IntelliEvent Terms of Service

Last Updated: June 2026

Introduction

These Terms of Service, together with any Order Form, Statement of Work, Data Processing Addendum, service-specific terms, policies, exhibits, schedules, or other written agreement that incorporates these Terms by reference, collectively form the “Agreement.”

This Agreement governs access to and use of the IntelliEvent platform and related websites, applications, APIs, integrations, documentation, support, implementation services, professional services, and other products or services made available by Extreme-Impact Inc., doing business as IntelliEvent, including its affiliates and subsidiaries as applicable (“Company,” “IntelliEvent,” “we,” “us,” or “our”).

By creating an account, executing an Order Form, clicking to accept these Terms, accessing the Services, or using the Services, the entity or organization identified in the applicable account, Order Form, or registration process (“Customer,” “you,” or “your”) agrees to be bound by this Agreement.

The individual accepting this Agreement on behalf of Customer represents and warrants that they have authority to bind Customer to this Agreement.

The Services are intended solely for business, commercial, professional, institutional, or organizational use and are not intended for personal, household, family, or consumer use.

1. Definitions

2. B2B-Only Use

The Services are provided solely for business-to-business use.

1. Customer is entering into this Agreement for business, commercial, professional, institutional, or organizational purposes.
2. Customer is not entering into this Agreement as an individual consumer.
3. Customer will use the Services only for lawful business purposes.
4. Customer will ensure that all Authorized Users comply with this Agreement.
5. Customer has all rights, consents, notices, permissions, and authority necessary to use the Services and provide Customer Data to IntelliEvent.

3. Services Overview

The Services may include subscription-based web applications, customer account management tools, event, order, project, workflow, operational, or business-management functionality, APIs and developer tools, integrations with third-party platforms, reporting and analytics tools, support, Documentation, Professional Services, website functionality, and related software, features, and services made available by IntelliEvent.

The Services are provided on a subscription basis. IntelliEvent may update, modify, enhance, discontinue, or replace features from time to time, provided that IntelliEvent will not materially reduce the core functionality of the purchased Services during the then-current Subscription Term, unless necessary for security, legal, compliance, technical, or third-party provider reasons.

4. Order Forms and Account Registration

Customer may access the Services through an Order Form, online subscription flow, invoice, or other process approved by IntelliEvent. Each Order Form is incorporated into this Agreement.

If there is a conflict among documents, the following order of precedence applies unless expressly stated otherwise:

1. a mutually executed master services agreement or enterprise agreement;
2. the applicable Order Form;
3. the Data Processing Addendum;
4. service-specific terms or product-specific terms;
5. these Terms;
6. the Documentation;
7. any online or referenced policy.

• No purchase order, vendor portal terms, procurement terms, invoice terms, or similar Customer document will modify this Agreement unless expressly signed by an authorized representative of IntelliEvent.
• IntelliEvent may reject, suspend, or terminate any Account or Order Form at its discretion where necessary to address legal, security, payment, abuse, eligibility, sanctions, export, or compliance concerns.

5. Accounts and Access

Customer is responsible for:

1. providing accurate and complete account information;
2. maintaining current billing, administrator, and contact information;
3. maintaining the confidentiality and security of credentials;
4. all activity under Customer’s Account;
5. all acts and omissions of Authorized Users;
6. promptly notifying IntelliEvent of unauthorized access, compromised credentials, or suspected security incidents;
7. configuring user roles, permissions, integrations, and account settings appropriately;
8. ensuring that Authorized Users use the Services only for Customer’s internal business purposes.

• Customer may not share login credentials among multiple individuals unless expressly permitted by the applicable plan or Documentation.
• IntelliEvent may suspend or terminate access if account information is inaccurate, Fees are overdue, security risks are identified, Customer or an Authorized User violates this Agreement, Customer exceeds Usage Limits, Customer uses the Services unlawfully or harmfully, or continued access may expose IntelliEvent, Customer, users, third parties, or the Services to liability, security risk, or operational harm.

6. Authorized Users

Customer may permit Authorized Users to access and use the Services solely for Customer’s internal business purposes and subject to this Agreement.

Customer is responsible for ensuring that Authorized Users comply with this Agreement, comply with applicable laws, maintain credential confidentiality, do not misuse the Services, and access only Customer Data and functionality they are authorized to access.

Any breach of this Agreement by an Authorized User will be deemed a breach by Customer.

IntelliEvent may require suspension or removal of an Authorized User if IntelliEvent reasonably believes the Authorized User has violated this Agreement or poses a security, legal, or operational risk.

