Last Updated: November 15, 2023
Last Updated: November 15, 2023
These Intrinsic Platform Terms of Service ("Platform Terms") govern your access to and use of our Services and constitute a binding agreement between you and Intrinsic Innovation LLC.
When we speak of "Intrinsic", "we", "us" and "our," we mean Intrinsic Innovation LLC and its subsidiaries. Please read the Platform Terms carefully before using the Services.
Capitalized terms are defined in these Platform Terms, including in the Definitions section at the end of these Platform Terms.
For information about how we collect, use, share and otherwise process personal information about you, please see our Privacy Policy.
By accepting these Platform Terms during your account registration, your purchase process, or by using the Services (including access, enablement or utilization based on a "free," "evaluation," or "trial" basis), you accept and agree to these Platform Terms and to be a party to this binding contract. If you do not agree to these Platform Terms, you may not access or use our Services.
You agree to the Terms (as defined below) on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if you are not acting on behalf of a company or other legal entity, on behalf of yourself as an individual. If you are using the Services on behalf of a legal entity, then "you" refers both to you (the individual) and to that entity. You represent and warrant that you have the right, authority, and capacity (for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any).
2.1 Additional Terms. Certain Services may be subject to additional terms ("Additional Terms"). Your right to access and utilize such Services is contingent upon agreement and compliance with such Additional Terms.
2.2 Commercial Terms. You and Intrinsic may, from time to time, execute commercial agreements such as an Order Form related to certain Services (“Commercial Terms). Commercial Terms constitute a separate agreement between you and Intrinsic. Any conflict between the Terms and any Commercial Terms shall be treated in accordance with Section 2.4. The Additional Terms together with these Platform Terms and any Commercial terms are collectively, the "Terms."
2.3. Global Addendum. If you reside outside of the United States, please see Section 17 (Regional Terms), which includes supplemental terms that may be applicable depending on where you live.
2.4 Conflicts. The following order of precedence will apply and control to the extent of any conflicts: (a) any Commercial Terms, (b) any Additional Terms and (c) the Platform Terms.
3.1 Right to Use. Subject to your compliance with the Terms (including any limitations and restrictions set forth in applicable Additional Terms or Commercial Terms), Intrinsic grants you a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Services included in your Membership Level in accordance with Intrinsic’s applicable official user documentation for such Services (the "Documentation"). If you are a legal entity or using the Services on behalf of a legal entity, you may only use the Services (i) for your internal business purposes, and (ii) to create Developer Applications for distribution to computing hardware running Robotic Operating Services (each defined below). If you are not using the Services on behalf of a legal entity, you may only use the Services for your private, personal, non-commercial purposes.
3.2 Developer Applications. If you are a legal entity, subject to the Terms, you may use Platform Resources to create applications that are capable of controlling computing hardware running Robotic Operating Services. Any such applications that are based upon or incorporate the Platform Resources, along with derivative works and modifications thereto, are known as "Developer Applications". You may provide access to your Developer Applications to End Users for deployment on computing hardware running Robotic Operating Services.
3.3 Authorized Users. If you are a legal entity, you may authorize your employees, agents, and End Users to access the Services under the Terms on your behalf (such individuals, "Authorized Users"). Each Authorized User must create their own account with Intrinsic, which the admin account for your entity must approve. You are responsible for all acts or omissions of your Authorized Users.
3.4. Platform Resources. Intrinsic may provide you access to Platform Resources. Platform Resources are part of the Services and are confidential and proprietary to Intrinsic.
3.5. No Support. Except as set forth in Section 10.2 (Warranty), the Services are being provided without any implied or express obligations by Intrinsic for instruction, maintenance, and/or support.
4.1 You may make and use a reasonable number of copies of any Documentation; provided, that such copies will only be used for the purpose described in Section 3 (Access to the Services) and are not republished or redistributed (either in hard copy or electronic form) to anyone other than Authorized Users.
5.1 Use of Services for Your Purposes. Due to the large variety of potential applications for the Services, Intrinsic makes no representations or warranties that the Services, including the Platform Resources, have been designed or tested for any specific use. It is your responsibility to determine whether the use of a Service is appropriate for a particular circumstance. Intrinsic will not be responsible or liable in any manner whatsoever for the results obtained through use of the Services or a Developer Application. You are responsible for use of the Services and any results produced by the Services or a Developer Application. Your responsibilities include determining appropriate uses for the Services subject to Section 5.2, verifying the accuracy and reliability of any Services, and selecting the Services and other software and materials to help achieve your intended results. It is entirely your decision whether to use any suggestions generated by the Services. You acknowledge that the Services and Developer Application may not achieve the results you desire within your design, analysis, testing and other constraints.
