Customer Terms of Service

1.1 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For the purposes of this definition, "control" means ownership of more than fifty percent (50%) of the voting interests of the relevant entity.

1.2 "Customer Data" means all data, content, and information that is submitted to or collected through the Services by or on behalf of you or your Users. Customer Data does not include Intempt Content or Aggregate Data.

1.2a "Customer AI Models" means the AI models, including predictive models, scoring models, segmentation models, recommendation engines, statistical models, and any other AI artifacts that Intempt trains using Customer Data within Customer's isolated tenant environment, solely to provide the Services to Customer. Customer AI Models are trained exclusively on Customer Data, within Customer's isolated environment, and are never shared with or accessible by any other Intempt customer.

1.3 "Customer Materials" means any materials, content, graphics, or other assets that you upload, post, or otherwise make available through the Services.

1.4 "Documentation" means the current technical documentation for the Services as published by Intempt and made available at help.intempt.com and docs.intempt.com.

1.5 "Intempt Content" means the Services themselves, the Documentation, all software, dashboards, AI-generated outputs, Aggregate Data, pre-built templates, and any other content or materials provided or made available by Intempt.

1.5a "Regulatory Action" means any investigation, enforcement action, fine, penalty, or order imposed by any governmental authority, data protection supervisory authority, or regulatory body in connection with the processing of Customer Data or Customer Personal Data.

1.6 "Order Form" means the Intempt-approved ordering document that specifies the Services you have purchased, the applicable Subscription Term, usage limits, and the fees payable by you.

1.7 "Professional Services" means implementation, onboarding, data migration, managed programs (including IntemptVIP), advisory, consulting, or other services that may be purchased under an Order Form or Statement of Work.

1.8 "Services" means the Intempt CRM, including all features, tools, AI-powered capabilities, AI intelligence layer, application programming interfaces (APIs), software development kits (SDKs), integrations, mobile applications, and modules — including Experiences, Journeys, Recommendations, Analytics, Sales CRM, and AI Assistants — made available to you under your subscription or Order Form, whether accessed through app.intempt.com, assistant.intempt.com, our mobile applications, or any other Intempt-provided interface.

1.9 "Subscription Term" means the initial term specified in your Order Form, together with any renewal term(s) that apply in accordance with this Agreement.

1.10 "User" means any individual who is authorized by you to access and use the Services under your account.

2.1 Access Grant. Subject to the terms and conditions of this Agreement and during the Subscription Term, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business purposes and in accordance with the Documentation.

2.2 Users. All Users must be at least eighteen (18) years of age. You are responsible for the activities of your Users and for ensuring that they comply with the terms of this Agreement.

2.3 Affiliates. Your Affiliates may access the Services under your account, provided that you remain fully responsible for their compliance with this Agreement and for all acts and omissions of such Affiliates.

2.4 Account Security. You are responsible for maintaining the confidentiality of all login credentials associated with your account. You must promptly notify us at hey@intempt.com if you become aware of any unauthorized access to or use of your account.

2.5 Acceptable Use. You agree to comply with the Acceptable Use Policy at all times. Without limiting the foregoing, you will not use the Services to send unsolicited messages, engage in phishing, violate any applicable law, infringe the intellectual property rights of any third party, reverse engineer the Services, or otherwise cause harm to the Services or other users.

2.6 Regulated Data. The Services are not designed to process data that is subject to the Health Insurance Portability and Accountability Act (HIPAA) or similar healthcare regulations unless we have entered into a separate written agreement with you that specifically addresses such use.

2.7 Children's Data. The Services are not intended for the collection or processing of personal data from children under the age of thirteen (13), or such higher age as may be specified by applicable law. You are responsible for ensuring that you do not use the Services in a manner that collects data from children without the consents required by law.

2.8 Third-Party Providers. We rely on third-party service providers for certain aspects of the Services, including hosting, message delivery, and artificial intelligence processing. These providers may be subject to their own terms and conditions, and we will maintain a list of material subprocessors at https://intempt.com/subprocessors.

2.9 Modifications to the Services. We may update, modify, or improve the Services from time to time. We will not make changes that materially degrade the functionality of paid features during your current Subscription Term, except where such changes are necessary to: (i) address Beta features, which are subject to change by their nature; (ii) comply with applicable law or respond to changes imposed by third-party providers; or (iii) address security vulnerabilities or threats. If a modification materially degrades the functionality of the Services, your sole and exclusive remedy shall be to terminate this Agreement and receive a pro-rated refund of any prepaid fees for the remainder of the affected Subscription Term.

2.10 Beta Features. We may make certain features or functionality available to you on a beta, preview, or early-access basis. Beta features are provided "as is" without any warranty, may be changed or discontinued at any time without notice, and are not subject to any support commitments or uptime obligations.

