and indemnify you against third-party claims alleging that Intugle's core Services infringe a third party's U.S. patent, copyright, trademark or trade secret rights; provided that you (i) promptly notify Intugle in writing of the claim, (ii) give Intugle sole control of the defense and any settlement, and (iii) reasonably cooperate in the defense at Intugle's expense.

18. User Data; Backups; Responsibility

You are responsible for backing up any data you transmit to or store on the Site. While Intugle performs routine backups, Intugle shall not be liable for any loss or corruption of such data. Intugle's data retention and export practices will be as specified in any applicable agreement (MSA/SOW) or in the Privacy Policy.

19. Electronic Communications, Transactions, and Signatures

Visiting the Site, sending emails, or completing online forms constitutes electronic communications. You consent to receive electronic communications from Intugle. These communications satisfy any legal requirement that such communications be in writing. You agree to the use of electronic signatures and records.

20. Miscellaneous

These Terms, together with any applicable order form, MSA, DPA, SLA, and the Privacy Policy, constitute the entire agreement between you and Intugle regarding the Site and Services, superseding prior agreements. Failure by Intugle to enforce any provision will not constitute a waiver. If any provision is found invalid or unenforceable, the remaining provisions remain in full force. You may not assign these Terms without Intugle's consent, except in connection with a sale of substantially all assets or a merger. Intugle may assign these Terms with notice.

21. Changes to the Site or These Terms

We may revise these Terms from time to time. The "Last updated" date reflects the effective date. Material changes will be communicated as required; your continued use of the Site constitutes acceptance of changed Terms.

22. Contact Us

For questions, complaints or notices, contact us at:

To report abuse, security issues, or DMCA notices, please email hello@intugle.ai with details.