5.2 Use Restrictions. Except as otherwise specified in Additional Terms, Commercial Terms, or a separate written agreement with Intrinsic, Section 3 (Access to Services) states the entirety of your rights with respect to the Services. Intrinsic reserves all rights not expressly granted in the Terms, and you may only use the Services as expressly authorized in the Terms. You shall only use the Services in compliance with the Terms and all applicable Export Control Laws and other local, state, national and foreign laws, treaties and regulations (including those related to data privacy, international communications, and the transmission of technical or personal data laws). Without limiting the foregoing, you will not, and you will not authorize or permit any third party to, do any of the following unless expressly authorized in writing by Intrinsic:
5.2.a use the Services for any purpose other than (i) your internal business purposes and to create Developer Applications for distribution to computing hardware running Robotic Operating Services (each as defined below)(if you are a legal entity or using the Services on behalf of a legal entity) or (ii) your personal, non-commercial purposes (if you are not using the Services on behalf of a legal entity) or as set forth herein;
5.2.b distribute, utilize or otherwise make available any Developer Application outside of the Services except as authorized in Section 3.1 or any Additional Terms;
5.2.c access or use the Services in violation of the Acceptable Use Policy.
5.4 Unauthorized Use. You will promptly notify Intrinsic of any unauthorized use of the Services that comes to your attention. In the event of any such unauthorized use, you will use best efforts to terminate such unauthorized use and to retrieve any copies of any portion of the Services in the possession or control of the person or entity engaging in such unauthorized use.
6.1 Your Content. Except for the licenses you grant below, you shall retain all right, title and interest in and to your Content, including all Intellectual Property Rights therein. You, not Intrinsic, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property ownership or right to use of your Content. Intrinsic is not responsible for any unauthorized access to Content or the unauthorized use of the Services unless such access or use is due to Intrinsic’s negligent failure to implement reasonable security measures. Subject to the foregoing, you are responsible for the use of the Services by any person that obtains access through your or any of your Authorized User’s account, even if you did not authorize such use. You agree and acknowledge that your Content may be irretrievably deleted if your account is terminated.
6.2 Your Developer Applications. As between you and Intrinsic, you are the owner of your Developer Applications and any such derivative works and modifications, subject to Intrinsic’s ownership of Platform Resources that you incorporate into your Developer Applications, including derivative works made by or for Intrinsic of such Platform Resources.
6.3 Your Continued Use of Content. You may only use Content included in a Developer Application outside of the Services (such as in connection with third-party software or hardware) if (a) all elements of the Platform Resources have first been removed and (b) you do not disclose, make available, incorporate or embody any part of the Services (including the Platform Resources) or other Intrinsic Intellectual Property. You may not share any Developer Application with any party other than your Authorized Users or as permitted through the Services.
6.4 License to Content. You grant Intrinsic a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, and create derivative works of your Content for the purposes of (a) providing the Services to you and (b) generating Metadata for use as permitted by the Terms.
6.5 Data. You grant Intrinsic a perpetual (or as long a period permitted by applicable law), irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license (a) to use, reproduce, and create derivative works of Data to provide, develop and improve its products and services; and (b) to distribute, sell, license, publicly perform and publicly display Data(or any derivatives thereof) in a deidentified or aggregated form that does not reasonably enable any third party to identify you or any individual based on such data or to determine that you or any specific individual was the source of any such data.
7.1 Ownership. The Services and Documentation are valuable property of Intrinsic protected by copyright and other Intellectual Property laws and treaties. As between the parties, Intrinsic retains all right, title, and interest in and to the Services and Documentation, and all software, products, works, and other Intellectual Property and moral rights related thereto or created, used, or provided by Intrinsic in connection with the Terms.
7.2 Feedback. Any questions, comments, suggestions, ideas, works, or other information about Intrinsic or our products or services provided to Intrinsic in connection with the Services (collectively, "Feedback"), is non-confidential. You hereby grant to Intrinsic a license to make, use, offer to sell, reproduce, modify, distribute, sublicense, make available, publicly display and perform, disclose and otherwise exploit the Feedback without restriction or obligation. You waive all moral rights and rights of attribution with respect to Feedback. Customer Works, defined below, is not regarded as Feedback.