2.11 Free Tier. The free tier is provided solely for evaluation, testing, and development purposes to allow prospective customers to assess the suitability of the Services prior to purchasing a paid subscription. Free tier accounts are not authorized for production use, defined as processing live Customer Personal Data of your actual end users at scale. The free tier is subject to the usage limits published at https://intempt.com/pricing. Customers who require production use of the Services or who exceed free tier limits must execute a paid Order Form. We reserve the right to modify, suspend, or discontinue the free tier upon fourteen (14) days' written notice. If the free tier is suspended or discontinued, you will have fourteen (14) days to export your Customer Data. Free tier accounts inactive for ninety (90) or more consecutive days may be suspended or deleted. Free tier accounts are subject to the same ToS, DPA, and data protection obligations as paid accounts from the moment any Customer Data is submitted to the Services.

2.12 Third-Party Integrations. You may connect the Services to third-party applications using OAuth, API credentials, or other supported authentication methods. You have sole control over which integrations are enabled and are responsible for maintaining valid credentials and complying with the terms and conditions of each third-party service. Intempt acts as a facilitator of these connections and does not control or guarantee the availability, accuracy, or performance of any third-party service. Third-party data providers, including data enrichment sources, may change from time to time, and any outputs derived from third-party data sources are provided on an "as is" basis without warranty.

2.13 Customer Responsibilities. Successful use of the Services may require your active participation, including designating a project manager, providing content and creative assets, allocating technical resources for integration work, and securing executive sponsorship where needed.

3.1 Ordering. You may subscribe to the Services through our self-serve checkout process, through a sales-led Order Form, or through an in-app purchase.

3.2 Fees. The fees applicable to your use of the Services are set out in your Order Form and at https://intempt.com/pricing. Unless otherwise expressly stated in this Agreement, all fees are non-cancelable and non-refundable.

3.3 Payment. (a) If you pay by credit card or through autopay, you hereby authorize us to charge your designated payment method for all amounts due and to retry any failed charges in accordance with our standard retry schedule. (b) If you pay by invoice, all invoices are due and payable within thirty (30) days of the invoice date, unless your Order Form specifies a different payment period.

3.4 Late Payments. If any payment is overdue, we will provide you with written notice. If payment remains outstanding for ten (10) or more days after such notice, we may suspend your access to the Services until payment is received in full. We will not suspend access to the Services during any period in which you are disputing a charge in good faith and have notified us of the dispute in writing.

3.5 Renewal. (a) Monthly subscriptions will automatically renew for successive monthly periods unless you cancel before the end of the current billing period. (b) Annual subscriptions will automatically renew for successive one-year periods unless either party provides at least thirty (30) days' written notice of non-renewal prior to the end of the then-current term. (c) We may increase fees at the time of renewal, up to the then-current list price, provided that we give you at least thirty (30) days' advance written notice of the increase.

3.6 Taxes. All fees stated in this Agreement and in your Order Form are exclusive of applicable taxes. You are responsible for all sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), withholding taxes, and any other governmental charges, except for taxes based on Intempt's net income. If you are required by law to withhold taxes from any payment to Intempt, you must provide us with valid documentation of such withholding. You agree to provide a valid tax identification number upon request.

3.7 Chargebacks. You are responsible for any chargebacks, payment disputes, or reversed transactions that you initiate. We reserve the right to seek recovery of any amounts owed, together with reasonable collection costs, in the event of a chargeback.

3.8 Free Trials. We may offer free trial periods from time to time. If you do not convert to a paid subscription at the end of the trial period, your data may be deleted in accordance with our standard data retention practices.

3.9 Accurate Information. You agree to maintain accurate and current business, billing, and payment information in your account at all times.

4.1 Term. The term of this Agreement is as specified in your Order Form. Monthly subscriptions are available through self-serve checkout, and annual subscriptions are typically used for sales-led engagements. Unless either party provides timely notice of non-renewal, subscriptions will automatically renew for successive periods equal to the shorter of the prior term or one (1) year.

4.2 Cancellation. Annual subscriptions may not be canceled during the then-current Subscription Term. Monthly subscriptions may be canceled at any time and will terminate at the end of the current billing period.

4.3 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party commits a material breach that remains uncured at the end of the notice period. Either party may terminate this Agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. We may also terminate this Agreement upon thirty (30) days' written notice if you: (i) publicly misrepresent your relationship with Intempt or make materially false statements about the Services; (ii) use Intempt's trademarks or brand assets in violation of our brand guidelines after written notice to cure; or (iii) engage in conduct constituting fraud, illegal activity, or a material violation of applicable law in connection with your use of the Services.

4.4 Suspension. We may suspend your access to the Services immediately and without prior notice if: (a) you violate the Acceptable Use Policy; (b) your use of the Services generates excessive spam or abuse complaints; (c) we reasonably determine that your use poses a security threat to the Services or other users; (d) we detect anomalous usage patterns that suggest unauthorized activity or fraud. We may also suspend access upon ten (10) days' written notice for non-payment. Where reasonably practicable, we will limit any suspension to the specific portion of the Services that is affected by the issue.

4.5 Effect of Termination. Upon termination or expiration of this Agreement: (a) your access to Free Services may continue unless we terminate for cause; (b) you must immediately cease using any paid features of the Services, except during the data export window described in Section 5.6; (c) if you terminate this Agreement because of our uncured material breach, we will refund any prepaid fees attributable to the unused portion of the Subscription Term; (d) in all other circumstances, fees previously paid are non-refundable; and (e) you remain subject to this Agreement for as long as you maintain an account with us.