7. Subscription, Billing, and Payment

Customer shall pay all Fees stated in the applicable Order Form or subscription plan. Unless otherwise stated in an Order Form, Fees are payable in U.S. dollars, billed in advance, non-cancelable, and non-refundable.

Payment obligations are not contingent on implementation, configuration, testing, internal approvals, procurement processes, usage levels, or Customer’s continued use of the Services. Unused Services, seats, credits, or usage allowances do not roll over unless expressly stated.

Unless otherwise stated in an Order Form, invoices are due upon receipt or within thirty (30) days of invoice date, whichever is specified by IntelliEvent. Customer authorizes IntelliEvent and its payment processors to charge Customer’s payment method for all Fees, taxes, and charges due.

Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer shall reimburse IntelliEvent for reasonable collection costs, including attorneys’ fees, court costs, collection agency fees, and other expenses incurred in collecting overdue amounts.

Customer may not withhold, reduce, or set off Fees against amounts allegedly owed by IntelliEvent unless required by law or agreed in writing by IntelliEvent.

Fees are exclusive of taxes, duties, levies, assessments, withholding, and similar governmental charges. Customer is responsible for all taxes associated with this Agreement, excluding taxes based on IntelliEvent’s net income.

Customer’s purchase order is for administrative convenience only. Any terms in a purchase order or procurement document are rejected and void unless expressly signed by IntelliEvent. Failure to issue a purchase order does not relieve Customer of payment obligations.

Customer must notify IntelliEvent in writing of any good-faith invoice dispute within ten (10) days after invoice date. Undisputed amounts remain due and payable. If Customer does not dispute an invoice within the applicable period, the invoice is deemed accepted.

8. Automatic Renewal

Unless otherwise stated in an Order Form, subscriptions automatically renew for successive renewal terms equal in length to the initial Subscription Term or for one-year renewal terms, whichever is shorter, unless either party gives written non-renewal notice at least thirty (30) days before the end of the then-current Subscription Term.

Renewal Fees may be charged automatically to Customer’s payment method or invoiced in accordance with the applicable Order Form.

IntelliEvent may modify pricing, plans, Usage Limits, or commercial terms for a renewal term by providing notice before renewal, unless otherwise agreed in writing.

To the extent automatic-renewal laws apply, IntelliEvent will provide disclosures, consent flows, reminders, cancellation mechanisms, and renewal notices required by applicable law.

9. Upgrades, Downgrades, and Usage Limits

Customer may upgrade Services if permitted through the Account or Order Form. Upgrade Fees may be prorated or charged immediately as determined by IntelliEvent.

Downgrades may take effect at the next renewal term unless IntelliEvent agrees otherwise in writing.

Customer shall not exceed Usage Limits. If Customer exceeds Usage Limits, IntelliEvent may charge overage Fees, require Customer to upgrade, limit usage, suspend excess usage, throttle API calls, restrict features, or terminate access if excess usage causes material risk or harm.

IntelliEvent may monitor usage to verify compliance with this Agreement.

10. Customer Responsibilities

Customer is solely responsible for:

1. Customer Data;
2. accuracy, legality, quality, integrity, and reliability of Customer Data;
3. obtaining all rights, consents, permissions, and notices required to process Customer Data;
4. determining whether the Services are appropriate for Customer’s intended use;
5. configuring the Services;
6. managing Authorized Users;
7. maintaining backups and exports where required;
8. complying with laws applicable to Customer’s business, industry, and Customer Data;
9. reviewing and validating outputs, reports, analytics, or workflows generated by the Services;
10. all decisions, actions, and omissions based on use of the Services;
11. securing Customer systems, devices, networks, credentials, and integrations;
12. ensuring that Customer’s use of third-party services complies with applicable third-party terms.

• Customer shall not rely on the Services as the sole source for legal, financial, accounting, tax, compliance, medical, emergency, safety-critical, or other professional decisions.

11. Acceptable Use Restrictions

Customer shall not, and shall not permit any Authorized User or third party to:

1. use the Services unlawfully or for unlawful purposes;
2. violate applicable laws, regulations, sanctions, export controls, privacy laws, intellectual property laws, or third-party rights;
3. upload, transmit, or process unlawful, harmful, fraudulent, defamatory, obscene, infringing, or malicious content;
4. upload malware, ransomware, viruses, worms, logic bombs, or harmful code;
5. interfere with, disrupt, degrade, or overload the Services;
6. attempt unauthorized access to the Services, systems, accounts, data, networks, or infrastructure;
7. bypass, disable, or circumvent security, authentication, access controls, rate limits, usage limits, or monitoring;
8. reverse engineer, decompile, disassemble, copy, scrape, frame, mirror, or attempt to derive source code or underlying ideas from the Services, except to the extent such restriction is prohibited by law;
9. access the Services to build, train, or improve a competing product or service;
10. benchmark the Services or publish performance results without IntelliEvent’s prior written consent;
11. use automated means to access the Services except through authorized APIs;
12. use the Services for spam, phishing, unsolicited communications, or deceptive practices;
13. use the Services to process regulated data unless expressly authorized in writing;
14. resell, sublicense, rent, lease, distribute, or make the Services available to third parties except as expressly permitted;
15. remove proprietary notices;
16. misrepresent identity or affiliation;
17. use the Services in a manner that creates legal, security, operational, reputational, or financial risk for IntelliEvent;
18. use the Services for high-risk, safety-critical, emergency, life-support, medical treatment, critical infrastructure, weapons, aviation, nuclear, or similar applications.

