Customer Terms

These Customer Terms govern every Order Form between IntelligentNoise, LLC, a Michigan limited liability company ("IntelligentNoise"), and the customer named on it ("Customer"). An Order Form and these Customer Terms, together with the Data Processing Addendum where it applies under Section 7.3, form one agreement (the "Agreement"). The version of these Customer Terms in effect on an Order Form's Effective Date applies to that Order Form (see Section 19.2).

1. Definitions

Customer Data means data Customer or its Users submit to the Services or authorize IntelligentNoise to access in Customer Systems, including CRM records, mailbox content, contact and prospect lists, sample emails, templates, and the professional networks of Customer's personnel.

Customer Outputs means the materials the Services produce for Customer, such as research, account and contact selections, drafted outreach and reports.

Customer Systems means third-party systems Customer connects to the Services, such as its CRM and its users' mailboxes.

Order Form means an order form, statement of work or similar ordering document signed by both parties that references these Customer Terms.

Research Data means information IntelligentNoise gathers to perform the Services from public sources and licensed data providers, including company events and business contact details for professionals (such as name, title, employer, work email, work phone and professional profile links).

Services means the IntelligentNoise platform and the related research, data, setup and support services described in an Order Form.

User means an individual Customer authorizes to use the Services under its account, including any seats provided at no charge under the Order Form.

2. The Services

2.1 Provision. IntelligentNoise will provide the Services described in each Order Form during its term. Customer may use the Services for its internal business purposes, under this Agreement.

2.2 Order Forms control scope. The Order Form states the plan, users, fees, any included hours and the term. A proposal or other description referenced in an Order Form describes the Services but does not add commitments, service levels or deadlines beyond those stated in the Order Form. Setup timelines are good-faith targets that depend on Customer's timely cooperation, access and approvals.

2.3 Included and additional work. Changes to the Services' configuration are included up to any hours on the Order Form; ongoing research, fixes and scheduled calls do not count against them. Work beyond included hours is performed only when Customer approves it in advance in writing (email is enough) and is billed at the Order Form rate.

2.4 Changes to the Services. IntelligentNoise may improve and change the Services. It will not make a change during a paid term that materially reduces the core functionality Customer has purchased without Customer's consent.

2.5 Subcontractors. IntelligentNoise may use employees, contractors and service providers to perform the Services. It remains responsible for their performance and for their compliance with this Agreement.

2.6 Trials, sandboxes and beta features. Access provided at no charge (a trial, demo tenant or sandbox), and any feature labeled beta or preview, is provided "as is", may be ended at any time, and is excluded from the warranties and indemnities in this Agreement. IntelligentNoise's total liability for no-charge access is $100.

3. Accounts and Users

3.1 Users. Each User needs their own login. Logins may not be shared or transferred, although Customer may reassign a seat to a new User. The number of Users, and any seats provided at no charge, are as stated on the Order Form.

3.2 Responsibility. Customer is responsible for its Users' activity under this Agreement, for keeping its sign-in methods secure, and for telling IntelligentNoise promptly of any unauthorized use it learns of.

3.3 Restrictions. Customer will not, and will not allow others to: (a) resell, sublicense or provide the Services or Research Data to third parties; (b) reverse engineer the Services except where law permits; (c) use the Services to build a competing product or data set; (d) access the Services by automated means other than documented integrations; (e) interfere with the Services' security or operation; or (f) use the Services in violation of law or of Section 6.

4. Customer Systems

4.1 Authorization. Customer authorizes IntelligentNoise to access Customer Systems through the credentials or OAuth grants Customer or its Users provide, only to the extent each User or administrator selects, and only to provide the Services. Customer may disconnect a Customer System at any time, which may disable related features.

4.2 Third-party terms. Customer is responsible for its licenses to Customer Systems and for complying with their terms. IntelligentNoise is not responsible for Customer Systems or for changes their providers make to their products, APIs or policies. If such a change materially impairs the Services, the parties will cooperate in good faith on a workaround, and either party may end the affected part of the Services on 30 days' notice.

5. Research Data and AI

5.1 What Research Data is. Research Data is compiled at Customer's direction, from the target universe, ideal customer profile and instructions Customer gives, to inform Customer's judgment. IntelligentNoise uses reasonable care in compiling it but does not warrant that any signal, contact detail, connection or draft is complete, current or error-free. Customer reviews Customer Outputs before relying on them or sending them.

