Last updated: July 1, 2020
YOU SHOULD BE AWARE THAT EXCIPIENT IS NOT A PROVIDER OF MEDICAL ADVICE. BEFORE YOU TAKE ANY ACTION THAT MAY AFFECT YOUR HEALTH OR SAFETY, PLEASE CONSULT WITH A LICENSED PROFESSIONAL.
This is an agreement between Excipient Inc., a Delaware corporation (“Excipient"), the owner and operator of Intent (collectively, all software and content provided by Excipient through the Intent application and the Intent site, www.intentapp.com, known as the "Service"), and you (“you” or “You”), a user of the Service. These Terms of Service form a binding “Contract” between you and us.
As our business evolves, Excipient may change this Contract. If we make a material change to the Contract, we will provide you with reasonable notice prior to the changes by posting a notice here. You can review the most current version of the Contract at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this Contract is not acceptable to you, your only remedy is to deactivate your account and stop using the Service, which you may do by clicking here or otherwise through the process provided in the Service.
By accessing or using the Service, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this Contract.
This Contract applies to all users of the Intent Service. Any modifications and new features added to the Service are also subject to this Contract. Excipient reserves the right to modify or discontinue the Service or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Excipient.
You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Excipient in its sole discretion). See below for examples outlining prohibited uses of the Service. You shall comply with any codes of conduct, policies, limitations, or other notices Excipient provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the Contract, we will provide you with reasonable notice as provided in Section 1 above. You shall promptly notify Excipient if you learn of a security breach related to the Service.
By way of example, and not limitation, you shall not, and shall not permit any third party to, directly or indirectly (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Service, that:
Additionally, you shall not: (a) take any action that imposes or may impose (as determined by Excipient in its sole discretion) an unreasonable or disproportionately large load on Excipient’s (or its third party providers’) infrastructure; (b) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (c) bypass any measures Excipient may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (d) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (e) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Service.
Any software that may be made available by or on behalf of Excipient in connection with the Service, including the Intent application, ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this Contract, Excipient only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved. The Service is provided only for your own personal, non-commercial, limited use in accordance with this Contract.
You shall not (directly or indirectly): (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (b) modify, translate, or otherwise create derivative works of any part of the Service; or (c) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
Most users will be authorized (“Authorized User”) to access specific functionality provided by our Service. A subscription allows an Authorized User to access this functionality. Subscribing can be done through our website. Subscriptions commence when we make them available to you and continue for the term specified in the check-out interface. Each subscription is for a single Authorized User for the specified term and is personal to that Authorized User.
If you purchase our Service, fees are specified during check-out and must be paid in advance. Payment obligations are non-cancelable and fees paid are non-refundable. For example, if you cancel your subscription, you are responsible for any unpaid fees from the subscription, and Service under the subscription will be deemed fully performed and delivered upon expiration of the subscription term. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdictions (“Taxes”). You are responsible for paying all Taxes associated your subscription, except for those taxes based on our net income.
A subscription has a term that may expire or be terminated. All subscriptions automatically renew for additional periods equal to one year or the preceding term, whichever is shorter, and the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal before the end of a subscription term to stop the subscription from automatically renewing.
Any credits that you accrue to your account will expire following expiration or termination of the subscription, will have no currency or exchange value, and will not be transferable or refundable.
If any fees owed to us by you (excluding amounts disputed reasonably and in good faith) are thirty days or more overdue, we may, without limiting our other rights and remedies, terminate your subscription until those amounts are paid in full. You acknowledge and agree that loss of a subscription will result in a decrease in certain features and functionality, as well as potential loss of access to data.
The design of the Service, the contents of the Service, including but not limited to text, graphics, images, advice, recommendations ("Contents"), the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Excipient, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Service is provided to you AS IS for your information and personal use only. Excipient reserves all rights not expressly granted in and to the Service. You agree to not engage in the use, copying, or distribution of any of the Service other than expressly permitted herein.