5.1 Ownership of Customer Data. You retain all rights, title, and interest in and to your Customer Data. By using the Services, you grant us a limited, non-exclusive, worldwide license to use, process, store, transmit, and train AI models on your Customer Data solely as necessary to provide, secure, and maintain the Services in accordance with this Agreement. Customer AI Models and their outputs (including predictions, scores, and segments) are generated as part of the Services and are not Customer Data; however, the underlying Customer Data used to train them remains yours.

5.2 Data Processing Addendum. The Intempt Data Processing Addendum ("DPA"), available at https://intempt.com/dpa, is hereby incorporated by reference into this Agreement and applies automatically to all accounts — including free tier accounts — from the moment any Customer Personal Data is submitted to or collected through the Services. No separate signature is required. By using the Services, you agree to the terms of the DPA. The DPA sets out how we process Personal Data on your behalf. For the purposes of applicable data protection laws, you are the Controller (or Business) and we are the Processor (or Service Provider). In the event of any conflict between this Agreement and the DPA, the DPA controls with respect to the processing of Personal Data.

5.3 How Intempt Uses Your Data — AI Training. The core function of the Services is to ingest, unify, and activate your Customer Data to power personalization, segmentation, journey automation, predictive scoring, and AI-assisted growth capabilities. This necessarily involves Intempt training AI models on your Customer Data within your isolated tenant environment. You acknowledge and agree that this per-customer AI model training is an inherent, disclosed, and necessary component of the Services. Your Customer Data is processed and used to train models exclusively within your isolated tenant environment. Intempt does not use your Customer Data to train models that serve any other customer, and does not combine your Customer Data with the data of any other Intempt customer for any purpose, at any stage. Certain AI features are powered by third-party AI APIs (currently OpenAI and Anthropic), engaged under commercial API agreements that contractually prohibit those providers from using Customer Data to train their own models. These providers process data on Intempt's behalf only and do not retain Customer Data for their own purposes.

5.4 Your Compliance Responsibilities. You are solely responsible for: (a) the accuracy, quality, and legality of all Customer Data and the means by which you acquired it; (b) providing all required notices to data subjects and obtaining all consents, authorizations, and approvals required by applicable Data Protection Laws before submitting Customer Data to the Services; (c) establishing and documenting an appropriate lawful basis for all processing of Customer Personal Data through the Services under applicable Data Protection Laws; (d) ensuring you have the right to transfer or provide access to Customer Data to Intempt for processing under this Agreement; (e) complying with all laws applicable to any messages, communications, or outreach sent through the Services; (f) honoring all data subject rights requests, opt-out signals, and deletion requests from your end users; (g) determining whether the data security provided by the Services adequately meets your obligations under applicable Data Protection Laws; and (h) complying with all applicable AI transparency and disclosure requirements with respect to AI-generated outputs delivered to your end users.

5.5 Regulatory Actions. Any Regulatory Action incurred by Intempt in connection with Customer Data that arises as a result of, or in connection with, your failure to comply with your obligations under this Agreement, the DPA, or applicable Data Protection Laws shall count toward and reduce Intempt's aggregate liability to you under this Agreement as if such amount were direct liability to you. You shall indemnify and hold harmless Intempt from and against any Regulatory Actions, fines, or penalties caused by your non-compliance with applicable Data Protection Laws or your obligations under this Agreement.

5.6 Retention, Export, and Deletion. (a) You may export your Customer Data at any time using our self-service tools and APIs, in CSV or JSON format, consistent with your right to data portability under applicable Data Protection Laws. Following termination of a paid subscription, you will have thirty (30) days to export your data. (b) Customer Data will be retained in active systems for ninety (90) days following termination, after which it will be deleted unless retention is required by applicable law. (c) You may request deletion of specific Customer Data at any time, and we will complete the deletion within thirty (30) days of the request. (d) Customer AI Models trained on your Customer Data will be deleted within ninety (90) days of termination. (e) Backup copies of Customer Data may be retained for up to one (1) year, securely isolated from further processing, after which they will be overwritten in the ordinary course.

5.7 Hosting Location. Our primary hosting infrastructure is located in the United States. Certain processing activities may take place outside the United States in accordance with the DPA and the Standard Contractual Clauses.

5.8 Subprocessors. A current list of our subprocessors is maintained at https://intempt.com/subprocessors. We will provide at least thirty (30) days' advance notice before engaging any new subprocessor that processes Customer Data.

5.9 Security Measures. We implement commercially reasonable administrative, technical, and organizational safeguards to protect Customer Data, including role-based access controls, encryption of data in transit using TLS 1.2 or higher, encryption of data at rest using AES-256 or equivalent standards, continuous monitoring, and a formal incident response process. Detailed information about our security practices is available at https://intempt.com/security. Certain security features, including multi-factor authentication (MFA) and single sign-on (SSO), may vary by plan and are subject to our product roadmap.

5.10 Security Incidents. In the event that we confirm a security incident involving your Customer Data, we will notify you within seventy-two (72) hours of confirmation, where feasible, and provide reasonable cooperation in investigating and remediating the incident.