8.1 Subscriptions. Access to certain Services may be made available on either a monthly or a yearly basis ("Subscription Period") for the recurring fee indicated for the Membership Level you enroll in or as stated in your Order Form ("Subscription Fee"). Such subscriptions ("Recurring Subscriptions") are continuous until you cancel them, and you will owe Intrinsic the Subscription Fee both (i) when you initially enroll in a Recurring Subscription and (ii) at the beginning of each subsequent Subscription Period until you cancel. You must cancel your Recurring Subscription at least 30 days before the end of the current Subscription Period to avoid being charged the Subscription Fee for the next Subscription Period.
8.2. Overage Fees. If your account exceeds any usage limitations for your Membership Level or that is set forth on an Order Form, then (i) Intrinsic shall charge you for such additional usage at Intrinsic’s then-current standard overage rates for such usage or the overage rates set forth on your Order Form, in each case on a pro-rata basis from the first date of such excess usage through the end of your current Subscription Period ("Overage Fees"), and (ii) if your Subscription Period or Order Form renews, such renewal shall include the Overage Fees for such excess users and usage.
8.3. Payment. You must maintain accurate and up-to-date payment information in your account (collectively, "Payment Information"). Unless otherwise specified in Commercial Terms, you authorize Intrinsic to use the Payment Information you have provided to automatically charge you for any Subscription Fees, Overage Fees, and fees for any other transactions that you initiate on the Services (collectively, "Fees"). When you provide Payment Information, you represent and warrant that you have the legal right to use the Payment Information to pay for the Fees. You authorize us to charge Fees, including applicable Taxes, to the payment methods identified in your Payment Information. You are responsible for any additional charges that your bank or other financial service provider may levy on you. You are responsible for all Taxes associated with the Services . All Fees paid are non-refundable, non-transferable and are not subject to set-off except as required by applicable laws.
8.4. Taxes. Taxes are not included in the Fees and will be separately itemized on your invoices if required. You will pay correctly-invoiced Taxes unless you provide a valid tax exemption certificate. You agree to pay all Fee amounts without reduction for Taxes.
9.1 Modification or Termination of Services. Except as otherwise indicated in Additional Terms, we reserve the right to modify or terminate all or part of our Services at any time and for any reason. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications to the Services will be governed by the Terms. We are not responsible for any loss or harm related to your inability to access or use our Services as a result of any such modification, suspension or termination.
9.2 Modification or Termination of the Terms. We may make changes to, or terminate these Terms at any time and for any reason. The "Last Updated" date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services.
9.3 Termination of Your Account. Except as otherwise permitted by Section 9.5, Intrinsic may terminate your account and access to the Services if Intrinsic, in its sole discretion, finds that you have failed to cure any breach of or default under the Terms (including failure to pay any amounts when due) within fifteen (15) days after Intrinsic gives written notice of the breach or default.
9.4 Suspension of Your Account. Intrinsic may immediately suspend your use of the Services if (a) Intrinsic reasonably believes Your use of the Services could adversely impact the Services, other customers' use of the Services, or the Intrinsic network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Intrinsic reasonably believes that immediate suspension is required to comply with any applicable law; or (d) You are in breach of Section 5.2 (Use Restrictions), the Acceptable Use Policy, or the Additional Terms. Intrinsic will lift any such suspension when the circumstances giving rise to the suspension have been resolved. At Your request, Intrinsic will, unless prohibited by applicable law, notify you of the basis for the suspension as soon as is reasonably possible.
9.5 Termination by You. You may terminate the Terms at any time and for any reason by closing your account. You may close your account by submitting a written notice to Intrinsic in accordance with Section 15.1 or through such other method made available on the Platform Website.
9.6 Effect of Termination. Intrinsic will have no liability or obligation of any kind to you arising out of or in connection with any termination or suspension under this Section 9 (Modification and Termination). Without limiting the foregoing, you will not be entitled to a refund of Fees. Upon termination of your account: (a) all of your rights under the Terms will immediately cease and terminate, and (b) you will immediately return to Intrinsic or destroy, at Intrinsic’s option, any and all copies of any Platform Resources or Documentation in your possession or control and, upon Intrinsic’s request, deliver a signed certification confirming such return or destruction to Intrinsic. Additionally, if the admin account for an organization is suspended or terminated, all Authorized Users associated with that account may likewise be suspended or terminated.