If you send us any feedback or suggestions regarding the Service, you grant Excipient an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.
The Contents within the Service are provided for your information only. These Contents do not constitute professional medical advice, diagnoses, or treatment, and you should not rely on them as such. Your decision to rely on any information you obtain in connection with your use of the Service is at your sole discretion and risk. In addition, you should be aware that the Service does not promise any particular results. If you think you may be experiencing a medical emergency, call 911 or your healthcare provider immediately.
As part of the Service, you may receive from us email and other communications (e.g., SMS messages and voice calls) relating to your use of our Service. By disclosing this contact information or otherwise sending electronic communications through the Service, you acknowledge and agree that we may send you communications through registered mail, email and other electronic communications, SMS messages, voice calls or otherwise, that we determine, in our sole discretion, are related to your use of the Service, and for as long as you do not unsubscribe from receiving such communications. As part of using the Service you agree to receive all agreements, notices, disclosures and other communications that we provide to you in electronic form, and acknowledge that receipt of such documents in electronic form satisfies any legal requirement that such communications be in writing.
No computer or communication lines are perfectly secure and our security measures can only serve to help minimize the risk of security issues. BY SENDING ANY CONFIDENTIAL OR PERSONAL INFORMATION TO US VIA EMAIL OR TEXT, OR AGREEING TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US THROUGH EMAIL OR TEXT, YOU ACKNOWLEDGE AND ACCEPT ANY RISK AND DAMAGE ARISING FROM DISCLOSURE OF SUCH INFORMATION IN THE COURSE OF TRANSMISSION.
The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Excipient shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that your information may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Excipient takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of your information. Excipient will have no liability to you for any unauthorized access or use of any of your information, or any corruption, deletion, destruction or loss of any of your information.
THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND EXCIPIENT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCIPIENT MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SERVICE'S CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR (I) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, AND/OR (III) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE THROUGH THE ACTIONS OF ANY THIRD PARTY. YOU ACKNOWLEDGE THAT EXCIPIENT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM EXCIPIENT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS CONTRACT.
IN NO EVENT WILL YOUR LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE MONTH PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT OBLIGATIONS” SECTION ABOVE.
The Service is controlled and offered by Excipient from its facilities in the United States of America. Excipient makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
This Contract will continue in full effect unless and until your account or this Contract is terminated as described herein. You have the right to deactivate your account at any time by contacting us at email@example.com.
We or you may terminate the Contract on notice to the other party if the other party materially breaches the Contract and such breach is not cured within thirty days after the non-breaching party provides notice of the breach. We may terminate the Contract immediately on notice to you if we reasonable believe that you are using the Service in violation of applicable law.
We reserve the right to deactivate your account, delete your user information, and terminate this Contract at any time for any reason, or no reason, with or without notice. Without limiting the foregoing, Excipient may, in its sole discretion, publish policies whereby we delete your user information for prolonged inactivity. Upon any termination of this Contract, we will have no obligation to maintain or provide your information.
Upon any termination for cause by you or termination without cause by us, we will refund you any prepaid fees covering the remainder of the term of your subscription after the effective date of termination. Upon any termination for cause by us, you will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve you of the obligation to pay any fees payable to us for the period prior to the effective date of termination.
You shall defend, indemnify, and hold harmless Excipient from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Contract, any information you have provided the Service, or your use or misuse of the Service. Excipient shall provide notice to you of any such claim, suit or demand. Excipient reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Excipient’s defense of such matters.
If any provision of this Contract is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Contrat will otherwise remain in full force and effect and enforceable.
Regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the Contract must be filed with Excipient within one (1) year after such Claim or cause of action arose or be forever barred.
The Contract, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Excipient without restriction.
The failure of Excipient to exercise or enforce any right or provision of the Contract shall not constitute a waiver of such right or provision.
If you have any questions or concerns, please contact us at firstname.lastname@example.org.