5.2 License. During the term, IntelligentNoise grants Customer a non-exclusive, non-transferable right to use Research Data delivered to it for its internal business development and marketing. Customer may keep Research Data it has imported into its own Customer Systems during the term after the Agreement ends, subject to Section 6 and applicable law.

5.3 Not a consumer report. Research Data is not a "consumer report" and IntelligentNoise is not a "consumer reporting agency" under the Fair Credit Reporting Act. Customer will not use Research Data to decide any individual's eligibility for employment, credit, insurance, housing or any other purpose covered by that Act.

5.4 Other customers. IntelligentNoise provides similar services to other companies, including companies in Customer's industry that may target the same organizations. Public company-level information (for example that a company raised financing) may appear in services for other customers. Customer Data, Customer Outputs, Customer's Confidential Information, and the personal data IntelligentNoise processes for Customer are never provided to any other customer. The Services are not exclusive to Customer.

5.5 AI models. The Services use third-party AI models under terms that prohibit the provider from training its models on the data sent to it. IntelligentNoise does not use Customer Data or Customer Outputs to train or fine-tune any AI model. AI-generated content can be inaccurate, and it may resemble content produced for others.

6. Outreach and Compliance

6.1 A person approves. Nothing is sent to a prospect unless a User approves it.

6.2 Customer's responsibility. Customer is responsible for the communications its Users approve, enroll or send using the Services, including their content, recipients, timing and channel, and for complying with the laws that apply to them, including CAN-SPAM, the Telephone Consumer Protection Act and state telemarketing and texting laws, Canada's Anti-Spam Legislation, and the GDPR, UK GDPR and ePrivacy rules where they apply. Customer maintains its own suppression and do-not-contact lists and honors opt-out requests.

6.3 Phone numbers. Direct and mobile numbers in Research Data are provided for one-to-one calls placed by a person. Customer will not use them for autodialed or prerecorded calls or text messages without the consent the law requires.

6.4 Opt-outs IntelligentNoise receives. If IntelligentNoise receives a request from an individual to stop processing their data or to not be contacted, it will suppress that individual in the Services and tell Customer.

7. Customer Data and Privacy

7.1 Ownership. As between the parties, Customer owns Customer Data and Customer Outputs.

7.2 Use. IntelligentNoise uses Customer Data only to provide, secure and support the Services for Customer, and as the law requires. It does not sell Customer Data or share it with other customers.

7.3 Personal data. IntelligentNoise processes personal data in the Services, including personal data in Research Data it compiles for Customer, on Customer's behalf as its processor and service provider. It processes that data only on Customer's instructions as set out in this Agreement, keeps it confidential under Section 11, protects it under Section 8, and returns or deletes it under Section 10.4. IntelligentNoise's Data Processing Addendum (the "DPA"), available on request, applies if the Order Form includes it or Customer requests it in writing, and then forms part of this Agreement from that date. Customer is responsible for having a lawful basis for the processing it directs and for providing any notices the law requires to the individuals it contacts.

7.4 Aggregated data. IntelligentNoise may use de-identified and aggregated information about use of the Services that does not identify Customer, its Users or any individual, to operate and improve the Services.

8. Security

IntelligentNoise maintains administrative, technical and physical safeguards designed to protect Customer Data, including access controls, encryption and logging. It will notify Customer without undue delay after confirming a breach of security that leads to unauthorized access to Customer Data, and will cooperate reasonably in Customer's response.

9. Fees and Payment

9.1 Fees. Customer pays the fees in each Order Form. Unless an Order Form says otherwise: the setup fee is invoiced at signature; platform fees are invoiced monthly in advance from the Go-Live Date or 30 days after the Effective Date, whichever comes first; additional hours are invoiced monthly in arrears; and invoices are due within 15 days of the invoice date. Payment is by ACH, wire or check.

9.2 Users added. Users added during a term are billed at the Order Form rate from the first day of the month in which they are added.

9.3 Disputes and late payment. Customer will raise any good-faith invoice dispute in writing within 15 days of the invoice date and pay the undisputed portion on time. Undisputed amounts more than 15 days past due accrue interest at 1% per month or the highest lawful rate, whichever is lower. If undisputed amounts remain unpaid 30 days after the due date, IntelligentNoise may suspend the Services after giving 10 days' written notice.