5.11 Sensitive Data. You may not submit to the Services: (a) protected health information subject to HIPAA; (b) payment card data subject to PCI-DSS; (c) government-issued identification numbers; (d) special categories of personal data under GDPR Article 9; or (e) personal data of children under thirteen (13), or such higher age as required by applicable law — unless you have entered into a separate written agreement with Intempt specifically authorizing such use and establishing additional safeguards. Intempt will have no liability whatsoever for Sensitive Data submitted in violation of this Section, whether in connection with a security incident, Regulatory Action, or otherwise.

5.12 Aggregate Data. We may create and use de-identified, aggregated statistical data derived from your use of the Services for purposes of product improvement, benchmarking, and reporting. Aggregate Data will not identify you, your Users, or any individual. All rights in Aggregate Data belong to Intempt.

5.13 CCPA Compliance. For CCPA purposes, we act as a Service Provider. We do not sell or share Customer Data within the meaning of the CCPA. All processing, including per-customer AI model training, occurs within the direct business relationship between Intempt and you, solely to provide the Services. You are responsible for honoring consumer opt-out signals and data subject requests from your end users.

5.14 Audit Rights. Your audit rights with respect to our data processing practices are set out in the Data Processing Addendum.

6.1 Ownership. This Agreement is a services agreement and does not constitute a license to any software. We retain all rights, title, and interest in and to the Services, the Documentation, and all Intempt Content, including all intellectual property rights therein. You may not copy, modify, distribute, sell, lease, sublicense, or create derivative works based on the Services or any Intempt Content, except as expressly permitted in this Agreement.

6.2 Customer Materials. You retain all rights in your Customer Materials and grant us a limited, non-exclusive license to use, reproduce, and display those materials solely as necessary to provide the Services. Content that you create using the Services belongs to you. Templates, default configurations, and pre-built content provided by Intempt remain our property.

6.3 Feedback. If you provide us with suggestions, ideas, enhancement requests, or other feedback regarding the Services, such feedback shall be deemed non-confidential. We may use, incorporate, and commercialize any feedback without restriction and without any obligation to compensate you.

6.4 Open Source. The Services may incorporate open source software components, which are licensed to you under the terms of the applicable open source licenses.

7.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that, given the nature of the information and the circumstances of disclosure, a reasonable person would understand to be confidential. Customer Data constitutes your Confidential Information.

7.2 Obligations. The Receiving Party will: (a) exercise at least the same degree of care it uses to protect its own confidential information (and in no event less than reasonable care); (b) use Confidential Information only as necessary to perform its obligations or exercise its rights under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, contractors, or agents who are bound by confidentiality obligations at least as protective as those set forth herein.

7.3 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information of the Disclosing Party, it shall provide prompt written notice to the Disclosing Party (to the extent legally permitted) and shall disclose only the minimum amount of information required.

8.1 Customer List. We may include your name and logo in our customer list and on our website for the purpose of identifying you as an Intempt customer.

8.2 Opt-Out. You may opt out of the foregoing at any time by sending written notice to hey@intempt.com.

8.3 Case Studies. Any case study, testimonial, or other marketing material that describes your use of the Services in detail will require your prior written approval before publication.

9.1 Your Indemnification of Intempt. You will defend, indemnify, and hold harmless Intempt and its officers, directors, employees, and agents from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (i) your Customer Data or Customer Materials; (ii) your unlawful use of the Services or violation of the AUP; (iii) your failure to comply with applicable messaging laws; (iv) your failure to obtain consents required by law for meeting recording or electronic communications; (v) your use of AI-generated content that results in misleading, harmful, or deceptive communications; (vi) your failure to honor opt-out signals, deletion requests, or data subject rights; (vii) unauthorized access to the Services through your credentials; (viii) any Regulatory Action arising from your failure to obtain consents, establish lawful bases, or comply with Data Protection Laws with respect to Customer Data you submitted to the Services; and (ix) any claim by your end users arising from your failure to provide required notices or honor data subject rights.

9.2 Intempt's Indemnification of Customer. We will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against any third-party claims alleging that the core Services, as provided by Intempt and used in accordance with this Agreement, infringe a valid United States patent, trademark, or copyright. This obligation does not apply to claims arising from: (a) your Customer Data or Customer Materials; (b) the combination of the Services with products or services not provided by Intempt; (c) any modification of the Services by you; (d) use of the Services in a manner not authorized by this Agreement or the Documentation; or (e) functionality that is not unique to Intempt.

9.3 Indemnification Procedure. The indemnifying party must be given: (a) prompt written notice of the claim (and in any event within thirty (30) days of becoming aware of it); (b) sole control of the defense and settlement of the claim; and (c) reasonable cooperation from the indemnified party at the indemnifying party's expense. Neither party may settle any claim in a manner that admits fault or liability on behalf of the other party without the other party's prior written consent.

