Please read these Terms of Service carefully. This is a binding Agreement. If you do not agree to this Agreement, do not create an Account, access or use the IMSIP, or use the Services. By accepting this Agreement, creating an Account, accessing or using the IMSIP, or using the Services, you represent and agree that you are of legal age, that you have read this Agreement and accept to be bound by the terms and conditions of this Agreement. This Agreement is entered into as of the date you accept this Agreement, create an Account, access or use the IMSIP, or use the Services, whichever occurs first. By continuing to access or use the IMSIP, or use the Services after the Effective Date of any amendment to this Agreement, you represent and agree that you have read such amendment to this Agreement and accept to be bound by its terms and conditions.
If you create an Account, access or use the IMSIP, or use the Services as an agent, employee, or contractor of a company, corporation, partnership, or similar entity, then you represent and warrant that you have the authority to bind such entity in order to accept the terms and conditions of this Agreement. The rights granted to User under this Agreement are expressly conditioned upon acceptance by such authorized personnel.
These Terms of Service (the “Agreement”) govern your access or use of the IMSIP and your use of the Services. This Agreement is entered into by and between IntrosMatter LLC, a Delaware limited liability company (collectively with its affiliates, “IntrosMatter“), and the individual or legal entity using or accessing the IMSIP or using the Services (“User” or “you”). In consideration of the terms and conditions set forth below, the parties agree as follows:
To access or use the IMSIP and use the Services, User must register for an account (“Account”). Users who have Company Accounts (as defined below) may invite or register designated users (“Designated Users”) and/or guests (“Guests”) who must also register for an Account.
User must provide the information requested by the account registration form or representatives of IntrosMatter, as applicable. Once registered for an Account, User shall access the IMSIP using the credentials associated with the corresponding email addresses pursuant to this Agreement.
In order to provide the Services, the IMSIP may integrate with third-party websites and applications (“Third-Party Services Providers”), including but not limited to social networks and email hosting providers (each, a “Third-Party Account”) provided that such integration is permitted by the terms and conditions of each Third-Party Account. By registering and creating an Account and accessing or using the IMSIP’s services that involve Third-Party Accounts, User recognizes, represents, and acknowledges: (i) that User is authorized to share their Third-Party Account login information and Third-Party Account Content (as defined below) with IntrosMatter; (ii) that User may grant IntrosMatter access to such Third-Party Account to provide the Services and the IMSIP; (iii) granting access does not and will not violate or breach any Third-Party Services Providers’ Agreements (as defined below), and (iv) granting access will not create any payment, liability, or other obligations on IntrosMatter or create any usage limitations imposed by such Third-Party Services Providers.
Granting IntrosMatter access to any Third-Party Accounts implies that IntrosMatter may access, make available, collect, use, and store (if applicable) any User Content (as defined below) that User has provided or submitted to or stored in their Third-Party Account (“Third-Party Account Content”) so that it is available on and through the IMSIP via the Account. User recognizes, acknowledges, and agrees that (depending on the Third-Party Accounts the User chooses and their privacy settings), Personal Data within those Third-Party Accounts may be available on and through the Account on the IMSIP. Some Services may depend on access to Third-Party Accounts –if that access is revoked, those Services may not perform as intended.
The responsibilities and relationship of User with the Third-Party Services Providers in connection to User’s Third-Party Accounts are governed solely and entirely by User’s agreement(s) with those Third-Party Services Providers (“Third-Party Services Providers’ Agreements”). IntrosMatter is not a party to those Third-Party Services Providers’ Agreements and has no liability or responsibility with respect to such Third-Party Services Providers’ Agreements, even if IntrosMatter is provided with Personal Data in violation of any privacy settings User has with those Third-Party Accounts. Other than to provide the Services, IntrosMatter does not review or audit Third-Party Account Content for accuracy, legality, non-infringement, or otherwise and IntrosMatter is not responsible nor liable for any Third-Party Account Content in any Third-Party Account.
During the Term, IntrosMatter will make the IMSIP and the Services available to User pursuant to this Agreement and the Additional Documents, if applicable, and provide such Services in accordance with this Agreement, the Additional Documents, the Privacy Policy, and the laws and government regulations applicable to IntrosMatter’s business. IntrosMatter grants to User a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use the Services only for its internal business purposes (and not for resale or distribution), including the right to access and use the IMSIP in connection with the authorized use of the Services.