• Violation of this section is a material breach.

12. Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

Customer grants IntelliEvent a limited, non-exclusive, worldwide, royalty-free right to host, copy, process, transmit, display, perform, modify, and use Customer Data solely as necessary to provide, secure, support, maintain, and improve the Services; perform obligations under this Agreement; comply with Customer’s instructions; prevent or address service, security, support, or technical issues; comply with law; enforce this Agreement; and create aggregated or de-identified data as described in this Agreement.

Customer represents and warrants that Customer has all rights necessary to provide Customer Data to IntelliEvent; Customer Data does not violate law or third-party rights; Customer has provided all required notices and obtained all required consents; Customer’s instructions to IntelliEvent comply with applicable law; and Customer Data does not include prohibited or unauthorized regulated data.

IntelliEvent does not control Customer Data and is not responsible for Customer Data’s content, accuracy, quality, legality, or integrity. IntelliEvent may remove, disable access to, or refuse to process Customer Data if IntelliEvent reasonably believes it violates this Agreement, applicable law, third-party rights, or creates risk to the Services or any person.

13. Privacy and Data Processing

The collection and use of Personal Information is described in IntelliEvent’s Privacy Policy.

If Customer Data includes Personal Information and privacy laws require a data processing agreement, the parties will comply with IntelliEvent’s Data Processing Addendum or another written data processing agreement executed by the parties.

Customer is the business, controller, or similar role for Customer Data except where otherwise stated in writing. IntelliEvent generally acts as a service provider, processor, contractor, subprocessor, or similar role for Customer Data.

Customer is responsible for determining the lawful basis for processing Customer Data, providing privacy notices, obtaining consents, responding to data subject or consumer rights requests, ensuring Customer’s use of the Services complies with privacy laws, ensuring Customer Data is appropriate for the Services, and entering into required agreements for regulated data.

14. Regulated Data Restrictions

Unless expressly authorized in an Order Form, DPA, Business Associate Agreement, or other written agreement signed by IntelliEvent, Customer shall not submit, upload, transmit, or process through the Services:

1. protected health information subject to HIPAA;
2. nonpublic personal information subject to GLBA;
3. payment card data subject to PCI DSS, except through approved payment workflows;
4. consumer reports or information regulated by the Fair Credit Reporting Act;
5. student education records subject to FERPA;
6. biometric identifiers or biometric information;
7. precise geolocation data;
8. government identifiers such as Social Security numbers, passport numbers, driver’s license numbers, or tax identification numbers;
9. children’s data or data of minors requiring parental or guardian consent;
10. criminal history information;
11. special-category or sensitive data requiring enhanced contractual controls;
12. export-controlled technical data;
13. classified, defense, or national-security data.

• If Customer submits regulated data without authorization, Customer does so at its own risk and shall indemnify IntelliEvent for resulting claims, losses, liabilities, penalties, costs, and expenses.

15. Data Export

During an active subscription, Customer may export Customer Data using available functionality.

IntelliEvent is not obligated to provide exports outside supported formats, after expiration of the retrieval period, where Customer has not paid all amounts due, where export would violate law or third-party rights, or where Customer Data has been deleted or anonymized in accordance with this Agreement.

Customer is responsible for maintaining its own backups, exports, records, and business continuity procedures.

16. Data Security

IntelliEvent will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, and destruction.

Security measures may include access controls, authentication, encryption, monitoring, logging, vulnerability management, logical data segregation, backup processes, and incident response procedures.

Customer acknowledges that no system is completely secure and that IntelliEvent does not guarantee that unauthorized third parties will never defeat security measures.

Customer is responsible for securing credentials, configuring access controls, managing Authorized Users, securing Customer systems, endpoints, and networks, reviewing logs and alerts made available through the Services, and promptly notifying IntelliEvent of suspected security issues.

17. Service Levels and Availability

IntelliEvent will use commercially reasonable efforts to make the Services available.