9.7 Survival. Sections 6.4 (Data), 7 (Proprietary Rights), 8 (Fees and Payment), 9.7 (Survival), 10.3 (Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), and 15 (Miscellaneous) of the Platform Terms, together with all other provisions of the Terms which by their nature or context are intended by the parties to survive the termination, will survive any expiration or termination of the Terms.
10.1 Your Representations and Warranties. You hereby represent and warrant to Intrinsic that:
10.1.a you have the full right and power to enter into, and to perform according to the terms of the Terms; and
10.1.b you have the right and appropriate licenses as applicable to upload Content and Data in connection with your use of the Services; and
10.1.c the Terms constitute your legal, valid, and binding obligations and are enforceable in accordance with its terms.
10.2 Warranty. Intrinsic warrants to you that the Services will function in material conformance with the Documentation. In the event of any defects, your sole remedy and Intrinsic’s sole liability shall be for Intrinsic to use commercially reasonable efforts to correct the defect or provide reasonable workarounds.
10.3 Disclaimer. EXCEPT AS OTHERWISE SPECIFIED IN THE TERMS, YOU ACCEPT THAT YOUR USE OF THE SERVICES UNDER THE TERMS IS "AS IS" AND "WITH ALL FAULTS, DEFECTS AND ERRORS." EXCEPT FOR EXPRESS WARRANTIES INCLUDED IN THE TERMS, INTRINSIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING PLATFORM RESOURCES, DOCUMENTATION, PLATFORM WEBSITE AND ANYTHING ELSE FURNISHED UNDER THE TERMS. THE WARRANTIES DISCLAIMED INCLUDE BUT ARE NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF INTRINSIC (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D) CLAIM OF INFRINGEMENT. INTRINSIC DOES NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE FREE FROM ERRORS, DEFECTS OR DEFICIENCIES. FURTHER, INTRINSIC DOES NOT WARRANT THAT YOU WILL BE ABLE TO SUCCESSFULLY COMMERCIALIZE ANY DEVELOPER APPLICATIONS OR ACHIEVE ECONOMIC BENEFIT BY USING THE SERVICES.
In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the Intellectual Property Rights of others. If you believe that any Content on our Services infringe any copyright that you own or control, you may contact Intrinsic’s designated agent.
Designated Agent: Copyright Manager
Address: 100 Mayfield Avenue
Mountain View, California, 94043
Telephone Number: +1 650-214-7022
Email Address: dmca-agent@intrinsic.ai
If the Content infringes rights protected by U.S. copyright laws, please see 17 U.S.C. § 512(c)(3) for the requirements of a proper DMCA notification. Also, please note that if you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to Intrinsic for certain costs and damages.
Intrinsic may provide information about third-party products, services, activities or events, or Intrinsic may allow third parties to make their content and information available on or through the Services (collectively, "Third-Party Content"). Any dealings or correspondence with third parties or interaction with any Third-Party Content are solely between you and the third party. Intrinsic does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content and your access to and use of such Third-Party Content is at your own risk.
13.1 Indemnification by You. You shall indemnify, hold harmless, and, at Intrinsic’s option, defend Intrinsic and its respective officers, directors, employees, agents, representatives, successors and assigns ("Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, allegations, demands, actions, suits, proceedings, litigation, settlements, costs and expenses (including reasonable attorneys’ fees) ("Costs") in connection with any third-party claim arising from or relating to: (a) any allegation or claim that any Content or your use of the Services (including combination with third-party materials not provided by Intrinsic via the Services) directly or indirectly violates, infringes or misappropriates any applicable law, Intellectual Property Rights, or any other right of any third party; or (b) any allegation your conduct relating to use of the Services by you, on your behalf, would constitute negligence or a breach of the Terms. Additionally, you will indemnify, hold harmless, and, at Intrinsic’s option, defend Intrinsic and its Indemnitees from and against any and all Costs in connection with third-party claims for personal injury or property damage arising from or relating to your use or operation of the Services. You will promptly notify Intrinsic of any third-party claims you become aware of, cooperate with Intrinsic and its Indemnitees in defending such claims, and pay all Costs associated with defending such claims. Unless Intrinsic elects for you to defend a claim, Intrinsic and its Indemnitees will have control of the defense or settlement, at Intrinsic's sole option, of any claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Intrinsic or its Indemnitees.
13.2 Intellectual Property Rights Remedies. If a third-party alleges the Services infringe or misappropriate any third party rights or if Intrinsic reasonably believes that such a claim is likely to be made, Intrinsic shall have the right to: (a) modify or replace the applicable portion of the Services to become non-infringing but functionally equivalent; (b) obtain for you the right to use the applicable portion of the Services upon commercially reasonable terms; (c) remove the infringing or violative aspect of the Services if it can be removed without material degradation of the Services; or (d) terminate your access to the Services and refund Fees for any unused portion of your current Subscription Period.