9.4 IP Remedies. If the Services become, or in our reasonable opinion are likely to become, the subject of an infringement claim, we may, at our sole option and expense: (a) modify the Services so that they are no longer infringing; (b) obtain a license for your continued use of the Services; (c) replace the infringing portion of the Services with a functionally equivalent, non-infringing alternative; or (d) if none of the foregoing is commercially practicable, terminate this Agreement and refund any prepaid fees for the unused portion of the Subscription Term. This Section 9.4 states our entire liability and your sole and exclusive remedy with respect to any intellectual property infringement claim.

10.1 Limited Warranty. We warrant that the Services will be provided in a professional and workmanlike manner consistent with generally accepted industry standards, and that we will not knowingly introduce viruses, malware, or other harmful code into the Services. If we breach this warranty, your sole and exclusive remedy shall be for us to use commercially reasonable efforts to cure the non-conformity within sixty (60) days of your written notice. If we are unable to cure the non-conformity within that period, you may terminate this Agreement and receive a pro-rated refund of any prepaid fees for the unused portion of the Subscription Term.

10.2 General Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN SECTION 10.1, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, AI-GENERATED OUTPUTS, CONTENT DERIVED FROM THIRD-PARTY DATA SOURCES, AND AUTOMATED RECOMMENDATIONS MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES AND DO NOT CONSTITUTE PROFESSIONAL, LEGAL, FINANCIAL, MEDICAL, OR BUSINESS ADVICE OF ANY KIND.

10.3 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 General Liability Cap. EXCEPT AS SET FORTH IN SECTION 10.5, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO INTEMPT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE TIER ACCOUNTS, INTEMPT'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). IN NO EVENT SHALL EITHER PARTY LIMIT ITS LIABILITY WITH RESPECT TO ANY INDIVIDUAL'S DATA PROTECTION RIGHTS UNDER APPLICABLE DATA PROTECTION LAW TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW.

10.5 Carve-Outs. The limitations set forth in Sections 10.3 and 10.4 shall not apply to: (i) your payment obligations under this Agreement; (ii) your indemnification obligations under Section 9.1; (iii) our indemnification obligations under Section 9.2; and (iv) your violation of our intellectual property rights.

10.6 Third-Party Products. WE DISCLAIM ALL LIABILITY FOR THIRD-PARTY PRODUCTS, SERVICES, AND INTEGRATIONS THAT YOU CHOOSE TO CONNECT TO THE SERVICES. YOUR USE OF SUCH THIRD-PARTY PRODUCTS IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE THIRD-PARTY PROVIDER.

10.7 Agreement to Limit. YOU ACKNOWLEDGE THAT WITHOUT THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 10, INTEMPT WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON THE TERMS AND AT THE PRICING OFFERED UNDER THIS AGREEMENT.

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles.

11.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Austin, Texas for the resolution of any disputes arising out of or related to this Agreement.

11.3 Time Limitation. Any claim arising out of or related to this Agreement must be brought within one (1) year after the cause of action arises, except for claims relating to intellectual property, payment obligations, breach of confidentiality, or data protection claims arising under Section 5 or the DPA, which shall be governed by the applicable statutory limitation period under relevant data protection law.

11.4 EU/UK Carve-Out. If you are located in the European Economic Area, the United Kingdom, or Switzerland, any disputes relating to data protection shall be subject to the jurisdiction of the courts in your jurisdiction to the extent required by applicable data protection law.

11.5 Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION AGAINST THE OTHER.

11.6 Equitable Relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, enforce confidentiality obligations, or prevent unauthorized use of the Services, without the requirement of posting a bond or proving actual damages.

12.1 Notices. All notices to Intempt shall be sent to: Intempt Technologies LLC, 1101 W 34th St #595, Austin, TX 78705, Attention: Legal, or by email to hey@intempt.com. For data protection inquiries, contact our Data Protection Officer at privacy@intempt.com. Notices to you will be sent to the email address or physical address associated with your account. We may also provide notice through email, in-app notifications, or the Services.

12.2 Assignment. You may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that you give us at least thirty (30) days' prior written notice. Any other assignment by you requires our prior written consent. We may assign this Agreement to any Affiliate or successor entity without your consent.

12.3 Force Majeure. Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, internet disruptions, or failures of third-party infrastructure.

12.4 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

12.5 Entire Agreement. This Agreement, together with all Order Forms and referenced documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings. Any terms contained in your purchase order or other procurement document are expressly rejected. This Agreement is not contingent on the delivery of any future features or functionality.

12.6 Amendments. We may revise the terms of this Agreement by posting the updated version at https://intempt.com/terms-of-service. For material changes, we will provide at least thirty (30) days' advance notice. If you object to any material change, you may notify us in writing within thirty (30) days, and the prior version of the terms will continue to apply to you until the end of your current Subscription Term. If we are unable to continue providing the Services under the prior terms, we may terminate this Agreement and provide a pro-rated refund of any prepaid fees.

12.7 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights, except as expressly stated herein.

12.8 Export Controls. You agree not to use or export the Services in violation of any applicable export control laws, sanctions, or embargo regulations.

12.9 Anti-Corruption. Both parties will comply with all applicable anti-bribery and anti-corruption laws in connection with their performance under this Agreement.