If User is a legal entity it must qualify as a Customer of IntrosMatter by executing the Additional Documents to have access to a “Company Account” in order to properly have access to or use the IMSIP and use the Services.
To create an Account, User must provide information that is accurate, truthful, complete, and current at all times. User agrees to keep its information accurate, truthful, complete, and current so that IntrosMatter may send notices, statements, or other information to User via email or through other authorized means, provided that such notifications will be subject to this Agreement, the Additional Documents, when applicable, and the Privacy Policy. IntrosMatter will not be liable for any damage or loss that may result from User’s breach of the foregoing obligations.
User is solely responsible for safeguarding any password, security key, or One-Time Password (OTP), as applicable, that User uses to access the IMSIP or the Service.
Furthermore, User is solely responsible for its information and User Content and any obligations regarding its accuracy, integrity, legality, quality, and reliability. User assumes all risks associated with User’s User Content and any reliance by others on its accuracy, completeness, or usefulness, or any disclosure of such User Content that identifies User or others. User represents and warrants that User has the right to upload the User Content and that it does not violate any “Use Restrictions” or “Additional Restrictions” below. User may not represent or imply that IntrosMatter provides or endorses the User Content. IntrosMatter is not obligated to back up any User Content, and User recognizes and acknowledges that User Content may be deleted from the IMSIP at any time without notice. User is encouraged to create and maintain backup copies of the User Content if so desired.
Access and use of the IMSIP and use of the Services are intended exclusively for Users of IntrosMatters. If the Services or the IMSIP are accessed or used by an individual or legal entity that is not a User of IntrosMatter, IntrosMatter reserves the right to terminate this Agreement, terminate such access or use of the IMSIP or use of the Services at any moment.
User may only access or use the IMSIP and use the Services in accordance with this Agreement and the Additional Documents, subject to the use limitations indicated by IntrosMatter and the terms of this Agreement. User agrees not to access or use the IMSIP or use the Service to: (i) violate applicable law; (ii) process, transmit, submit, send or store any content that infringes upon any third party’s intellectual property rights; (iii) process, transmit, submit, send or store (a) information that requires regulatory or contractual approvals, including, but not limited to, financial account numbers, debit or credit card information, magnetic stripe data, or card verification values; (b) bio-metric identifiers, including, without limitation, genetic data, iris scans, thumb or finger prints, cardiac rhythm identifiers, facial modeling data, or health data; (c) personally identifiable information collected from children under the age of 13 or from online services directed toward children; (d) real time geo-location data which can track or identify an individual’s precise movements; (e) passwords, authentication/authorization credentials, business secrets deemed highly confidential, or sensitive, privileged or confidential communications; (f) protected health information; or (g) other information the unauthorized disclosure of which could cause material, severe, or catastrophic harm or impact to any data subjects or third parties; (iv) process, transmit, submit, send, or store any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; or (v) cause harm or damage to third parties, other users, or IntrosMatter.
In addition, User will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, or otherwise commercially exploit or make the Services or the IMSIP available to any third party; (ii) falsely imply any sponsorship or association with IntrosMatter; (iii) decompile, reverse engineer, disassemble, reproduce, modify, translate, adapt, enhance, or copy or otherwise access or discover the source code or underlying program of any portion of the IMSIP or create derivative works based on the IMSIP, or any portion thereof, (iv) circumvent or disable any digital rights management, usage rules, or other security features of the IMSIP, or otherwise attempt to gain unauthorized access to, or disrupt the integrity or performance of, the IMSIP or the data contained therein; (v) access or use the IMSIP for the purpose of building a competitive product or service or copying its features or user interface; (vi) remove, alter, or obscure any copyright, trademark or other proprietary notices appearing in or on the IMSIP; (vii) use the Services or the access or use the IMSIP in a manner that overburdens, or threatens the integrity, performance, or availability of the Services or the IMSIP; (viii) attempt to scan, test, or probe the vulnerability of the IMSIP or interfere with or interrupt, in any manner, the operation of the IMSIP or the Services, or the servers, hardware, and network used to operate the same; (ix) attempt to access the IMSIP or the Services through unauthorized interfaces or other unauthorized means; (x) use devices, any manual or automated systems or software, or other processes (including but not limited to avatars, crawlers, data mining tools, robots, scrapers, spiders, or similar) to extract, “scrape” or download data or content from the IMSIP, (xi) send unauthorized or unsolicited promotional materials, advertising, spam, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (xii) use the IMSIP to collect, gather, harvest, or assemble information or data regarding other users, including their contact information, without their consent; or (xiii) introduce, upload, transmit, or distribute to or through the IMSIP any worm, virus, trojan, or any malicious software intended to damage or alter data or a computer system.
