Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "you," "your," "Customer," "Subscriber") and Intratera LLC ("Intratera," "Company," "we," "us," "our") governing your access to and use of the Intratera platform, including all associated software, applications, websites, APIs, integrations, services, features, content, and documentation (collectively, the "Service" or "Platform").

BY ACCESSING, BROWSING, OR USING THE SERVICE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO VISITING OR BROWSING THE WEBSITE, REGISTERING AN ACCOUNT, UPLOADING DATA, OR USING ANY FEATURE OF THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST IMMEDIATELY DISCONTINUE ALL USE OF THE SERVICE.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "you" and "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Service.

2. Description of Service

Intratera provides a cloud-based customer relationship management ("CRM") platform designed to facilitate the management of customer data, business relationships, communications, analytics, workflows, and related organizational processes. The Service may include, without limitation: contact management, data storage and retrieval, analytics and reporting, workflow automation, form builders, learning management systems, communication tools, file storage, API integrations, and such other features as Intratera may offer from time to time.

Intratera reserves the right to modify, suspend, or discontinue any aspect of the Service at any time, with or without notice, including but not limited to the availability of any feature, database, content, or functionality. Intratera shall not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.

3. Account Registration and Security

To access certain features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are solely responsible for safeguarding the password and credentials associated with your account and for any and all activities or actions that occur under your account, whether or not authorized by you.

You must immediately notify Intratera at support@intratera.com of any unauthorized use of your account, any breach of security, or any other compromise of your account credentials. Intratera will not be liable for any loss or damage arising from your failure to comply with the foregoing obligations.

Intratera reserves the right to suspend, disable, or terminate your account at its sole discretion, without prior notice or liability, for any reason, including but not limited to breach of these Terms, suspected fraudulent or illegal activity, or prolonged inactivity.

4. User Data and Data Ownership

"User Data" means all data, information, content, records, files, documents, images, and materials that you or your authorized users submit, upload, transmit, store, or otherwise make available through the Service. As between you and Intratera, you retain all right, title, and interest in and to your User Data. Intratera does not claim ownership of your User Data.

By using the Service, you grant Intratera a limited, non-exclusive, worldwide, royalty-free license to access, use, process, copy, store, transmit, display, and reformat your User Data solely to the extent necessary to provide, maintain, and improve the Service, to provide technical support, and to comply with applicable law. This license terminates when you delete your User Data from the Service or when your account is terminated, except to the extent that copies are retained in routine backup systems or as required by applicable law.

You represent and warrant that you have all necessary rights, consents, and permissions to submit User Data to the Service and to grant the foregoing license, and that your User Data does not violate any applicable law, regulation, or third-party right, including without limitation any intellectual property right, right of publicity, or right of privacy.

5. Data Processing, Storage, and Security

Intratera employs commercially reasonable administrative, technical, and physical safeguards designed to protect User Data from unauthorized access, disclosure, alteration, and destruction. However, no method of electronic transmission or storage is 100% secure, and Intratera cannot guarantee the absolute security of your User Data.

YOU ACKNOWLEDGE AND AGREE THAT INTRATERA SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOUR USER DATA OR OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH THE SERVICE. YOU FURTHER ACKNOWLEDGE THAT INTRATERA HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY USER DATA OR OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED BY OR THROUGH THE SERVICE.

Intratera shall not be liable for any data loss, corruption, or breach arising from: (a) your failure to maintain adequate security measures, including but not limited to strong passwords and access controls; (b) force majeure events; (c) actions of third-party service providers, hosting providers, or infrastructure vendors; (d) cyberattacks, hacking, ransomware, malware, or other malicious activities by third parties; (e) governmental actions, court orders, or legal process; (f) your own negligence or willful misconduct; or (g) circumstances beyond Intratera's reasonable control.

You are solely responsible for maintaining your own independent backups of your User Data. Intratera strongly recommends that you regularly export and back up your data. Intratera shall not be liable for any failure to provide data recovery services or for any loss of data, regardless of the cause.

