Intwixt Terms of Service

Last Updated: December 16, 2016

Intwixt, Inc. (“Intwixt,” “we” or “us”) provides tools and software for building bot products and related services (collectively referred to as the "Services").

Please read the following important terms and conditions (“Terms of Service”) carefully.  These Terms of Service, and the Intwixt Privacy Policy, incorporated herein by reference govern your access to and use of the Services, including any content, information, products or services therein.  These Terms of Service are a legal agreement between you and Intwixt and apply to you as a user of the Services ("User”).

YOU UNDERSTAND THAT BY USING OUR SERVICES (INCLUDING ANY TOOLS, SOFTWARE, OR CONTENT PROVIDED THEREIN), YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE.  IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT USE THE SERVICES OR CONTENT.  If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business.  In that event, “you” and “your” will refer and apply to that business.

  1. Eligibility and Registration.

In order to access the Services, you will have to create an Intwixt account and become a User.  To become a User you must be at least 18 years of age.

When you register, you will be asked to choose a username and a password.  You are responsible for safeguarding your password and you agree not to disclose your password to any third party.  You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions.  You will immediately notify Intwixt of any unauthorized use of your password.  You agree that the information that you provide to us upon registration, and at all other times will be true, accurate, current and complete.  Without limiting any other terms of this Terms of Service, you may not use false identities or impersonate any other person or use a username or password that you are not authorized to use.  Intwixt reserves the right to require you to change your username for any reason and may do so at any time.

If you become a User you consent to the use of: (a) electronic means to complete these Terms of Service and to provide you with any notices given pursuant to these Terms of Service; and (b) electronic records to store information related to these Terms of Service or your use of the Services.  Our Privacy Policy contains information about our policies and procedures regarding the collection, use and disclosure of information we receive from Intwixt Users.

In addition you agree to the following Acceptable Use Policy:

  • You will only use the Services for authorized and lawful purposes, consistent with all applicable laws and regulations and the rights of others.  

  • You will not use the Services to upload, stream or otherwise transmit content: (a) that is inappropriate, as reasonably determined by Intwixt; (b) that is indecent, obscene, pornographic, defamatory, libelous, harassing, threatening, abusive, hateful, or violent; or (c) containing fraudulent, false, deceptive, or misleading offers, statements, claims or representations.  

  • You will not use the Services in any manner that would infringe, dilute, misappropriate or otherwise violate a third party’s privacy, publicity or other personal and intellectual property rights.  

  • You will not interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect to the Services except as required to use the Services in compliance with this Acceptable Use Policy.  

  1. Modification.

Intwixt reserves the right, at its sole discretion, to modify, discontinue or terminate the Services, or to modify these Terms of Service, at any time and without advance notice.  However, changes made to these Terms of Service will not apply to you to the extent that (i) the changes concern matters which are the subject of an actual dispute between you and Intwixt as of the date the changes take effect and (ii) Intwixt has actual notice of the dispute as of the date the changes take effect.  If we modify these Terms of Service, we will post the modification within the Services or provide you with notice of the modification.  We will also update the “Last Updated Date” in these Terms of Service.  If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Services, and if applicable, cancel your Intwixt account.  By continuing to access or use the Services after Intwixt makes any such revision, you agree to be bound by the revised Terms of Service.

  1. Intwixt Account Suspension, Blocking and Termination .

    1. Without limiting other remedies, Intwixt may immediately suspend, block or terminate your access to the Services in the event that you breach these Terms of Service.  An account may be suspended if you fail to pay amounts due to Intwixt.  When your account is suspended, your bots continue running if credits remain and all files are accessible in a read-only mode.  After 30 days, a suspended account may be permanently deleted.  Intwixt blocks accounts when they are offensive or violate these Terms of Service.  When an account is blocked all bots are stopped and you may not access any part of your account.  After 7 days a blocked account may be permanently deleted.  When an account is terminated, it may be permanently deleted.  We also reserve the right to terminate the Services or your access thereto at any time and for any reason.  In addition, Intwixt may notify authorities or take any actions it deems appropriate, without notice to you, if Intwixt suspects or determines, in its own discretion, that you may have or there is a significant risk that you have: (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Intwixt; or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Intwixt, any other third parties, or the Services.

    2. After any termination, you understand and acknowledge that we will have no further obligation to provide the Services.  Upon termination, all licenses and other rights granted to you by these Terms of Service will immediately cease.  Intwixt is not liable to you or any third party for termination of the Services or termination of your use of the Services.  UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU.  Furthermore, Intwixt will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.