“User Content” means any electronic data, text, messages, information, content, or other materials, including, without limitation, Personal Data, and associated metadata, User submits to, provides to, submits to, uploads to, creates on, posts on, makes available on, or uses in connection with the IMSIP and the Services. User Content includes but is not limited to, contacts, ratings, connections, opportunities, and information provided or submitted by User or imported from User’s Third-Party Account(s) at User’s direction in connection with User’s use of the IMSIP and the Services.
As between the parties, User and its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the User Content and any modifications made thereto in the course of the operation of the Services or the IMSIP. User is solely responsible for the accuracy, content, and legality of all User Content. User warrants that User has and will have sufficient rights in the User Content to grant the rights to IntrosMatter under this Agreement and the Additional Documents, as applicable.
If a User with a Company Account decides to provide CRM integration through the Integration Credentials and Configuration, User acknowledges, recognizes, and agrees that IntrosMatter may have read, download, and write permissions and may have access to manage and view User’s information and data on such CRM.
The parties will comply with the terms of the Privacy Policy with respect to the provision and processing of Personal Data as defined in the Privacy Policy. IntrosMatter will use appropriate technical and organizational measures in the Services and the IMSIP to protect the User Content from unauthorized access, processing, loss, or disclosure. IntrosMatter measures are designed to provide a level of security appropriate to the risk of processing the User Content within the Services and the IMSIP. User understands that IntrosMatter will process User Content in accordance with applicable data protection laws, this Agreement, the Additional Documents, if applicable, and the Privacy Policy.
By accessing and using the IMSIP or using the Services, User grants IntrosMatter an irrevocable, fully paid, nonexclusive, and royalty-free, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit User’s User Content (including connections and contacts) as necessary to: (a) provide and improve the IMSIP (including through machine learning applications); (b) generate event files, log files, and trace and diagnostic files, as well as statistical and other data from the operation of the IMSIP and the use of User Content, in each case, in an aggregated or anonymized form (“Technical Data”); and (c) use and disclose Technical Data to improve the IMSIP and related products and services (including through machine learning applications) and provide analytics and benchmarking services. Technical Data disclosed to another party will not identify User (if applicable).
User Data is User’s Confidential Information under this Agreement. User and its licensors retain all right, title and interest in and to the User Data and all of User’s Confidential Information provided under this Agreement, and IntrosMatter obtains no rights in the foregoing except for the express rights granted in this Agreement, the Additional Documents, as applicable, and the Privacy Policy. IntrosMatter and its licensors retain all right, title, and interest in and to the IMSIP, its content, the Services, and Usage Data (defined below). IntrosMatter may freely use and incorporate into IntrosMatter’s products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by User relating to IntrosMatter’s products or services. Feedback and any other suggestions are provided by User exclusively “AS IS,” in User’s sole discretion, and will not be used by IntrosMatter in any way that identifies or permits identification of User.
Notwithstanding anything to the contrary in this Agreement, IntrosMatter may collect and use any data that is derived from the access or use of the IMSIP or use of the Services or characteristics, including but not limited to country of domicile, company size, industry, etc. Such data may be anonymized or aggregated so that such data can no longer directly or indirectly identify User, User’s contacts, or any individual (“Usage Data”).
IntrosMatter may update the Services or the IMSIP from time to time and User may receive notifications of Updates. Any Updates to the Services or the IMSIP are subject to this Agreement. User agrees that its license to the Services and the IMSIP is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by IntrosMatter with respect to future functionality or features.
IntrosMatter does not guarantee the maintenance for, or the continued function of, the Services or the IMSIP, and reserves the right to change, discontinue, delete and/or deprecate, at any time and at IntrosMatter’s sole discretion, any product feature or support service that may be have been made available to, or accessible by, User.