9.4 Taxes. Fees exclude taxes. Customer pays any sales, use, value-added or similar taxes on the Services, other than taxes on IntelligentNoise's income.

9.5 Rates. Rates are fixed for the period stated on the Order Form. After that, IntelligentNoise may change rates on 60 days' written notice, effective at the start of the next billing period.

10. Term and Termination

10.1 Term. Each Order Form runs for its initial term and then month to month, until either party ends it on 30 days' written notice, which may be given to take effect at or after the end of the initial term.

10.2 Termination for cause. Either party may terminate an Order Form on written notice if the other party materially breaches this Agreement and does not cure the breach within 30 days after notice (10 days for non-payment), or becomes insolvent or subject to bankruptcy proceedings.

10.3 Refunds. Fees are non-refundable, except that if Customer terminates for IntelligentNoise's uncured material breach, IntelligentNoise refunds prepaid fees for the period after termination. The setup fee is non-refundable once setup has begun.

10.4 Effect of termination. When an Order Form ends: Customer's access ends; Customer pays fees accrued through the end date; each party returns or destroys the other's Confidential Information on request (except copies kept under a routine backup or record-keeping policy, which stay confidential); and IntelligentNoise disconnects Customer Systems. For 30 days after the end date Customer may request an export of Customer Data and Customer Outputs in a standard format. IntelligentNoise then deletes Customer Data within 60 days of the end date, except as the law requires it to keep.

10.5 Survival. Sections 3.3, 5.3, 7, 9 (for amounts owed), 10.4, 10.5, and 11 through 19 survive termination.

11. Confidentiality

11.1 Obligations. "Confidential Information" means non-public information one party discloses to the other that is marked confidential or would reasonably be understood to be confidential, including Customer Data, Customer's target lists and strategies, and IntelligentNoise's methods, prompts, pricing and non-public product information. The receiving party will use it only to perform or receive the Services, protect it with at least reasonable care, and share it only with its personnel, contractors and advisers who need it and are bound by confidentiality obligations at least as protective.

11.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the recipient, that the recipient knew before receiving it, that it develops independently, or that it lawfully receives from a third party without a duty of confidentiality. Research Data compiled from public sources is not Confidential Information of Customer, but Customer's selection of targets and its use of Research Data are.

11.3 Compelled disclosure. The recipient may disclose Confidential Information when the law requires, after giving prompt notice where lawful so the discloser can seek protection.

11.4 Duration. These obligations last during the Agreement and for three years after it ends; for trade secrets and Customer Data, for as long as they remain confidential or are held by the recipient.

12. Intellectual Property

12.1 IntelligentNoise. IntelligentNoise owns the Services and everything it uses to provide them, including its software, research methods, prompts, templates, data models and Research Data, and all improvements to them, including improvements made while serving Customer. No rights are granted except those stated in this Agreement.

12.2 Customer. Customer owns Customer Data and Customer Outputs. Customer grants IntelligentNoise a non-exclusive right to use them during the term only to provide the Services to Customer. Where a Customer Output contains IntelligentNoise's templates or Research Data, Customer's ownership covers the Output as delivered and does not extend to those underlying materials, which are licensed under Section 5.2.

12.3 Feedback. IntelligentNoise may use suggestions Customer gives about the Services without obligation, provided it does not disclose Customer's Confidential Information.

12.4 Publicity. IntelligentNoise may name Customer, and show its logo, in lists of customers, unless Customer objects in writing (email is enough). Case studies, quotes and press releases require Customer's written consent.

13. Warranties

13.1 Mutual. Each party warrants that it has authority to enter into this Agreement.

13.2 IntelligentNoise. IntelligentNoise warrants that it will perform the Services in a professional and workmanlike manner, and that the Services will materially conform to the Order Form. If they do not and Customer notifies IntelligentNoise within 30 days, IntelligentNoise will re-perform or correct the Services; if it cannot do so within 30 days, Customer may terminate the affected Order Form and receive a refund of prepaid fees for the period after termination. This is Customer's sole remedy for breach of this warranty.

13.3 Customer. Customer warrants that it has the rights, notices and lawful basis needed to provide Customer Data and to connect Customer Systems, and that its outreach will comply with Section 6.

13.4 Disclaimer. Except as stated in this Section 13, the Services, Research Data and Customer Outputs are provided "as is", and each party disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Services will be uninterrupted or error-free or will produce any particular business result.