    3. Any suspension, blocking, or termination will not affect your obligations to Intwixt under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, blocking, or termination.

  2. Copyrighted Materials: No Unauthorized Use.

YOU WILL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.  Intwixt has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of Users who repeatedly infringe or are believed to be infringing the intellectual property rights of others.  Copyright holders may report alleged infringement of their copyrights by notice complying with the Digital Copyright Millennium Act in which case you will have an opportunity to provide a counter notice under the Act.

  1. Intellectual Property Rights and Ownership; Limitations.

    1. Definitions.  Certain types of content are made available through the Site.  “Content” as used in these Terms of Service means, collectively, the  tools, text, data, graphics, images, photos and video files made available by Intwixt through the Services.  Intwixt reserves the right to remove and permanently delete any Content without notice.  We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to violate these Terms of Service. “Bots” as used in these Terms of Service means, collectively the logic, data models and credentials that you create with the Services.

    2. Services and Content.  Subject to your compliance with these Terms of Service, you may access and use the Services and Content for your own use.  You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content or related products and services and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Services or Content except in connection with bot applications used by you.  Intwixt and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Services and Content and the trademarks, service marks and logos contained therein.

    3. Your bots.   You have an exclusive, non-transferable license to bots you create using Intwixt Services and Content.  Intwixt will not have the right to use bots you create without your written permission.  Intwixt does not guarantee that bots you create will always be supported when Intwixt modifies its Services and Content.  The data that your bots generate belong to you.

  2. Fees and Payment.

    1. Fees for Services.  The Services are made available in different service levels and/or different service plans.  Not all of the features and functionality of the Services may be available in each version, service level or service plan.  Separate or additional usage and/or overage charges may apply to different versions, service levels or service plans.  Intwixt reserves the right to change, suspend or discontinue part or all of any version, service level or service plan at any time, for any reason, without notice and without explanation.

    2. In order to register for or use the Services, or a version, service level or service plan to which usage and/or overage charges may apply, you may be required to provide Intwixt with billing and account information (“Billing Information”) for a credit card, payment card or another payment system, such as PayPal, for which you are authorized to approve charges (each, a “Payment Source”) to allow Intwixt to collect payment from you for your use of the Services.  You must provide Intwixt with true, accurate, current and complete Billing Information and maintain and promptly update your Billing Information to keep it true, accurate, current and complete.

    3. You authorize Intwixt to automatically and immediately bill your Payment Source when charges for the Services are due, without any further action on your part or other prior notice on the part of Intwixt.  You assume full responsibility for such charges, even if such charges are declined or not paid by your Payment Source.

    4. If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid or if you fail to pay charges for a paid version of the Services when due, your account may be suspended.  If your account is suspended, Intwixt may, but is not obligated to, maintain your account and/or related content and information, for a limited amount of time, in order to allow you pay the past-due charges and restore your account.  If the charges are not paid, your account may be terminated.

    5. All fees are non-refundable and non-transferable except as expressly provided in these Terms of Service.  There is no prorated refund of any fees upon any termination or cancellation.  You agree to immediately pay any amounts accrued, but remaining unpaid, as of termination (if any).  

    6. Intwixt may use a free introductory limited use program for its Service.  In such event, the above fees will become effective when the limited use is exceeded in either amount or duration.  Intwixt reserves the right to modify or discontinue any such program at any time.

  3. Intwixt Tools and Software License.

    1. License Grant.  Subject to your compliance with the terms and conditions of these Terms of Service, Intwixt grants you limited, non-exclusive, non-transferable license, without the right to sublicense, to develop bots that automate conversations between people, businesses, people and businesses.  Intwixt reserves all rights in the Intwixt tools, software applications, and Services not expressly granted to you in these Terms of Service.

    2. Restrictions.  Except as expressly specified in these Terms of Service, you may not (i) copy or modify the Intwixt tools or software, including, but not limited to adding new features or otherwise making adaptations that alter their functioning; (ii) transfer, sell, rent, lease, distribute, sublicense or otherwise assign any rights to, or any portion of, the Intwixt tools, software, or bots created with these to any third party; or (iii) make the functionality of the Intwixt tools or software available to multiple users through any means, including, but not limited to distribution of the Intwixt tools or software or by uploading the Intwixt tools or software to a network or file-sharing service or through any hosting, application services provider or any other type of service.  The Intwixt tools and software contain trade secrets, and in order to protect those secrets you agree not to disassemble, decompile or reverse engineer the Intwixt tools or software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.  You will comply with any technical restrictions in the Intwixt tools or software that allow you to use the Intwixt tools or software only in certain ways.