This Agreement is effective as of the Effective Date and will continue through until its termination.
IntrosMatter may suspend User’s access to the IMSIP and/or the Services at any moment, on the following grounds: (i) User’s breach of the Additional Documents, as applicable to Company Accounts, Guest Accounts, and Designated Accounts; (ii) User’s breach of Section 2 (Responsibilities of User); (iii) User has not entered into the Additional Documents with IntrosMatter, when applicable; or (iv) in the event suspension is deemed necessary by IntrosMatter for any reason, including, without limitation, to prevent or address the introduction of malicious software, a security incident, or other harm to User, IntrosMatter, or IntrosMatter’s other users. IntrosMatter will use diligent efforts to attempt to limit, where commercially feasible, the suspension and will restore the availability of the same if the issues leading to the suspension are resolved, as determined by IntrosMatter at its sole discretion. Such suspension will in no way affect User’s other obligations under this Agreement.
Either party may terminate this Agreement by written notice to the other party in the event that such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice. Also, this Agreement will automatically terminate as a result of the termination of the Additional Documents, when applicable. In addition, IntrosMatter may terminate this Agreement immediately by written notice if the issues leading to a suspension are not resolved within thirty (30) days of such suspension (except in the case of Section 5.b(iii) wherein the 30-day suspension period will not be applicable and IntrosMatter may terminate this Agreement immediately).
Termination of this Agreement for any reason will result in IntrosMatter terminating User’s access to or use of the Services. Notwithstanding the foregoing, IntrosMatter reserves the right to terminate access to the IMSIP at any moment.
Upon termination of this Agreement for any reason, (i) User must refrain from accessing or using the Services or the IMSIP; and (ii) close its Account.
If User accesses or uses the IMSIP or uses the Services through a Company Account or Designated User Account, any User Content related to such Account may be lost if such User’s relationship with the Customer’s whose Company Account or Designated User Account was being used is terminated or if the Additional Documents with such Customer are terminated.
Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely (i) to those of its respective employees, contractors, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation. However, the provisions of the Additional Documents, when applicable, regarding Confidential Information will supersede any provision in this Agreement that would purport to address the confidentiality of any information shared by the parties, including User Data, and such provision will have no further force or effect with respect to the foregoing. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party, the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES AND THE IMSIP ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY INTROSMATTER; (B) INTROSMATTER DISCLAIMS ALL OTHER WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES AND THE IMSIP, INCLUDING ANY INFORMATION, CONTENT, OR MATERIALS CONTAINED THEREIN; (C) INTROSMATTER DOES NOT REPRESENT OR WARRANT THAT THE CONTENT OR MATERIALS ON THE SERVICES AND THE IMSIP ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE; AND (D) WHILE INTROSMATTER ATTEMPTS TO MAKE USER’S ACCESS AND USE OF THE SERVICES AND THE IMSIP SAFE, INTROSMATTER CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES AND THE IMSIP OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, USER SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM INTROSMATTER OR THROUGH THE SERVICES OR THE IMSIP WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT SHALL INTROSMATTER BE LIABLE TO USER AND/OR THIRD PARTIES ON USER’S BEHALF FOR ANY GENERAL, DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, DOWNTIME COSTS, RESTORATION COSTS, LOSS OF PROFITS, COST OF COVER, OR LOSS OF DATA OR CONTENT, LOSS OF BUSINESS OR GOODWILL, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS, USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR THE IMSIP, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM INTROSMATTER, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO INTROSMATTER’S RECORDS, PROGRAMS, OR SERVICES. TO THE EXTENT THAT APPLICABLE LAW PROHIBITS LIMITATION OF SUCH LIABILITY, INTROSMATTER SHALL LIMIT ITS LIABILITY TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW AND, IN SUCH CASE, INTROSMATTER’S AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH INTROSMATTER, ITS AFFILIATES, THIS AGREEMENT, THE SERVICES, THE IMSIP, AND/OR ANY RELATED SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT PAID BY THE USER TO INTROSMATTER IN THE PAST TWELVE (12) MONTHS. THIS LIMITATION OF LIABILITY WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
USER ACKNOWLEDGES AND AGREES THAT INTROSMATTER HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN USER AND INTROSMATTER, AND THAT THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN USER AND INTROSMATTER. INTROSMATTER WOULD NOT BE ABLE TO PROVIDE THE SERVICES OR THE IMSIP TO USER ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY.