12.10 Survival. The following Sections shall survive any termination or expiration of this Agreement: 1 (Definitions), 3 (to the extent of accrued payment obligations), 5 (Customer Data, Privacy, and Security), 6 (Intellectual Property), 7 (Confidentiality), 8 (Publicity), 9 (Indemnification), 10 (Disclaimers and Limitation of Liability), 11 (Governing Law, Venue, and Disputes), and 12 (Miscellaneous). Product-Specific Terms relating to data retrieval, recording obligations, and AI usage shall also survive to the extent necessary to give effect to their purpose.

12.11 Contracting Entity. All contracts under this Agreement are entered into with Intempt Technologies LLC, a Texas limited liability company.

12.12 Contract for Services. The parties agree that this Agreement is a contract for services and not a contract for the sale of goods. The Uniform Commercial Code (UCC), the Uniform Computer Information Transactions Act (UCITA), and the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to this Agreement.

12.13 Authority. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

12.14 Insurance. Intempt maintains the following commercially reasonable insurance coverage, including Commercial General Liability, Workers' Compensation, Cyber Liability and Errors & Omissions, and Umbrella or Excess Liability. Certificates of insurance and coverage details are available upon request at hey@intempt.com.

12.15 Order of Precedence. In the event of a conflict between the terms of an Order Form and the terms of this Agreement, the Order Form shall control with respect to the subject matter of that Order Form.

1.1 Unique Logins. Each User must have a unique set of login credentials. Credential sharing between Users is not permitted. You are responsible for configuring appropriate roles and permissions within the Services.

1.2 Seats. If your Order Form includes a specific number of seats, each seat must be assigned to a single User. Seats may be reassigned to different Users in accordance with the terms of your Order.

1.3 Mobile Application. We may make the Services available through mobile applications distributed through the Apple App Store, Google Play, or other application marketplaces (each, an "App Store"). The mobile application is an additional access point to the same Services and is governed by this Agreement. A single subscription entitles you to access the Services through both the web interface and the mobile application. Downloading the mobile application does not create a separate subscription or a separate agreement.

1.4 App Store Terms. Your download and use of the mobile application is also subject to the terms and conditions of the applicable App Store. In the event of any conflict between this Agreement and the App Store terms, this Agreement shall control with respect to the relationship between you and Intempt, except where the App Store terms grant rights or impose obligations that cannot be overridden by agreement. You acknowledge that the App Store provider (such as Apple Inc.) is not a party to this Agreement and has no obligation to provide maintenance, support, or warranty for the mobile application.

1.5 Device Permissions. The mobile application may request access to certain device features, including but not limited to push notifications, camera, microphone, contacts, and calendar. You control which permissions to grant through your device settings. Some features of the mobile application may not function properly if you decline certain permissions.

1.6 Subscription and Payment. The mobile application is free to download. Access to features beyond the free tier requires a paid subscription, which is purchased directly through Intempt's website and processed by Stripe. Subscriptions are not available through Apple In-App Purchase or any App Store billing mechanism. Your subscription management, billing, and cancellation are handled through your Intempt account at app.intempt.com.

1.7 Updates. We may release updates to the mobile application from time to time. You are responsible for keeping the application up to date. We may discontinue support for older versions of the mobile application with reasonable notice.

2.1 Sales and CRM. Access to Sales and CRM features is sold on a per-seat basis. Each seat is assigned to a single User. The number of seats and the applicable fees are specified in your Order Form.

2.2 Marketing Platform. Access to the marketing platform (including Experiences, Journeys, Recommendations, and Analytics) requires a flat monthly subscription fee. Usage of these products is metered by Monthly Active Users (MAU) and Monthly Active Subscribers (MAS) and is billed monthly in arrears based on actual consumption at the tier rates published at https://intempt.com/pricing or as specified in your Order Form. There are no included usage amounts and no overage surcharges. You pay only for what you use, at the applicable tier rate for that billing period. If you do not use a metered product in a given month, no usage charge applies for that product.

2.3 SMS. SMS and email delivery are billed separately through their respective third-party providers (SendGrid for email, Twilio for SMS). Applicable rates are as specified in your Order Form or the provider's published pricing.

2.4 AI Usage. AI-powered features of the Services are funded through a prepaid cash balance (the "AI Balance"). You may add funds to your AI Balance at any time through the Services. You may enable auto-reload to automatically replenish your AI Balance when it falls below a threshold that you specify. Your AI Balance is non-refundable and non-transferable. Any unused AI Balance will be forfeited upon termination or expiration of your subscription, including upon termination or expiration of a free-tier account.

2.5 Free Plan Limits. The free plan is subject to the usage limits published at https://intempt.com/pricing. Usage beyond these limits requires a paid subscription.

2.6 Downgrades. Downgrades to a lower tier are not permitted during the current Subscription Term and will take effect, if requested, at the next renewal date.

This section applies whenever the Services are used to send messages to your end users or contacts, whether by email, SMS, push notification, in-app message, or any other supported channel.

3.1 Your Responsibility. You are solely responsible for ensuring that all messages sent through the Services are sent in compliance with applicable law, including obtaining all necessary consents, maintaining accurate opt-out mechanisms, providing required disclosures, and managing list hygiene. You must maintain records of consent and make them available to us upon reasonable request.