6. Acceptable Use Policy

You agree not to use the Service to:

• Violate any applicable local, state, national, or international law or regulation;
• Infringe upon or misappropriate any third party's intellectual property rights, privacy rights, publicity rights, or other proprietary rights;
• Upload, transmit, or store any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
• Upload, transmit, or store any material that contains viruses, trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
• Attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service through hacking, password mining, brute force, or any other means;
• Interfere with or disrupt the integrity or performance of the Service or the data contained therein;
• Use the Service to send unsolicited commercial communications ("spam") in violation of applicable anti-spam laws;
• Use the Service for any purpose that is fraudulent, deceptive, or misleading;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
• Sublicense, resell, rent, lease, transfer, assign, or otherwise dispose of the Service or any rights thereto;
• Use the Service to store or transmit protected health information (PHI) unless a separate Business Associate Agreement has been executed;
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service.

Intratera reserves the right to investigate and take appropriate legal action against anyone who, in Intratera's sole discretion, violates this provision, including without limitation removing offending content, suspending or terminating the account of such violators, and reporting them to law enforcement authorities.

7. Subscription, Fees, and Payment

Access to the Service requires payment of subscription fees as described on Intratera's pricing page or as otherwise agreed upon in a separate order form or agreement. All fees are quoted and payable in United States Dollars (USD) unless otherwise specified.

Subscription fees are billed in advance on a recurring basis (monthly or annually, as selected by you). You authorize Intratera and its third-party payment processors to charge your designated payment method for all applicable fees. All fees are non-refundable except as expressly set forth herein or as required by applicable law.

Intratera reserves the right to change its pricing at any time. If Intratera changes its pricing, it will provide you with at least thirty (30) days' advance notice of such changes. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the modified amount.

If any payment is not received by Intratera by the due date, Intratera reserves the right to (a) charge interest on any outstanding balance at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower), (b) suspend or restrict your access to the Service until full payment is received, and/or (c) terminate your account and delete your User Data in accordance with Section 12 of these Terms.

8. Intellectual Property Rights

The Service, including all software, code, algorithms, databases, designs, text, graphics, logos, icons, images, audio clips, video clips, data compilations, trade dress, and the overall "look and feel" of the Service, are the exclusive property of Intratera and its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

Intratera grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes in accordance with these Terms. This license does not include any right to: (a) modify, adapt, or create derivative works of the Service; (b) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code of the Service; (c) frame or mirror any portion of the Service; or (d) use the Service for any purpose not expressly permitted by these Terms.

All rights not expressly granted to you herein are reserved by Intratera. No license or right is granted to you by implication, estoppel, or otherwise.

9. Third-Party Services and Integrations

The Service may contain integrations with, links to, or interoperability with third-party services, applications, websites, or resources ("Third-Party Services"). You acknowledge and agree that Intratera is not responsible or liable for the availability, accuracy, content, products, or services of such Third-Party Services.

Your use of any Third-Party Services is at your own risk and subject to the terms and conditions and privacy policies of such Third-Party Services. Intratera shall have no liability arising from or related to your use of any Third-Party Services, including but not limited to any data loss, data breach, or unauthorized access resulting from such Third-Party Services.

10. Service Level and Uptime

Intratera shall use commercially reasonable efforts to make the Service available. However, you acknowledge that the Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and that Intratera is not responsible for any delays, delivery failures, or other damages resulting from such problems.

THE SERVICE IS PROVIDED ON AN "AS AVAILABLE" BASIS. INTRATERA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. INTRATERA DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF UPTIME OR AVAILABILITY UNLESS EXPRESSLY SET FORTH IN A SEPARATE SERVICE LEVEL AGREEMENT.

Scheduled and unscheduled maintenance, upgrades, updates, patches, bug fixes, and other modifications to the Service may result in temporary interruptions. Intratera shall not be liable for any such interruptions, and no credit, refund, or compensation of any kind shall be due to you as a result thereof unless expressly provided in a separate written agreement.

11. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, INTRATERA MAKES NO WARRANTY OR REPRESENTATION THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, OR COMPLETE; (D) THE QUALITY OF ANY INFORMATION, DATA, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (F) THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE.

INTRATERA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY THIRD-PARTY WEBSITE OR SERVICE, AND INTRATERA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTRATERA, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, OR SUCCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR: LOSS OF PROFITS, REVENUE, OR BUSINESS; LOSS OF GOODWILL OR REPUTATION; LOSS OF DATA OR DATA CORRUPTION; LOSS OF USE; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; BUSINESS INTERRUPTION; SYSTEM FAILURE OR MALFUNCTION; OR ANY OTHER INTANGIBLE LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF INTRATERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF INTRATERA AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO INTRATERA DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).