To the fullest extent permitted by applicable law, User agrees to indemnify, defend, and hold harmless IntrosMatter, its affiliated companies, and each of its respective, contractors, employees, officers, directors, managers, agents, third-party suppliers, licensors, or partners, from any claims, losses, damages, demands, expenses, costs, and liabilities, including legal fees and expenses (a “Claim”), arising out of or related to User’s access, use, or misuse of the Services or the IMSIP, any User Data (including Personal Data therein) processes, sent, stored, transmitted, or disclosed in or through the Services or the IMSIP, any breach of the representations, warranties, covenants, and obligations made or assumed by User or any breach of this Agreement; and User’s violation of the rights of third parties or laws applicable to User or its business.
In the event of a potential indemnity obligation under this Section 9, IntrosMatter will: (i) promptly notify User in writing of the Claim, (ii) allow User the right to control the investigation, defense, and settlement (if applicable) of such Claim at User’s sole cost and expense, and (iii) upon request of User, provide all necessary cooperation at User’s expense. Failure by IntrosMatter to notify User of a Claim under this Section will not relieve User of its obligations under this Section, however, User will not be liable for any litigation expenses that IntrosMatter incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to User in accordance with this Section. User may not settle any Claim that would bind IntrosMatter to any obligation (other than payment covered by User or ceasing to use infringing materials) or require any admission of fault by IntrosMatter, without IntrosMatter’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Any indemnification obligation under this Section 9 will not apply if IntrosMatter settles or makes any admission with respect to a Claim without User’s prior written consent (which shall not be unreasonably withheld).
From time to time, IntrosMatter may modify this Agreement. Unless otherwise specified by IntrosMatter, changes become effective for User upon the date that is stated in such amendment as “Last Updated”. IntrosMatter will use reasonable efforts to notify or inform the User of any material changes or make such material changes available to User through communications or notifications via the IMSIP, email, or other means.
User may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without IntrosMatter’s prior written consent (not to be unreasonably withheld); provided, however, that User may assign this Agreement in its entirety, without IntrosMatter’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section will be null and void.
This Agreement, together with the Additional Documents, when applicable, and the Privacy Policy, constitute the entire agreement and supersedes any and all prior agreements or communications between User and IntrosMatter. In the event of a conflict between the Additional Documents, the Privacy Policy and this Agreement, the order of precedence will be, first, the Additional Documents, second, the Privacy Policy, and third, this Agreement. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be modified by the court and interpreted so as to best accomplish the original provision, and the remaining provisions of this Agreement will remain in effect.
IntrosMatter may identify User as a IntrosMatter’s customer in its promotional materials. User may request that IntrosMatter stop doing so by submitting an email to legal@introsmatter.com at any time. Please note that it may take us up to thirty (30) days to process such request.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties.
Sections 1.b (Access Through Third-Party Accounts), 2 (Responsibilities of User), 4 (Intellectual Property), 5 (Term, Suspension, and Termination), 6 (Confidentiality), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 11.e (Survival), 11.f (Communications and Notices), 11.h (Governing Law and Dispute Resolution), and 12 (Definitions) will survive any termination of the Agreement. Termination of this Agreement will not limit either party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.
User expressly recognizes, acknowledges, and agrees to receive communications and notices from IntrosMatter, including via email. IntrosMatter may send communications in connection to: (a) operational matters concerning User’s Account, the IMSIP, or the Services; (b) Updates to or maintenance performed on the IMSIP or the Services; (c) promotions run by IntrosMatter or our partners; (d) news related to IntrosMatter or other entities based on User’s preferences, interests, ratings, or use of the IMSIP and the Services; or (e) invitations or messages from other Users or potential opportunities identified through the use of the IMSIP or the Services. We may provide you with the ability to opt-out of such communications but opting out may affect your use of the Platform and the Services.
Any notice or communication under this Agreement shall be sent by email, and shall be deemed to have been given and received upon receipt confirmation by the recipient(s), or if the receiving Party refuses or fails to confirm receipt, upon such email not being returned as undeliverable. Notices shall be sent to the email addresses that each party may designate from time to time. Notwithstanding the foregoing, any notice sent by email may be additionally sent by other written means, to the address on file, and shall be deemed to have been given and received: (i) upon personal delivery; or (ii) if delivered by overnight courier, on the next business day. The address for a notice to InstrosMatter is: 200 Continental Drive, Suite 401, Newark, Delaware 19713, USA with a copy to legal@introsmatter.com by electronic mail.