14.1 Limitation of Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THE TERMS FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION).
14.2 Limitations on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, FOR DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY YOU TO INTRINSIC HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
14.3 Exceptions to Limitations. THE LIMITATIONS SET FORTH IN THIS SECTION 14 WILL NOT LIMIT OR EXCLUDE LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, A PARTY’S BREACH OF THE SECTIONS ENTITLED "USE RESTRICTIONS" (SECTION 5.2), "UNAUTHORIZED USE" (SECTION 5.3) OR A PARTY’S GROSS NEGLIGENCE, FRAUD OR MISCONDUCT.
15.1 Notices. All notices to Intrinsic in connection with the Terms must be in English and in writing (may be via email). Notices of breach or termination must be addressed to Intrinsic’s legal department at legal-notices@intrinsic.ai. All other notices must be addressed to your primary contact at Intrinsic or the contact information listed on our website. All other notices to you in connection with the Terms must be sent via email to the email address listed in the applicable Order Form or such other email address associated with your account. Notice will be treated as given on receipt, as confirmed by written or electronic records.
15.2 Publicity. You agree to allow Intrinsic to use and display your name and logo on Intrinsic’s website and in Intrinsic’s promotional materials to identify you as an Intrinsic customer.
15.3 Assignment. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a merger, consolidation or other corporate reorganization or by way of a sale of substantially all of such party’s business relating to the Terms. Any permitted assignment by you will become effective upon thirty (30) days’ prior written notice to Intrinsic. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns. Any attempted assignment in violation of this Section 15.3 will be void.
15.4 Non-waiver. The failure of Intrinsic to exercise or enforce any right or provision of the Terms will not operate as a waiver of such right or provision.
15.5 Governing Law and Venue. Any dispute arising from the Terms or your use of the Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties will be resolved in the state or federal courts of California and the United States, respectively, sitting in Santa Clara County, CA. You and Intrinsic waive any objection to venue in any such courts.
15.6 Severability. If any provision or part of a provision of the Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.
15.7 Remedies. In the event of any breach of or default under the Terms either party may suffer irreparable harm and have no adequate remedy at law. In the event of any such breach or default, or any threat of such breach or default, the non-defaulting party will be entitled to seek injunctive relief, specific performance and other equitable relief. Further, in any legal action or other proceeding in connection with the Terms (e.g., to recover damages or other relief), the prevailing party will be entitled to recover, in addition to any other relief to which it may be entitled, its reasonable attorneys’ fees and other costs incurred in that action or proceeding. The rights and remedies of the parties under this Section 15.7 (Remedies) are in addition to, and not in lieu of, any other right or remedy afforded to them under any other provision of the Terms, by law or otherwise.
15.8 Interpretation. The section titles in the Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation."
15.9 Third Party Beneficiaries. The Terms do not confer any benefits on any third party unless they expressly state that they do.
15.10 Subcontracting. Intrinsic may utilize subcontractors in the performance of its obligations hereunder.
15.11 Entire Agreement. The Terms, together with any Additional Terms and Commercial Terms, represents the entire agreement between you and Intrinsic with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Intrinsic with respect thereto.
"Acceptable Use Policy" means the then-current acceptable use policy for the Services stated at: www.intrinsic.ai/acceptable-use/
"Content" means Customer Materials and Customer Works.
"Customer Materials" means any files or other materials, such as 3D model files, that you or your End Users upload or otherwise transmit to the Services.
"Customer Works" means the contents of any Developer Application, excluding (a) Customer Materials, and (b) any Platform Resource incorporated therein in its original form. For clarity, Customer Works includes your modifications to or selection and arrangement of Platform Resources.
"Data" means any data generated by the Service in connection with your and your End User’s use such as metadata attributes associated with the Customer Materials and Customer Works, (such as file type, structure, dimensions, textures, etc.) and technical information from Robotic Operating Services (such as sensor types, calibration data, timestamps, and execution traces of behavior trees), and parameters and settings used in simulations as part of the Services.
"End User" means any individual or entity who is permitted by you to (a) use your Developer Applications on robotic equipment running Intrinsic Robotic Operating Services or (b) (b) access or use the Services as part of a contract with or other instruction from you.