3.2 Deliverability. We may suspend or throttle your messaging capabilities if your sending activity results in excessive bounce rates, spam complaints, feedback loop reports, or placement on third-party blocklists.

3.3 Third-Party Delivery. Message delivery relies on third-party providers and infrastructure, including email service providers, mobile carriers, and platform push services. You are responsible for configuring sender authentication and compliance settings within the Services. We do not control the deliverability decisions of third-party providers and cannot guarantee that messages will reach the intended recipients' inbox.

3.4 Compliance. You are responsible for complying with all applicable messaging laws and regulations, including without limitation the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the General Data Protection Regulation (GDPR), the Canadian Anti-Spam Legislation (CASL), applicable mobile carrier rules and guidelines, the WhatsApp Business terms and policies, and the Apple and Google push notification policies. You must maintain a functional unsubscribe mechanism in all marketing messages.

3.5 Push and In-App Messages. Delivery of push notifications and in-app messages is dependent on device configuration, operating system settings, and platform conditions, and is not guaranteed by Intempt.

3.6 Pass-Through Costs. Certain third-party fees, including carrier surcharges, platform fees, or provider pass-through costs, may be invoiced to you in addition to the fees specified in your Order Form.

This section applies whenever you enable meeting recording, transcription, or related features within the Services.

4.1 Activation. Our recording tools will join a meeting only when you or one of your Users affirmatively activates the recording functionality. Intempt does not independently initiate recording of any meeting.

4.2 Your Consent Warranty. Before enabling any recording functionality, you represent and warrant that you have: (a) established internal policies governing the recording of meetings and calls; (b) obtained all consents required by applicable law, including all-party consent where required by applicable wiretapping or eavesdropping statutes; (c) configured visible recording indicators or provided verbal notice to all participants; and (d) complied with the terms and conditions of the relevant meeting platform (including Zoom, Google Meet, and Microsoft Teams). Recording laws vary significantly by jurisdiction, and you are solely responsible for determining and complying with the most restrictive laws applicable to each recording.

4.3 Accuracy. Transcripts, speaker identification, AI-generated summaries, and extracted action items may contain errors, omissions, or inaccuracies. You are responsible for reviewing all such outputs before relying on them or sharing them with third parties.

4.4 Storage and Retention. Meeting recordings constitute Customer Data and are subject to the data retention terms set out in this Agreement. You are responsible for configuring retention and deletion settings within the Services.

4.5 Participant Rights. Where required by applicable law, you must provide a mechanism by which meeting participants can request that recording be stopped.

4.6 Recording Indemnity. You will indemnify and hold harmless Intempt from and against any claims, losses, damages, or expenses arising from your failure to obtain the consents required for recording, or from any recording conducted in violation of applicable law.

Intempt ingests your Customer Data from connected sources and trains per-customer AI models within your isolated tenant environment. These models power predictive segmentation, behavioral scoring, recommendation engines, journey optimization, and next-best-action suggestions. Certain AI features also use third-party AI APIs for processing. This section governs all AI capabilities of the platform.

5.1 Data Isolation Guarantee. Your Customer Data is never used to train models that serve other Intempt customers. Intempt maintains strict logical and technical isolation between customer environments at all processing and training layers. All model training occurs exclusively on your Customer Data, within your isolated environment, for the sole purpose of delivering the Services to you.

5.2 Third-Party AI Providers. Certain AI features route requests through third-party AI APIs (currently OpenAI and Anthropic). These providers process data on Intempt's behalf only — they do not retain Customer Data or use it to train their own models, consistent with their commercial API agreements with Intempt.

5.3 Model Deletion. Customer AI Models are deleted within ninety (90) days of subscription termination, consistent with Section 5.6 of the General Terms.

5.4 Outputs Require Human Review. AI-generated outputs and model predictions may be incorrect, incomplete, or require refinement. You are solely responsible for reviewing and approving all AI outputs before using, publishing, or distributing them. The Services will not send communications to your end users or take actions on your behalf without your affirmative approval.

5.5 Acceptable Use. You will not use the AI features of the Services to generate content that is unlawful, deceptive, or abusive. You will not attempt to impersonate any person or entity through AI-generated outputs. You will not attempt to extract system prompts, manipulate model behavior, or bypass any safety mechanisms implemented in the Services.

5.6 Your AI Disclosure Obligations. You are responsible for complying with all applicable AI disclosure and transparency requirements, including those imposed by the European Union AI Act and applicable state laws. We recommend that you disclose the use of AI assistance in customer-facing communications where required or where such disclosure is consistent with best practices.

5.7 Disclaimer. AI-GENERATED OUTPUTS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. AI OUTPUTS DO NOT CONSTITUTE PROFESSIONAL, LEGAL, FINANCIAL, MEDICAL, OR BUSINESS ADVICE. INTEMPT SHALL NOT BE LIABLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN IN RELIANCE ON AI-GENERATED OUTPUTS.