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited to, acts of God, acts of government, acts of terror or civil unrest, internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks.
All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to the conflict of laws provisions. Any dispute related to this Agreement shall be submitted to final and binding arbitration in Delaware under the Commercial Arbitration Rules of the American Arbitration Association then in effect, upon written notice and demand of either Party. The arbitration shall be conducted by one (1) arbitrator. Any arbitration award rendered shall be binding, final, and conclusive, and judgment may be entered in any court having jurisdiction thereof. The prevailing Party shall be entitled to recover reasonable attorney’s fees and costs from the other Party.
“Additional Documents” means all the agreements, term sheets, or documents executed by and between IntrosMatter and Users with Company Accounts for the provision of the Services.
“Admin” means the authorized administrator of a Company Account.
“Company Account” means the Account of a Customer. Company Accounts may have one or more Admins who shall manage the Company Account.
“Confidential Information” means all information disclosed by one party to the other party, orally, in writing, or electronically, that is designated as “confidential” (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Notwithstanding the foregoing, the parties hereby recognize, acknowledge, and agree that User Content and Usage Data are not Confidential Information.
“CRM” means, the Customer Relationship Management software or similar software of Users with Company Accounts to which the IMSIP may be integrated.
“Customer” means a legal entity that has entered into the Additional Documents with IntrosMatter.
“Designated User” means any employee, contractor, or agent of a User with a Company Account who is invited to access or use the IMSIP.
“Effective Date” means, in relation to this Agreement, the date which is the earlier of (a) User’s acceptance of this Agreement, (b) User’s initial access to or use of the Services or the IMSIP, or (c) in connection to any amendment to this Agreement, the effective date of such amendment to this Agreement as indicated in the “Last Updated” Section. This Agreement will govern User’s initial access to the Services or the IMSIP on the Effective Date as well as any future access to or use of the Services or the IMSIP made by User.
“Guest” means any individual who is not an employee, contractor, or agent of a User with a Company Account, who is invited by such User with a Company Account to access or use the IMSIP.
“IMSIP” means the IntrosMatter Sales Introduction Platform provided by IntrosMatter to enable access and use of the Services.
“Integration Credentials and Configuration” means the API keys, integration configuration details, or other data provided by User to IntrosMatter to enable access and use of the Services through integration with the CRM of Users with Company Accounts. Integration Credentials and Configuration are not mandatory to access or use the IMSIP or use the Services.
“Personal Data” means, data relating to an individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller (as defined under applicable data protection laws).
“Privacy Policy” means, the Services’ privacy policy currently at https://www.introsmatter.com/privacy-policy, as updated from time to time.
“Services” means, the portion of IntrosMatter’s services which shall be provided by IntrosMatter through the IMSIP and other related services set forth in the Additional Documents, if applicable. For the avoidance of doubt, the Services shall include, without limitation, (i) the provision of the IMSIP as a software as a service (SaaS) to User, which shall include, professional network contact management, connection strength scoring, and lead generation by identifying connections who can make referral introductions at User’s request; and (ii) IntrosMatter’s access to CRM information and data of Users with Company Accounts for the purposes expressly agreed on in the Additional Documents.
“Term” means, the period of time during which User will receive the Services and access and use the IMSIP.
“Update” means, the generally available updates, upgrades, hotfixes, patches, or workarounds to the IMSIP or the Services provided by IntrosMatter to all Users, but excludes new products or modules, if applicable.
“User” has the meaning set forth in the introduction of this Agreement. Users may access or use the IMSIP and use the Services through Company Accounts, Designated User Accounts, and Guests Accounts. Company Accounts, Designated User Accounts, and Guest Accounts shall at all moments be considered Users once they register for an Account or otherwise use or access the IMSIP or use the Services.
“User Content” has the meaning set forth in Section 3.a. If Users with Company Accounts decide to provide CRM integration through the Integration Credentials and Configuration, this definition would also include such Users’ CRM information, as applicable.
Last updated: February 13, 2025.