Unless a separate written service level agreement applies, IntelliEvent does not guarantee uninterrupted, error-free, or continuous availability.

The Services may be unavailable due to scheduled or emergency maintenance, upgrades, patches, migrations, changes, internet or telecommunications failures, cloud provider, hosting provider, or third-party service failures, force majeure events, security incidents or suspected abuse, Customer systems, configurations, integrations, or networks, API rate limits or Usage Limits, legal or compliance requirements, or events outside IntelliEvent’s reasonable control.

Any service credits, if available, are Customer’s sole and exclusive remedy for service-level failures and will be provided only as stated in a separate written SLA.

18. Maintenance and Changes

IntelliEvent may perform scheduled or emergency maintenance.

IntelliEvent may modify, update, enhance, replace, or discontinue features, provided that IntelliEvent will not materially reduce the core functionality of purchased Services during the then-current Subscription Term unless necessary for security, legal compliance, third-party service changes, technical stability, product integrity, prevention of misuse, or end-of-life or deprecation.

IntelliEvent may provide notice of material changes where commercially reasonable.

19. Suspension

IntelliEvent may suspend access to the Services, in whole or in part, immediately and without liability if IntelliEvent reasonably determines that Customer or an Authorized User violated this Agreement; Customer failed to pay Fees when due; Customer exceeded Usage Limits; Customer’s use creates security, legal, operational, reputational, or financial risk; suspension is necessary to prevent harm to the Services, IntelliEvent, Customer, other customers, users, or third parties; Customer Data may be unlawful, infringing, harmful, or unauthorized; suspension is required by law, court order, governmental request, sanctions, export controls, or third-party provider requirement; or Customer’s account has been compromised or is suspected to be compromised.

Where practicable, IntelliEvent will provide notice and an opportunity to cure. However, IntelliEvent may suspend immediately where necessary.

Customer remains responsible for Fees during suspension unless suspension is caused solely by IntelliEvent’s uncured material breach.

20. Integrations and Third-Party Services

The Services may integrate with third-party services, including Google, Microsoft, Amazon, payment processors, identity providers, cloud platforms, communications tools, CRM platforms, accounting systems, storage systems, and other providers.

Customer acknowledges that Customer controls whether integrations are enabled; data may be transmitted between IntelliEvent and third-party services; third-party services are governed by their own terms and privacy policies; IntelliEvent does not control third-party services; IntelliEvent is not responsible for third-party services, their availability, security, performance, errors, omissions, or acts; third-party services may change, suspend, or terminate access at any time; and changes to third-party APIs or services may affect the Services.

Customer authorizes IntelliEvent to access, transmit, receive, process, and store information from third-party services as necessary to provide enabled integrations.

IntelliEvent may disable integrations where necessary for security, compliance, technical, legal, operational, or third-party provider reasons.

21. APIs

If Customer uses IntelliEvent APIs, Customer shall comply with all API Documentation, Usage Limits, authentication requirements, and security requirements.

IntelliEvent may set API rate limits, throttle API requests, monitor API usage, suspend or revoke API credentials, modify APIs, deprecate APIs with reasonable notice where commercially practicable, and restrict API access to prevent abuse, instability, excessive usage, security risk, or violation of this Agreement.

Customer is responsible for all applications, systems, scripts, integrations, and third-party tools that use Customer’s API credentials. Customer shall not expose API keys, tokens, or credentials to unauthorized persons or public repositories.

22. Subprocessors and Vendors

IntelliEvent may use subprocessors, service providers, contractors, vendors, and other third parties to provide, secure, support, and improve the Services.

IntelliEvent remains responsible for subprocessors’ performance to the extent required under the applicable DPA or written agreement.

Customer consents to IntelliEvent’s use of subprocessors in accordance with the Privacy Policy, DPA, and applicable Order Form.

23. Professional Services

If IntelliEvent provides Professional Services, the scope, fees, timeline, deliverables, and assumptions will be stated in an Order Form or Statement of Work.

Unless otherwise agreed in writing, Professional Services are provided on a time-and-materials or fixed-fee basis as stated in the applicable document; timelines are estimates; Customer shall provide timely cooperation, access, information, and decisions; delays caused by Customer may extend timelines and increase Fees; deliverables are accepted upon delivery unless Customer provides written rejection describing material nonconformities within five (5) business days; IntelliEvent retains ownership of pre-existing materials, tools, templates, code, know-how, methodologies, and general knowledge; and Customer receives a limited right to use deliverables solely with the Services and for Customer’s internal business purposes.

Professional Services do not include custom software development unless expressly stated in a signed Statement of Work.

24. Confidentiality

Each party may receive Confidential Information from the other party.