6.1 No Guaranteed Outcomes. Experiments conducted through the Services may not produce improvements in any particular metric. We do not guarantee uplift, statistical validity, or any specific outcome from the use of experimentation or personalization features.

6.2 Your Responsibility. You are solely responsible for ensuring that all experiments and personalization campaigns comply with applicable law, including consumer protection laws governing pricing, targeting, discrimination, and required disclosures. We do not evaluate the legality of your experiments or personalization configurations.

6.3 Personalization and Recommendations. You retain full control over the content, targeting rules, and display logic used in personalization and recommendation features. Intempt does not evaluate the safety, legality, or suitability of any content or products recommended through the Services. You are solely responsible for the outcomes of your personalization and recommendation strategies.

7.1 Uptime Target. We target a monthly uptime of 99.9% for paid tiers of the Services. Monthly uptime percentage is calculated as one hundred percent (100%) minus the ratio of the total number of minutes during which the Services were unavailable to the total number of minutes in the applicable calendar month, multiplied by one hundred.

7.2 Service Credits. If the Services fall below the uptime target in a given month, you may be eligible for a service credit as follows: (a) uptime below 99.9% but at or above 99.0%: a credit equal to ten percent (10%) of your monthly fees for the affected Services; (b) uptime below 99.0% but at or above 95.0%: a credit equal to twenty-five percent (25%) of your monthly fees; (c) uptime below 95.0%: a credit equal to fifty percent (50%) of your monthly fees. Service credits will be applied against future payments and are not redeemable for cash. The minimum credit amount is as published at https://intempt.com/pricing. In no event shall total service credits for any single month exceed fifty percent (50%) of your monthly fees for the affected Services. Service credits are your sole and exclusive remedy for any failure to meet the uptime target.

7.3 How to Claim. To request a service credit, you must send an email to hey@intempt.com with the subject line "SLA Credit Request" within twenty (20) days after the end of the affected calendar month. Your request must include the dates and times of the downtime, your account information, and any supporting evidence.

7.4 Exclusions. The uptime target does not apply to downtime resulting from: (a) suspension of the Services in accordance with this Agreement; (b) factors beyond our reasonable control, including force majeure events and internet connectivity issues; (c) your actions, configurations, or equipment; (d) actions or omissions of third parties; (e) Beta features; or (f) scheduled maintenance windows.

7.5 Enterprise SLA. Customers who require committed (non-aspirational) uptime guarantees, custom credit schedules, or enhanced support response times may purchase a separate Enterprise SLA under an Order Form.

8.1 Scope. The scope, deliverables, and timeline for Professional Services will be described in your Order Form or a separate Statement of Work. IntemptVIP is a managed engagement with a ninety (90) day duration.

8.2 Remote by Default. Professional Services are delivered remotely unless otherwise agreed in writing. If on-site work is required and approved in advance, you will reimburse Intempt for reasonable, pre-approved travel and accommodation expenses.

8.3 Non-Refundable. Fees paid for Professional Services are non-refundable unless your Statement of Work expressly provides otherwise.

8.4 Intellectual Property. Any custom assets, content, or deliverables created specifically for you as part of Professional Services will be owned by you. All templates, frameworks, tools, methodologies, and playbooks used or developed by Intempt in the course of delivering Professional Services (collectively, "Intempt Tools") remain the intellectual property of Intempt. You are granted a non-exclusive, non-transferable license to use Intempt Tools within the Services during the Subscription Term.

8.5 Transition. Following the completion of a managed engagement, you will transition to self-serve use of the platform at the then-applicable subscription pricing.

Your Intempt account includes a referral link that is managed through our partner platform, dub.co. When someone you refer subscribes to a paid plan through your referral link within thirty (30) days of clicking the link, you will earn a revenue share. No separate application or agreement is required.

9.1 Revenue Share Rate. You will earn a revenue share of the referred customer's gross monthly subscription fees at the rate published at https://intempt.com/pricing. The referred customer may also receive an introductory discount as published at https://intempt.com/pricing. This discount may not be combined with other promotional offers.

9.2 Per-Customer Caps. Your earnings on each individual referred customer are subject to per-customer caps as published at https://intempt.com/pricing.

9.3 Payment. Referral payments are processed monthly on the last working day of the month following the month in which the referred customer's payment was confirmed through Stripe, and will continue until the applicable per-customer cap is reached. All payments are processed through dub.co.

9.4 Eligibility. To participate in the referral program, you must have an active paid Intempt subscription. The referred person must be a new customer of Intempt who is not already in our sales pipeline or an existing customer. Referrals obtained through self-referral, fraud, misleading links, or any other artificial means are ineligible and may result in the revocation of earned commissions.

9.5 Taxes. You are solely responsible for all applicable taxes arising from your referral earnings.

9.6 Modification and Termination. We may modify or discontinue the referral program at any time upon thirty (30) days' written notice. Commissions earned on payments confirmed before the effective date of any such modification or termination will still be paid, subject to the applicable per-customer cap.

9.7 Limitation of Liability. OUR TOTAL LIABILITY UNDER THE CUSTOMER REFERRAL PROGRAM SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY EARNED BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE REFERRAL PROGRAM IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND.