Effective Date: 01/01/2025
TERMS AND CONDITIONS OF USE (“Usage Agreement”)
This Terms and Conditions of Use agreement (“Usage Agreement”) forms a binding contract between you (or the company you are acting on behalf of, either, “You” or “Your”) and IntellaFUEL LLC (“IntellaFUEL”) governing Your access to and use of IntellaFUEL’s website and any related services, products, software, data, and technologies (collectively, the “Services”).
PLEASE READ THIS USAGE AGREEMENT CAREFULLY.
By accessing, browsing, registering for, purchasing, or otherwise using any part of the website or Services, You acknowledge that You have read, understood, and agree to be bound by this Usage Agreement, including any documents linked or incorporated by reference. If You do not agree to these terms, do not use the website or the Services.
1. Services
1.1 Provision of Services
IntellaFUEL will use commercially reasonable efforts during the Service Term (as defined below) to provide Customer (i.e., You or Your company) with the specific Services identified on Your order form, invoice, statement of work, subscription page, or similar documentation (each, an “Order Form”). As part of the Services, IntellaFUEL grants Customer the right to access and use the Services on Customer’s website or through other appropriate methods and mediums during the Service Term.
1.2 Access and Registration
The Services may be provided through methods that include, but are not limited to, IntellaFUEL’s website and dashboard, integrations utilizing API keys, webhooks, ADF feeds, or other integrations. To access and use the Services, Customer may be required to register and identify a username and password (or other credentials). Customer is responsible for:
- Obtaining and maintaining any equipment or services necessary to use the Services.
- Maintaining the security of such equipment, services, and Customer’s credentials.
- All use of Customer’s credentials and account, whether authorized or not.
1.3 Authorized Uses
Customer may use the Services only for its internal business purposes and may disclose the Services to third parties only to the extent necessary for those parties to provide services to Customer. Such internal business purposes may include, but are not limited to, email marketing, direct mail, SMS marketing, and social media marketing, provided such activities comply with all applicable local, state, and federal laws, rules, and regulations.
2. Proprietary Rights
2.1 Ownership and Restrictions
Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related thereto. Customer shall also not create derivative works based on, or remove any proprietary notices or labels from, any part of the Services.
IntellaFUEL shall own and retain all rights, title, and interest in and to the Services and all improvements, enhancements, modifications, or derivative works thereof, including all intellectual property rights related to any of the foregoing.
2.2 Data Collection
IntellaFUEL may collect and analyze data relating to Customer’s use of the Services and will be free to use such data (in de-identified form) for internal business purposes, which may include analysis for improvements or modifications to the Services. IntellaFUEL shall not disclose to third parties any data specifically attributable to Customer in a way that identifies Customer without obtaining Customer’s prior written consent.
2.3 Security Breach Notification
Each party shall promptly notify the other party upon becoming aware of a breach or suspected breach that may compromise the security, confidentiality, or integrity of any third party’s personally identifiable information that relates to the Services. Each party shall cooperate with law enforcement regarding any such breach and take appropriate actions to mitigate the breach at its own expense.
2.4 Export Compliance
Customer shall not export the Services from the United States except in full compliance with applicable law and with prior written approval from IntellaFUEL.
3. Payment of Fees
3.1 Fees and Payment Terms
Customer shall pay IntellaFUEL the fees (“Fees”) as described in the applicable Order Form, invoice, or other documentation, in accordance with the terms set forth therein. Customer authorizes IntellaFUEL to charge the provided credit card or alternative electronic payment method for all Fees. Payment is due upon receipt, unless otherwise specified.
Any unpaid amounts may be subject to:
- A finance charge of 7.5% per month on the outstanding balance (or the maximum rate permitted by law, whichever is lower).
- Collection expenses (including reasonable attorneys’ fees).
- Potential immediate termination of Services.
3.2 Fee Adjustments
IntellaFUEL may change the Fees, institute new fees, or modify applicable charges by providing Customer with at least 180 days’ written notice. If Customer believes IntellaFUEL has billed incorrectly, Customer must contact IntellaFUEL in writing no later than 30 days after the date of the first billing statement that contains the alleged error to be eligible to receive an adjustment or credit.
3.3 Irrevocable Payments; No Chargebacks
Customer agrees that charges for the Services are irrevocable, undisputable, and may not be charged back or contested. Initiating a chargeback or dispute is a material breach of this Usage Agreement. In such an event, IntellaFUEL will be entitled to recover reasonable attorneys’ fees, costs, and fees associated with addressing the chargeback or dispute, in addition to the challenged amount.
4. Term and Termination
4.1 Term
Unless otherwise specified, IntellaFUEL will provide the Services beginning on the Service Start Date, subject to a minimum of six monthly billing cycles (a “180-day Minimum Commitment”), and then continue on a month-to-month basis (the “Service Term”) until written notice of termination is provided by either party.
4.2 Termination
Either party may terminate the Services by providing 30 days’ written notice (“30-day Opt-out”) to the other party. Termination will be effective at the end of the next full calendar month of Service following such notice.
5. Representations and Warranties
5.1 Compliance with Laws
Each party represents and warrants that it has complied and will continue to comply with all applicable laws and regulations related to the Services, including without limitation telemarketing laws (including SAN Registration), CAN-SPAM, the TCPA, and the FTC’s TSR.
5.2 Service Quality
IntellaFUEL represents and warrants that it will use reasonable efforts consistent with industry standards to maintain the Services in a manner that minimizes errors and interruptions. IntellaFUEL also represents and warrants that the Services shall not contain any viruses, malware, or other disabling code intentionally installed or inserted by IntellaFUEL.
5.3 Disclaimer of Other Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND INTELLAFUEL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
6. Confidentiality
Customer shall not use or disclose any of IntellaFUEL’s confidential information to any third party. IntellaFUEL’s confidential information includes any non-public information identified as confidential or proprietary, or which should reasonably be understood to be confidential based on the nature of the information and the circumstances surrounding its disclosure.
Upon termination of the Service Term, Customer shall promptly return or certify the destruction of all of IntellaFUEL’s confidential information. If Customer is required by law to disclose any confidential information, Customer shall give prior written notice to IntellaFUEL and reasonably cooperate to limit the disclosure.
6A. Mutual Non-Disparagement and Mutual Non-Harassment (Digital or Written; Third-Party Deemed Standard)
6A.1 Mutual Non-Disparagement
During the Service Term and thereafter, each party agrees that it will not, and will not direct, encourage, or assist any third party to, make, publish, communicate, or disseminate any statement or content about the other party (or its owners, officers, directors, employees, contractors, agents, affiliates, products, or services) that is disparaging, defamatory, or otherwise harmful to reputation or goodwill, whether made in digital, electronic, written, or oral form, including without limitation via social media, websites, online reviews, forums, messaging applications (SMS/MMS), email, chat platforms, print publications, or communications to customers, vendors, referral partners, banks, payment processors, or regulators.
6A.2 Mutual Non-Harassment
During the Service Term and thereafter, each party agrees that it will not, and will not direct, encourage, or assist any third party to, harass, threaten, intimidate, stalk, abuse, or otherwise engage in conduct reasonably perceived as harassing toward the other party or any of its owners, officers, directors, employees, contractors, agents, or affiliates. “Harassment” includes repeated unwanted communications, doxxing, impersonation, coordinated reporting or complaint campaigns made in bad faith, unwanted contact with family members, or any conduct that a reasonable person would view as intended to alarm, humiliate, coerce, or cause distress, whether occurring in digital/electronic channels or written communications (including mailed correspondence) or any other medium.
6A.3 Third-Party Deemed Standard
For purposes of this Section 6A, a statement or course of conduct will be considered “disparaging” or “harassing” if it is deemed by a reasonable, independent third party to be disparaging or harassing under the circumstances, considering context, frequency, tone, and apparent intent. A “reasonable, independent third party” may include (as applicable) a court, arbitrator, mediator, or a platform moderator applying that platform’s posted policies.
6A.4 Carve-Outs
Nothing in this Section 6A restricts either party from:
(a) making truthful statements required by law, regulation, court order, subpoena, or governmental request;
(b) reporting suspected unlawful conduct to appropriate governmental agencies; or
(c) communicating privately with legal counsel, accountants, insurers, or other professional advisors regarding a dispute, provided such communications are limited to those with a need to know and are not made for the purpose of harassment or disparagement.
6A.5 Removal / Mitigation
If either party becomes aware of content it posted (or caused to be posted) that materially violates this Section 6A, that party will use commercially reasonable efforts to remove it or request removal promptly after receiving written notice reasonably identifying the content.
6A.6 Remedies
The parties acknowledge that a breach of this Section 6A may cause irreparable harm for which monetary damages may be inadequate. The non-breaching party is entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity.
7. Indemnification
Each party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other party and its directors, officers, contractors, employees, agents, and consultants (collectively, the “Indemnified Group”) from and against any and all actions, suits, proceedings, claims, liabilities, damages, losses, judgments, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:
- The Indemnifying Party’s breach of this Usage Agreement, including any representations or warranties made herein; or
- The Indemnifying Party’s violation of any rights of any third party or the Indemnified Group that arises out of or relates to this Usage Agreement.
8. Limitation of Liability
NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, NOR FOR ANY DAMAGES FOR LOST PROFITS, ARISING OUT OF OR RELATED TO THIS USAGE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY OR NOTICE OF POSSIBLE DAMAGES. EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATED TO THIS USAGE AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO INTELLAFUEL IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
9. General
9.1 Notices
All notices under this Usage Agreement must be in writing and are effective upon receipt when delivered personally, by certified mail (return receipt requested), or by email with confirmation of receipt to the addresses specified by each party.
9.2 Governing Law and Venue; Jury Trial Waiver
This Usage Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any action shall be brought exclusively in Travis County, Texas. Each party waives any right to a jury trial.
9.3 Injunctive Relief
Because a breach or threatened breach of this Usage Agreement (including, without limitation, Section 6 (Confidentiality) and Section 6A (Mutual Non-Disparagement and Mutual Non-Harassment)) could cause irreparable harm, the non-breaching party will be entitled to seek immediate injunctive relief and other equitable remedies in addition to any other remedy available at law or in equity.
9.4 Relationship of the Parties
No agency, partnership, or joint venture is created as a result of this Usage Agreement.
9.5 Assignment
Neither party may assign without the written consent of the other, except that either may assign to a successor in merger or acquisition.
9.6 Severability
If any provision is deemed invalid, the remaining provisions shall remain in full force and effect.
9.7 Amendments
Any amendment or waiver must be in writing and signed by both parties.
Privacy Policy (Incorporated by Reference)
IntellaFUEL LLC is committed to safeguarding user data and privacy. By signing up for IntellaFUEL or using the Services, you agree to IntellaFUEL’s Privacy Policy as made available on the website or otherwise provided to you.
Address: Tulsa, OklahomaEmail: legal@intellafuel.com
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