The receiving party shall protect Confidential Information using at least reasonable care; use Confidential Information only to perform or exercise rights under this Agreement; disclose Confidential Information only to personnel, Affiliates, advisors, contractors, service providers, or representatives who need to know and are bound by confidentiality obligations; and not disclose Confidential Information to third parties except as permitted by this Agreement.

Confidential Information does not include information that is or becomes publicly available without breach; was already known without confidentiality restriction; is independently developed without use of Confidential Information; or is lawfully received from a third party without confidentiality restriction.

A receiving party may disclose Confidential Information if required by law, subpoena, court order, or governmental request, provided that the receiving party gives notice where legally permitted and reasonably cooperates with protective efforts.

Each party acknowledges that breach of confidentiality or intellectual property obligations may cause irreparable harm, and the non-breaching party may seek injunctive or equitable relief without posting bond, in addition to other remedies.

25. Intellectual Property

IntelliEvent and its licensors retain all right, title, and interest in and to the Services, software, APIs, Documentation, technology, workflows, templates, interfaces, designs, algorithms, models, features, know-how, analytics, aggregated or de-identified data, and all improvements, enhancements, modifications, and derivative works. No rights are granted except as expressly stated in this Agreement.

Subject to Customer’s compliance with this Agreement and payment of Fees, IntelliEvent grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer’s internal business purposes.

If Customer or Authorized Users provide feedback, suggestions, ideas, improvements, feature requests, or recommendations, Customer grants IntelliEvent a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable right to use, modify, commercialize, incorporate, and exploit such feedback without restriction or compensation.

IntelliEvent may collect and use Usage Data to provide, secure, support, analyze, and improve the Services. Usage Data may include logs, telemetry, diagnostics, performance metrics, feature usage, API usage, and similar information.

26. Aggregated and De-Identified Data

IntelliEvent may create, use, disclose, commercialize, and retain aggregated, anonymized, or de-identified data derived from Customer Data, Usage Data, or the Services for analytics, benchmarking, reporting, product improvement, research and development, security and fraud prevention, training, developing, and improving machine learning or artificial intelligence models, business intelligence, industry insights, and commercialization.

Such data will not identify Customer or any individual and will not be re-identified by IntelliEvent except as permitted by law to test de-identification or maintain compliance.

27. AI, Automation, and Machine Learning

The Services may include artificial intelligence, machine learning, automation, classification, recommendation, analytics, or similar functionality.

Customer acknowledges that AI-enabled or automated outputs may be inaccurate, incomplete, outdated, biased, or unsuitable for Customer’s use case.

Customer is solely responsible for reviewing outputs, validating outputs, determining whether outputs are appropriate, human oversight, decisions based on outputs, and compliance with laws governing automated decisionmaking, profiling, employment, credit, healthcare, insurance, housing, education, consumer rights, or other regulated decisions.

Unless expressly agreed in writing, IntelliEvent does not use Customer Data to train third-party foundation models for the third party’s independent benefit.

IntelliEvent may use aggregated, anonymized, or de-identified data as described in this Agreement.

Customer shall not use AI-enabled features to make legal, employment, credit, housing, healthcare, insurance, financial, or similarly significant decisions about individuals unless Customer has independently determined that such use complies with applicable law.

28. Beta Features

IntelliEvent may make Beta Features available at its discretion. Beta Features are provided for evaluation only, “as is,” “as available,” without warranties, without service-level commitments, without support obligations, and subject to modification, suspension, or discontinuation at any time.

Customer uses Beta Features at its own risk. IntelliEvent may use information about Customer’s use of Beta Features to improve the Services.

Beta Features are excluded from indemnification obligations, warranties, service-level commitments, and liability obligations to the maximum extent permitted by law.

29. Trials, Free Services, and Evaluation Access

If IntelliEvent provides free, trial, sandbox, proof-of-concept, pilot, evaluation, or unpaid Services, such Services are provided “as is,” without warranties, support, uptime, security commitments, indemnities, or liability, to the maximum extent permitted by law.

IntelliEvent may suspend or terminate free or trial Services at any time.

Customer shall not submit production, sensitive, regulated, confidential, or mission-critical data to free, trial, sandbox, or evaluation Services unless expressly authorized by IntelliEvent in writing.

At the end of a trial or evaluation period, Customer may lose access to Customer Data unless Customer purchases a subscription or exports data before the trial expires.

30. Support

IntelliEvent may provide support as described in the applicable Order Form, support policy, or Documentation.

Unless otherwise agreed in writing, support excludes Customer systems, devices, networks, or internet access; third-party services; unsupported configurations; custom code; misuse or unauthorized modifications; issues caused by Customer Data; training not included in the purchased plan; and professional services not purchased by Customer.