14. Indemnification

14.1 By IntelligentNoise. IntelligentNoise will defend Customer against any third-party claim that the Services, as provided by IntelligentNoise and used under this Agreement, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and will pay the damages and costs finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Customer Systems, Research Data content, Customer's modifications, or combinations with items IntelligentNoise did not provide. If the Services are or may be subject to such a claim, IntelligentNoise may modify them to be non-infringing, obtain a right to continue using them, or end the affected Services and refund prepaid fees for the period after termination.

14.2 By Customer. Customer will defend IntelligentNoise against any third-party claim, including a regulatory action, arising from (a) communications Customer's Users approve, enroll or send using the Services, or Customer's use of Research Data in violation of Section 5.3 or 6, or (b) Customer Data, including a claim that Customer lacked the rights to provide it, and will pay the damages, fines and costs finally awarded or agreed in settlement.

14.3 Process. The indemnified party will give prompt notice of the claim (a delay excuses the indemnifying party only to the extent it is prejudiced), reasonable cooperation at the indemnifying party's expense, and sole control of the defense and settlement, except that no settlement may impose an obligation or admission on the indemnified party without its consent.

15. Limitation of Liability

15.1 Excluded damages. Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or business opportunity, arising out of this Agreement, even if advised of their possibility.

15.2 General cap. Each party's total liability arising out of this Agreement is limited to the fees paid and payable by Customer under this Agreement in the 12 months before the event giving rise to the claim.

15.3 Data and confidentiality cap. For breach of Section 8 (Security), Section 11 (Confidentiality) or the DPA (where it applies), and for IntelligentNoise's obligations under Section 14.1, each party's total liability is limited to two times the amount in Section 15.2. This amount is in place of, not in addition to, the Section 15.2 cap for those claims.

15.4 Exceptions. Sections 15.1 through 15.3 do not limit Customer's obligation to pay fees, Customer's obligations under Section 14.2, either party's liability for fraud, gross negligence or willful misconduct, or any liability that cannot be limited by law.

16. Suspension

IntelligentNoise may suspend a User or the Services, limited to the extent reasonably necessary, if continued use would violate law, create a security risk to the Services or other customers, or breach Section 3.3 or 6, or as allowed under Section 9.3. It will give notice in advance where practicable and restore access promptly once the issue is resolved.

17. Governing Law and Disputes

17.1 Law. This Agreement is governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 Resolution. Before filing a claim, a party will give the other written notice and the parties' executives will try in good faith to resolve it for 30 days. After that, either party may bring the claim in the state or federal courts located in Washtenaw County, Michigan, and each party consents to their jurisdiction. Either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

18. General

18.1 Order of precedence. If documents conflict, this order controls: the Order Form, then the DPA where it applies (for the processing of personal data), then these Customer Terms. Terms in a purchase order, vendor portal or other Customer form do not apply, even if accepted or acknowledged.

18.2 Entire agreement. The Agreement is the parties' entire agreement on its subject and replaces prior proposals, discussions and agreements on that subject. Amendments must be in writing and signed by both parties, except as allowed in Section 19.

18.3 Assignment. Neither party may assign the Agreement without the other's written consent, except to a successor in a merger, acquisition or sale of substantially all of its assets or the business the Agreement relates to, on notice.

18.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of third-party infrastructure or AI providers, except for payment obligations.

18.5 Notices. Notices go to the contacts on the Order Form, or as a party later designates. Email is sufficient for notices under this Agreement, except that notices of breach, termination or an indemnifiable claim must also be sent to IntelligentNoise at support@intelligentnoise.ai or to Customer's signatory.

18.6 Other terms. The parties are independent contractors. There are no third-party beneficiaries. A waiver must be in writing. If any provision is unenforceable, it will be enforced to the maximum extent allowed and the rest remains in effect. Each party will comply with export control and sanctions laws in its use or provision of the Services. The Agreement may be signed electronically and in counterparts.

19. Changes to These Customer Terms

19.1 New versions. IntelligentNoise may publish new versions of these Customer Terms at intelligentnoise.ai/customer-terms, each identified by its version date.

19.2 Which version applies. The version in effect on an Order Form's Effective Date applies through that Order Form's initial term. During a month-to-month term, a new version applies 30 days after IntelligentNoise gives Customer written notice of it. If the new version is materially adverse to Customer, Customer may end the Order Form by notice given within that 30 days, and the prior version continues to apply until the end date.