    3. Updates and Upgrades; No Obligation.  Intwixt is not obligated to maintain or support the Intwixt tools or software, or to provide you with updates, upgrades or services related thereto.  You acknowledge that Intwixt may from time to time in its sole discretion issue updates or upgrades to the Intwixt tools and software, and may automatically update or upgrade the versions of the Intwixt tools and software that you are using.  You consent to such automatic updating or upgrading, and agree that the terms and conditions of these Terms of Service will apply to all such updates or upgrades.

    4. Term and Termination.  The license to the Intwixt tools and software granted under these Terms of Service remains in effect for a period of 25 years, unless earlier terminated by you or Intwixt in accordance with this provision.  Without limiting any other terms of these Terms of Service, the license will automatically terminate without notice from Intwixt if you breach any terms of these Terms of Service.  Upon any termination of these Terms of Service you must cease all use of the Intwixt tools and software and promptly delete and destroy all copies, full or partial, of the tools and software.

    5. Proprietary Rights.  The copy of the Intwixt tools and software are licensed, not sold, to you.  You agree that Intwixt and its licensors own all right, title and interest in and to the Intwixt tools and software, including all intellectual property rights therein, and that Intwixt retains ownership of all copies of the Intwixt tools and software.  The Intwixt tools and software are protected by United States copyright law and international treaties.  You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Intwixt tools and software as delivered to you.

    6. Export Control.  You may not use, export, re-export, import, or transfer the Intwixt tools and software except as authorized by United States law, the laws of the jurisdiction in which you obtained the Intwixt tools and software, and any other applicable Laws.  In particular, but without limitation, the Intwixt tools and software may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S.  Treasury Department’s list of Specially Designated Nationals or the U.S.  Department of Commerce’s Denied Person’s List or Entity List.  By using the Intwixt tools and software, you represent and warrant that you are not located in any such country or on any such list.  You also will not use the Intwixt tools and software for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

  4. Obligations for Intwixt Users - - General Prohibitions

The Services may be used and accessed for lawful purposes only.  You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Services.  In addition, without limitation, you agree that you will not do any of the following while using or accessing the Services:

    • Circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Content;

    • Upload, stream, email or otherwise transmit (i) any content to which you do not have the lawful right to copy, transmit and display; (ii) any content for which you do not have the consent or permission of each identifiable person in the content to use the name, voice, signature, photograph, or likeness of each such person and such consent or permission is necessary; or (iii) any content that infringes the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity);

    • Use any meta tags or other hidden text or metadata utilizing a Intwixt name, trademark, URL or product name;

    • Upload, stream, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation;

    • Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Services to send altered, deceptive or false source-identifying information;

    • Upload, stream, email, or otherwise transmit, via the Services, any content that is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including without limitation any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable in the opinion of Intwixt;

    • Upload, stream, email, or otherwise transmit any content that contains software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy or limit the functionality of any computer software; or (ii) interfere with the access of any user, host or network, including without limitation sending a virus, overloading, flooding, spamming or mail-bombing a website;

    • Upload, stream, email or otherwise transmit any content that include codes that are hidden or otherwise surreptitiously contained within the images, audio or video of any content that is unrelated to the immediate, aesthetic nature of the content;

    • Run in production bots that use development credentials. Some of the technologies that we integrate as part of Intwixt have credentials that work in two different modes: development and production. Development credentials must only be used for bots that are under development and testing, when they do not interact with users outside of your development and testing teams. Once a bot’s implementation is tested and the bot is ready to be used by people outside of your development and testing teams, it must be reconfigured to use production class credentials.

    • Interfere with or disrupt (or attempt to interfere with or disrupt) any web pages available on the Services, servers or networks connected to the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

    • Attempt to probe, scan or test the vulnerability of any Intwixt system or network or breach or impair or circumvent any security or authentication measures protecting the Services;

    • Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

    • Attempt to access, search or meta-search the Services with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Intwixt or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, or Opera), including without limitation any software that sends queries to the Services to determine how a website or web page ranks.

    • Collect or store personal data about other users without their express permission;

    • Impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering or otherwise commit fraud;

    • Use the Services in any manner not permitted by these Terms of Service; or

    • Encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.