IntelliEvent may use support communications, logs, diagnostics, and related information to provide support, improve the Services, and maintain security.

31. Term and Termination

This Agreement begins when Customer accepts it or first accesses the Services and continues until all subscriptions and Order Forms have expired or been terminated.

Customer may cancel or not renew a subscription in accordance with the applicable Order Form, account settings, or notice requirements. Unless otherwise stated in an Order Form, cancellation takes effect at the end of the then-current Subscription Term, Customer remains responsible for all Fees through the end of the Subscription Term, and Fees are non-cancelable and non-refundable.

IntelliEvent may terminate this Agreement or any free, trial, or month-to-month Services for convenience by providing notice.

Either party may terminate this Agreement or an Order Form if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice.

IntelliEvent may terminate immediately if Customer fails to pay Fees when due; violates acceptable use restrictions; infringes IntelliEvent intellectual property; uses the Services unlawfully; creates security, legal, operational, or reputational risk; becomes insolvent, bankrupt, or subject to similar proceedings; or continued provision of Services would violate law or third-party rights.

Upon termination or expiration, Customer’s right to access and use the Services ends; Customer shall stop using the Services; all outstanding Fees become immediately due; IntelliEvent may disable access; Customer Data may be retained for a limited retrieval period; Customer Data may be deleted, anonymized, or overwritten after the retrieval period; Customer remains responsible for exporting Customer Data before termination; and provisions intended to survive will survive.

For fixed-term, annual, multi-year, committed, discounted, or enterprise subscriptions, early termination by Customer does not relieve Customer of payment obligations. If Customer terminates early without uncured material breach by IntelliEvent, or if IntelliEvent terminates for Customer’s breach, Customer shall pay all remaining committed Fees for the then-current Subscription Term and any applicable early termination fees.

32. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, DOCUMENTATION, BETA FEATURES, TRIAL SERVICES, PROFESSIONAL SERVICES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

INTELLIEVENT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, AND ERROR-FREE OPERATION.

INTELLIEVENT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; CUSTOMER DATA WILL NOT BE LOST, ALTERED, OR DAMAGED; THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS; DEFECTS WILL BE CORRECTED; THE SERVICES WILL BE COMPATIBLE WITH CUSTOMER SYSTEMS OR THIRD-PARTY SERVICES; REPORTS, ANALYTICS, OUTPUTS, OR RESULTS WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR THE SERVICES WILL COMPLY WITH LAWS APPLICABLE TO CUSTOMER’S BUSINESS OR INDUSTRY.

CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE FOR CUSTOMER’S INTENDED USE.

33. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTELLIEVENT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR LOST-PROFIT DAMAGES, INCLUDING DAMAGES FOR LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, DATA CORRUPTION, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE SERVICES, OR SYSTEM FAILURE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTELLIEVENT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO INTELLIEVENT FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

FOR FREE, TRIAL, BETA, OR EVALUATION SERVICES, INTELLIEVENT’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.

The parties acknowledge that these limitations allocate risk and are an essential basis of the bargain.

Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

34. Exclusions from Limitation of Liability

The liability cap in Section 33 does not apply to Customer’s payment obligations; Customer’s indemnification obligations; Customer’s breach of acceptable use restrictions; Customer’s infringement or misuse of IntelliEvent intellectual property; Customer’s unauthorized use or disclosure of Confidential Information; Customer’s violation of law; Customer’s submission of prohibited regulated data; or either party’s liability that cannot be limited under applicable law.

For IntelliEvent, liability exclusions from the cap apply only to the extent required by law or expressly stated in an applicable Order Form.

35. Customer Indemnification

Customer shall defend, indemnify, and hold harmless IntelliEvent and its Affiliates, officers, directors, employees, agents, licensors, service providers, and representatives from and against any claims, demands, actions, proceedings, damages, liabilities, losses, fines, penalties, settlements, judgments, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Customer Data; Customer’s use of the Services; Customer’s breach of this Agreement; Customer’s violation of law; Customer’s violation of third-party rights; Customer’s failure to obtain required rights, consents, or notices; Customer’s misuse of the Services; Customer’s integrations, systems, or third-party services; Customer’s products, services, business operations, or end users; regulated data submitted without authorization; instructions provided by Customer to IntelliEvent; or disputes between Customer and Authorized Users, customers, employees, vendors, contractors, or third parties.

IntelliEvent may control the defense of any claim subject to Customer indemnification if IntelliEvent reasonably determines that Customer’s defense may prejudice IntelliEvent.

Customer shall not settle any claim in a way that imposes liability, admission, obligation, restriction, or expense on IntelliEvent without IntelliEvent’s prior written consent.