"Export Control Laws" means all applicable export control and sanctions laws and regulations including (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations maintained by the U.S. Department of State.
"Membership Level" means different levels of features and usage rights that Intrinsic offers in the Services. For a description of the features, usage rights and costs associated with each level check the Platform Website.
"Order Form" means (a) any ordering document signed by both parties that references the Terms and specifies the Services to be provided hereunder or (b) if you purchase access to the Services through the Platform Website, then the applicable webpage where you make such purchase, that describes the fees and other details related to that access.
"Platform Resources" means any portion of the Services that consists of development environments, previously authored code, sample workflows, SDKs, templates or other tools or software resources made available via the Services or furnished to you by Intrinsic for use with the Services, together with any modifications, updates or upgrades thereto.
"Platform Website" means the website currently accessible through flowstate.intrinsic.ai or a successor or replacement site designated by Intrinsic.
"Intellectual Property" means anything protectable by an Intellectual Property Right.
"Intellectual Property Right" means any patent, copyright, trademark, trade name, trade dress, trade secret, moral right, right of attribution or integrity or other Intellectual Property or proprietary right.
"Robotic Operating Services" means the Intrinsic control software system image for computing hardware subject to the Intrinsic Robotic Operating Terms of Service.
"Services" means the Documentation, the Platform Resources, the Platform Website, and all other associated services and material (including all text, designs, graphics and other files available thereon, and our selection and arrangement thereof) made available by Intrinsic, including any updates. Any additional services and materials identified in Commercial terms will also be regarded as part of the Services. The "Services" includes any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights, that are created, trained, tested, or otherwise improved using Customer Materials or Data.
"Tax(es)" means all government-imposed tax obligations (including taxes, duties, and withholdings), except those based on net income, net worth, asset value, property value, or employment.
You agree to the following modifications to the Platform Terms if your billing address is in the applicable region as described below.
Europe - European Economic Area, Switzerland, or the United Kingdom
New Section 9.8 is added as follows:
9.8 Notification of Suspension. Notwithstanding anything in Section 9.5 (Other Suspension of Services), we will only suspend your access to and use of any or all Services or terminate these Terms for good cause. There is good cause if, taking into account all the circumstances of the specific case and weighing the interests of both parties, we cannot reasonably be expected to continue the contractual relationship, such as if you materially or repeatedly breach these Terms. We may also suspend your access to our Services for a period of up to ninety (90) days while we investigate suspected misconduct if the misconduct would qualify as good cause and there’s sufficient suspicion of misconduct.
9.9 Right of Withdrawal. This section applies if you only use the Services for your own personal (non-commercial) use.
Notwithstanding anything in Section 8.3 (Payment) and Section 9.6 (Effect of Termination), if you purchased a Service, you have the right to withdraw from the transaction within fourteen (14) days from the date of the purchase as long as your purchase was not of downloadable content or of a customized nature and the service has not been fully performed. To exercise this right of withdrawal, you must send a clear, written request of your decision to withdraw from this contract to: legal-notices@intrinsic.ai. You must send this communication prior to the end of the withdrawal period.
If you withdraw from a transaction, we will reimburse you for all payments we have received from you within fourteen days of receiving notification of your withdrawal, except that the refund amount may be prorated based on the proportion of the Services already provided by the time you notify us of your decision to withdraw. For this refund, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you.
Sample withdrawal form
(If you want to withdraw from the contract, please fill out this form and send it back).
(*) Delete as applicable.
Additionally, if you cancel a Recurring Subscriptions because you refuse to consent to a change to the Terms that would unreasonably disadvantage you, including changes to the essential characteristics or price of the Service, you will be entitled to receive a refund for the unused portion of your terminated subscription.
Sections 14.1, 14.2, and 14.3 are deleted and replaced as follows:
Section 15.5 is deleted and replaced as follows:
15.5 Governing Law and Venue (EUROPE). Any dispute arising from the Terms or your use of the Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties will be resolved in the state or federal courts of California and the United States, respectively, sitting in Santa Clara County, CA. You and Intrinsic waive any objection to venue in any such courts.
If you are using our Services for personal, family or household purposes and not for any business or other commercial purpose, any dispute arising from the Terms or your use of the Services will be governed by and construed and enforced in accordance with the laws of your country of residence and you can file legal disputes in your local courts.
The European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr/. We prefer to solve your requests directly with you and therefore, unless otherwise agreed to by Intrinsic in writing, we do not participate in alternative consumer dispute resolution proceedings. If you would like to bring a matter to our attention, please contact us.