THE LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF INTRATERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATIONS IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, INTRATERA'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

13. Indemnification

You agree to indemnify, defend, and hold harmless Intratera, its affiliates, and their respective directors, officers, employees, agents, suppliers, licensors, contractors, and successors (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, liabilities, damages, losses, costs, and expenses (including but not limited to reasonable attorneys' fees, court costs, and expert witness fees) arising out of or related to:

• Your use or misuse of the Service;
• Your User Data or any content you submit, post, transmit, or make available through the Service;
• Your violation of these Terms;
• Your violation of any applicable law, rule, or regulation;
• Your violation of any rights of any third party, including but not limited to intellectual property rights, privacy rights, and contractual rights;
• Any claim that your User Data caused damage to a third party;
• Any unauthorized access to or use of the Service using your account credentials;
• Any negligent or wrongful act or omission by you or your authorized users.

This indemnification obligation shall survive the termination or expiration of these Terms and your use of the Service. Intratera reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with Intratera's defense of such claims.

14. Termination

Either party may terminate this Agreement at any time for any reason or no reason upon written notice to the other party. Intratera may also terminate or suspend your access to the Service immediately, without prior notice or liability, if you breach any provision of these Terms.

Upon termination: (a) all rights and licenses granted to you under these Terms will immediately cease; (b) you must immediately cease all use of the Service; (c) you remain liable for all fees and charges incurred prior to the date of termination; and (d) Intratera may, in its sole discretion, delete your account and all User Data associated therewith.

Intratera shall have no obligation to maintain, store, or provide a copy of any User Data after termination. You are solely responsible for exporting and backing up your User Data prior to termination. Intratera shall not be liable for any loss of User Data resulting from termination of your account.

The following sections shall survive termination of this Agreement: Sections 4, 5, 8, 11, 12, 13, 15, 16, 17, 18, 19, and 20.

15. Dispute Resolution and Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

Any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The seat and place of arbitration shall be Tampa, Florida. The language of the arbitration shall be English.

The arbitrator shall have the authority to grant any relief that would be available in a court of law. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and expenses of arbitration, including attorneys' fees, unless the arbitrator determines otherwise.

YOU AND INTRATERA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of laws provisions. To the extent that any lawsuit or court proceeding is permitted hereunder, you and Intratera agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Hillsborough County, Florida, for the purpose of litigating all such disputes. You waive any objection to jurisdiction and venue in such courts.

17. Force Majeure

Intratera shall not be liable for any failure or delay in the performance of its obligations under these Terms due to any cause beyond its reasonable control, including but not limited to: acts of God; natural disasters (earthquakes, floods, hurricanes, tornadoes); epidemics, pandemics, or public health emergencies; war, terrorism, civil unrest, or armed conflict; government actions, sanctions, embargoes, or regulatory changes; power outages or utility failures; internet or telecommunications failures; cyberattacks, including distributed denial-of-service (DDoS) attacks, ransomware, or other malicious activities; failures of third-party service providers, cloud infrastructure providers, or hosting providers; labor disputes, strikes, or work stoppages; supply chain disruptions; or any other event beyond Intratera's reasonable control (each, a "Force Majeure Event"). In the event of a Force Majeure Event, Intratera's obligations shall be suspended for the duration of such event, and Intratera shall not be liable for any resulting loss, damage, or inconvenience.

18. Modifications to Terms

Intratera reserves the right, at its sole discretion, to modify, amend, or replace these Terms at any time. If a revision is material, Intratera will provide at least thirty (30) days' notice prior to any new terms taking effect, by posting the updated Terms on the Service and updating the "Last updated" date at the top of these Terms.

Your continued use of the Service after the effective date of any modifications to these Terms constitutes your acceptance of and agreement to be bound by the modified Terms. If you do not agree to the modified Terms, you must stop using the Service immediately.

19. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy and any other agreements or policies referenced herein, constitute the entire agreement between you and Intratera relating to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, between you and Intratera.

Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

Waiver. The failure of Intratera to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Intratera.

Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Intratera's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Intratera may freely assign or transfer these Terms without restriction.

Notices. All notices to Intratera shall be sent to support@intratera.com. Notices to you may be sent to the email address associated with your account. Notice shall be deemed given upon receipt.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

20. Contact Information

If you have any questions about these Terms and Conditions, please contact us at:

Intratera LLC
Email: support@intratera.com