36. IntelliEvent IP Indemnification

Subject to this Agreement, IntelliEvent will defend Customer against a third-party claim alleging that the Services, as provided by IntelliEvent and used in accordance with this Agreement, directly infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, and will pay final damages awarded or settlement amounts approved by IntelliEvent.

IntelliEvent has no obligation for claims arising from Customer Data; Customer systems, materials, or instructions; combinations with products, services, data, or technology not provided by IntelliEvent; modifications not made by IntelliEvent; use outside the scope of this Agreement; use after IntelliEvent provides notice to stop; free, trial, Beta, evaluation, or preview Services; third-party services; open-source software; or Customer’s breach of this Agreement.

If the Services are or may be subject to an infringement claim, IntelliEvent may, at its option, procure the right for Customer to continue using the Services; modify the Services to avoid infringement; replace the Services with substantially similar functionality; or terminate the affected Services and provide a pro rata refund of prepaid unused Fees for the terminated portion.

This section states IntelliEvent’s sole liability and Customer’s exclusive remedy for infringement claims.

37. Indemnification Procedures

The indemnified party must promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement.

Failure to provide prompt notice relieves the indemnifying party only to the extent materially prejudiced.

The indemnified party may participate in the defense with its own counsel at its own expense.

The indemnifying party may not settle a claim in a manner that admits fault, imposes non-monetary obligations, or restricts the indemnified party without prior written consent.

38. Export Controls and Sanctions

Customer shall comply with all applicable export control, sanctions, anti-boycott, and trade compliance laws.

Customer represents and warrants that Customer is not located in, organized under the laws of, or ordinarily resident in a restricted jurisdiction; Customer is not identified on any restricted party list; Customer will not use the Services for prohibited end uses; Customer will not provide access to the Services to prohibited persons or entities; and Customer will not submit export-controlled technical data unless expressly authorized in writing.

IntelliEvent may suspend or terminate access immediately if required for export, sanctions, or trade compliance reasons.

39. Anti-Corruption

Customer shall comply with all applicable anti-bribery and anti-corruption laws.

Customer shall not offer, promise, authorize, solicit, or accept bribes, kickbacks, improper payments, or anything of value in connection with this Agreement.

Customer shall not use the Services to facilitate unlawful payments, fraud, corruption, money laundering, or sanctions evasion.

40. Government Use

The Services and Documentation are commercial products developed at private expense.

If Customer is a government entity or uses the Services on behalf of a government entity, the Services are provided only with the rights granted under this Agreement.

No government procurement terms apply unless expressly accepted in writing by IntelliEvent.

41. Security Review and Audit

Upon reasonable request, IntelliEvent may provide information about its security practices, subject to confidentiality obligations and availability.

IntelliEvent may satisfy security review requests by providing security documentation, summaries of controls, standard questionnaires, third-party audit reports if available, certifications if available, policy summaries, and meetings with security personnel, subject to reasonable limits.

Customer may not conduct penetration tests, vulnerability scans, audits, or security assessments of the Services without IntelliEvent’s prior written consent.

Customer shall not disclose security reports or documentation to third parties without IntelliEvent’s written consent.

42. Legal Requests

IntelliEvent may disclose information, including Customer Data, where necessary to comply with law, respond to subpoenas, court orders, warrants, legal process, or governmental requests, protect rights, property, safety, or security, enforce this Agreement, or prevent fraud, abuse, or security incidents.

Where legally permitted and commercially practicable, IntelliEvent will attempt to notify Customer before disclosing Customer Data in response to legal process.

IntelliEvent may withhold notice if prohibited by law, court order, law enforcement request, emergency, or risk of harm.

43. Publicity

Unless Customer opts out by written notice, IntelliEvent may identify Customer as a customer by using Customer’s name and logo in customer lists, websites, presentations, proposals, and marketing materials.

IntelliEvent will comply with reasonable trademark usage guidelines provided by Customer.

IntelliEvent will not issue a press release naming Customer without Customer’s prior written consent.

44. Force Majeure

IntelliEvent will not be liable for delay, failure, or interruption caused by events beyond its reasonable control, including natural disasters, acts of God, fires, floods, earthquakes, storms, pandemics, public health emergencies, war, terrorism, civil unrest, government action, labor disputes, internet, telecommunications, hosting, cloud, or infrastructure failures, power outages, cyberattacks, third-party service failures, supply chain disruptions, changes in law, court orders, sanctions, or export restrictions.

Payment obligations are not excused by force majeure events.

45. Dispute Resolution

Before initiating arbitration or litigation, the parties will attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Services through informal negotiations. The complaining party must provide written notice describing the dispute in reasonable detail, and the parties will attempt to resolve the dispute for at least thirty (30) days after notice.