  1. Disclaimer of Warranties.

Your use of the Services and Content is at your sole discretion and risk.  The Services and Content, and all materials, information, products and services included therein, are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.  INTWIXT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES AND CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.  Intwixt disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Services; or (ii) that the Services and Content will be error-free or that any errors will be corrected.  No advice or information, whether oral or written, obtained by you from Intwixt, will create any warranty not expressly stated in these Terms of Service.  Some states or jurisdictions do not allow the exclusion of certain warranties.  Accordingly, some of the above exclusions may not apply to you.

  1. Limitation of Liability.

IN NO EVENT WILL INTWIXT, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, TOOLS, SOFTWARE, AND CONTENT WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT INTWIXT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT WILL INTWIXT’S CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID TO INTWIXT FOR THE SERVICES IN THE PRECEDING 12 MONTHS..

  1. Indemnification.

You agree to defend, indemnify, and hold Intwixt, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Services or Content; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that you caused damage to a third party.

  1. Third Party Links.

The Services may provide links to third party websites or resources from the Services.  You acknowledge and agree that Intwixt is not responsible or liable for the availability or accuracy of, and Intwixt does not endorse, such websites or resources or the content, products, or services on or available from such websites or resources.  You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.  When using services provided by other vendors and integrated in the Service, you shall be subject to additional guidelines, rules and limits provided by their respective Terms of Service.  Such vendors may charge you additional fees.

  1. Feedback and Independent Development.

Your feedback is welcome and encouraged.  You may submit feedback by emailing us at feedback@intwixt.com. You agree, however, that: if you elect to provide suggestions, ideas, proposals, concepts or other feedback to us (whether written, verbal or in any other format or manner) in connection with these Terms of Service or use of our Services (“Feedback”), you acknowledge and agree that we have no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback and we will be free to use and exploit the same in any manner without restriction of any kind.  You acknowledge and agree that all Feedback will be the sole and exclusive property of Intwixt.  You hereby irrevocably transfer and assign to Intwixt and agree to irrevocably transfer and assign to Intwixt all of your right, title, and interest in and to all Feedback, including all intellectual property rights therein.  At Intwixt’s request and expense, you will execute documents and take such further acts as Intwixt may reasonably request to assist Intwixt to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback.  Further, you acknowledge and agree that Intwixt is engaged in creating and developing its own programs, plans and projects so it is possible that we are already independently developing products services, plans and projects that are quite similar and/or competitive with your Feedback (including the concepts contemplated by or embodied therein).  Nothing in these Terms of Service will be construed as a representation or agreement that we will not develop or have developed, distribute, market or promote applications, services, products, concepts, systems or techniques that are similar to and/or compete with the applications, services, products, concepts, systems or techniques contemplated by or embodied in any Feedback or compensate you or provide you with any input or response with regard to your Feedback.

  1. General.

    1. No Assignment.  You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Intwixt.  Any purported assignment or delegation by you without the appropriate prior written consent of Intwixt will be null and void.  Intwixt may assign these Terms of Service or any rights hereunder without your consent.

    2. Relationship of the Parties.  For purposes of these Terms of Service, including if you become a User and create an account, you are not an employee or agent of Intwixt, and you will not represent that you are any of the foregoing.  Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract.  Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Service, including without limitation any expenses associated with the implementation of these Terms of Service.

    3. Severability and Waiver.  In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.  The failure of Intwixt to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.

    4. Force Majeure.  Intwixt will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues and unrelated to Intwixt infrastructure or connectivity to the Internet, or failure at Intwixt facility (each a “Force Majeure Event”).  Upon the occurrence of a Force Majeure Event, Intwixt will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues.

    5. Governing Law.  These Terms of Service and the relationship between you and Intwixt will be governed by the laws of the State of California without regard to its conflict of law provisions.  You and Intwixt agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California.

    6. Entire Agreement.  These Terms of Service are the entire and exclusive agreement between Intwixt and you regarding the Services and Content and supersede and replace any prior agreements between Intwixt and you regarding the Services and Content.

    7. Notice.  Any notice or other communication to be given hereunder will be in writing and given (a) by Intwixt via email (in each case to the address that you provide), (b) a posting on Intwixt's website or (c) by you via email to legal@intwixt.com or to such other addresses as Intwixt may specify in writing.  The date of receipt will be deemed the date on which such notice is transmitted.

    8. Questions.  If you have questions about these Terms of Service or would like to request a copy of these Terms of Service or any other records relating to these Terms of Service of your use of the Site and Services, please contact Intwixt at legal@intwixt.comor by sending a written request to Intwixt at 1128 Greenwich St, San Francisco, CA 94109.