If the dispute is not resolved through informal resolution, it shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect.

The arbitration shall be conducted by one arbitrator unless the amount in controversy exceeds $100,000, in which case either party may request three arbitrators.

The arbitration shall take place in Monterey County, California, unless the parties agree otherwise. The arbitration shall be conducted in English.

The arbitrator may award any relief available in court, subject to the limitations and exclusions in this Agreement. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

The arbitration, filings, evidence, testimony, discovery, award, and related proceedings will be confidential, except as necessary to enforce an award, comply with law, or obtain judicial relief.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS. EACH PARTY WAIVES THE RIGHT TO BRING, PARTICIPATE IN, OR RECEIVE RELIEF FROM ANY CLASS, COLLECTIVE, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, CONSOLIDATED, OR MASS ACTION.

EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.

Notwithstanding the arbitration requirement, either party may seek injunctive or equitable relief in court for breach of confidentiality, infringement or misuse of intellectual property, unauthorized access to or use of the Services, misuse of Customer Data, security incidents, violations of acceptable use restrictions, or non-payment.

IntelliEvent may bring actions to collect unpaid Fees in any court of competent jurisdiction. Either party may bring an individual claim in small claims court if the claim qualifies.

To the extent arbitration is not permitted or a court action is allowed, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Monterey County, California.

46. Governing Law

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

47. Notices

IntelliEvent may provide notices by email, in-Service notification, posting to the Services, Account dashboard, mail or courier, or other reasonable means.

Notices to Customer may be sent to the account owner, billing contact, administrator, or other contact associated with Customer’s Account.

Customer shall send legal notices to: Extreme-Impact / IntelliEvent, Attn: Legal Department, 560 Fremont St., Monterey, CA 93940, or by email to legal@intellievent.com.

Notices are deemed given when sent by email if no bounce-back is received, when posted in the Services, when delivered by courier, or three (3) business days after mailing.

48. Changes to Terms

IntelliEvent may update these Terms from time to time.

For free, trial, month-to-month, or online Services, updated Terms may become effective upon posting or notice.

For fixed-term paid subscriptions, material changes will generally become effective at renewal unless changes are required earlier for legal, security, compliance, operational, or third-party provider reasons.

Continued use of the Services after updated Terms become effective constitutes acceptance.

If Customer objects to updated Terms, Customer’s exclusive remedy is to stop using the Services and provide timely non-renewal notice.

49. Assignment

Customer may not assign or transfer this Agreement, in whole or in part, without IntelliEvent’s prior written consent. Any attempted assignment in violation of this section is void.

IntelliEvent may assign this Agreement without Customer’s consent to an Affiliate; in connection with a merger, acquisition, reorganization, financing, sale of assets, change of control, or similar transaction; to a successor of all or substantially all of its business or assets; or as part of corporate restructuring.

This Agreement binds and benefits the parties and their permitted successors and assigns.

50. Relationship of the Parties

The parties are independent contractors.

Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary, employment, agency, or representative relationship.

Neither party may bind the other without written authority.

51. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Agreement unless expressly stated.

Authorized Users, Customer’s customers, vendors, employees, contractors, and end users are not third-party beneficiaries.

52. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force.

The invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

53. Waiver

Failure to enforce any provision of this Agreement is not a waiver.

A waiver must be in writing and signed by the waiving party.

A waiver of one breach is not a waiver of any other breach.

54. Entire Agreement

This Agreement is the entire agreement between the parties regarding the Services and supersedes all prior or contemporaneous agreements, proposals, representations, understandings, and communications regarding the Services.

Customer acknowledges that it has not relied on any statement, representation, warranty, or promise not expressly included in this Agreement.

55. Interpretation

Headings are for convenience only.

“Including” means “including without limitation.” “Or” is not exclusive. References to “days” mean calendar days unless stated otherwise. A party’s “sole discretion” means sole and absolute discretion, subject to applicable law.

Any rule of construction against the drafter does not apply.

56. Survival

The following sections survive expiration or termination: Fees and payment obligations; Customer responsibilities; Customer Data provisions that by nature should survive; confidentiality; intellectual property; aggregated and de-identified data; disclaimers; limitation of liability; indemnification; dispute resolution; governing law; notices; assignment; miscellaneous provisions; and any provision that by its nature should survive.

57. Contact

Questions about these Terms may be directed to: Extreme-Impact / IntelliEvent, Attn: Legal Department, Website: https://intellievent.com, Email: legal@intellievent.com, Support: support@intellievent.com, Mailing Address: 560 Fremont St., Monterey, CA 93940.