Last Updated: January 1, 2025
"Agreement" means these Terms of Service, together with all Order Forms, schedules, exhibits, addenda, the Privacy Policy, the Data Processing Addendum (if applicable), and any other documents expressly incorporated by reference.
"Authorized User" means any individual who is authorized by Customer to access and use the Service under Customer's account, including Customer's employees, contractors, and agents.
"Background Agent" or "Agent Software" means the Intelogos Background and desktop agents (desktop applications) installed on an Authorized User's device that collect Activity Data in the background.
"Customer" or "you" means the entity or individual that has agreed to these Terms, executed an Order Form, or created an account to use the Service.
"Customer Data" means all data, information, and content that Customer or its Authorized Users submit, upload, or transmit to or through the Service, including Activity Data.
"Activity Data" means data collected by the Service or Background Agent regarding Authorized User computer activity, including but not limited to: application usage and time spent; website URLs and browsing time; active window titles and names; indicators of keyboard and mouse activity (active/idle status, without capturing actual keystrokes, mouse clicks, or screen content); time tracking and attendance records; and any similar usage metrics.
"Service" means the Intelogos workforce analytics, AI-powered performance management, time tracking, attendance monitoring, burnout prevention, and employee monitoring platform, including the website at https://intelogos.com, the web application at https://team.intelogos.com, the Background Agent, all APIs, integrations, and all related services, features, and functionality provided by Company.
"Company", "Intelogos", "we", "us", or "our" means Intelogos Inc., a Delaware corporation, with offices at 251 Little Falls Drive, Wilmington, DE 19808, United States.
"Order Form" means any ordering document, online subscription page, or checkout flow through which Customer subscribes to the Service and that references these Terms.
"Third-Party Integration" means any third-party application, platform, tool, or service that may be connected to or accessed through the Service, whether currently available or made available in the future.
"AI Features" means any artificial intelligence, machine learning, automated analytics, natural language processing, or algorithmic features or functionality provided as part of the Service, including performance insights, productivity analytics, burnout predictions, and automated recommendations.
"Documentation" means the user guides, help articles, API documentation, knowledge base, and other technical and operational documentation made available by Company for the Service.
"Subscription Term" means the period during which Customer has an active, paid subscription to use the Service as specified in the applicable Order Form.
"Effective Date" means the earlier of (a) the date Customer first accesses or uses the Service, or (b) the date Customer accepts these Terms by clicking "I Agree," executing an Order Form, or otherwise indicating acceptance.
By accessing, installing, or using the Service in any manner, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement. If Customer is entering into this Agreement on behalf of an entity, Customer represents and warrants that it has the authority to bind such entity. If Customer does not agree to these Terms, Customer must not access or use the Service.
This Agreement governs Customer's access to and use of the Service, including the deployment of any Background Agent software, connection to Third-Party Integrations, and use of AI Features. These Terms supersede and replace any prior or contemporaneous agreements, proposals, or representations, whether written or oral, regarding the subject matter herein.
Company reserves the right to modify these Terms at any time by posting revised Terms on its website. Company will use commercially reasonable efforts to notify Customer of material changes (e.g., by email or in-app notification). Customer's continued use of the Service after such modifications constitutes acceptance of the revised Terms. If Customer does not agree to the modified Terms, Customer's sole remedy is to terminate its subscription in accordance with Section 18.
The Service is intended for use by businesses and organizations. The Service is not directed at consumers or individuals under the age of 18. By using the Service, Customer represents that it is at least 18 years of age and is entering into this Agreement in a business capacity.
Intelogos provides a cloud-based workforce analytics and AI-powered performance management platform that enables organizations to monitor, analyze, and optimize workforce productivity. The Service includes, without limitation:
Customer acknowledges and agrees that the Service collects granular data about Authorized Users' computer activities and, through Third-Party Integrations, may collect data about Authorized Users' activities across multiple platforms and tools. Customer is solely responsible for evaluating whether the scope of data collection is appropriate for its organization and compliant with all applicable laws.
CUSTOMER ACKNOWLEDGES THAT THE SERVICE INVOLVES THE MONITORING AND COLLECTION OF DETAILED DATA REGARDING AUTHORIZED USERS' COMPUTER AND DIGITAL ACTIVITIES. CUSTOMER ASSUMES FULL AND SOLE RESPONSIBILITY FOR ALL ASPECTS OF ITS USE OF THE SERVICE, INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
Customer is solely responsible for ensuring that its use of the Service complies with all applicable federal, state, local, and international laws, regulations, and industry standards, including but not limited to: (a) employee monitoring and surveillance laws; (b) data protection and privacy laws (including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA)/California Privacy Rights Act (CPRA), and all other applicable data protection legislation); (c) employment and labor laws; (d) electronic communications and wiretapping laws (including the Electronic Communications Privacy Act (ECPA) and equivalent state laws); (e) consent and notification requirements; (f) works council or labor union consultation requirements; and (g) any sector-specific regulations applicable to Customer's industry.
Customer is solely and exclusively responsible for providing all required notices to, and obtaining all required consents from, Authorized Users prior to deploying the Service or Background Agent. This obligation includes, without limitation: (a) informing Authorized Users of the existence and scope of monitoring; (b) disclosing what data is collected, how it is processed, stored, and used; (c) obtaining affirmative consent where required by law; (d) providing Authorized Users with access to Customer's monitoring and privacy policies; (e) complying with any notice periods or consultation requirements under applicable law or collective bargaining agreements; and (f) providing Authorized Users with information about their rights regarding the data collected.
Company does not verify, audit, or enforce Customer's compliance with notification and consent obligations. The provision of the Service does not constitute legal advice regarding Customer's notification or consent obligations. Customer should seek independent legal counsel regarding its obligations under applicable law.
Customer represents and warrants that: (a) it has all necessary rights, permissions, and legal authority to deploy the Service and Background Agent on devices used by Authorized Users; (b) it will only deploy the Service on devices that Customer owns, controls, or for which Customer has obtained appropriate authorization; (c) it will not use the Service to monitor individuals who are not Authorized Users; (d) it will use the Service and Customer Data only for legitimate and lawful business purposes; and (e) its deployment and use of the Service does not and will not violate any law, regulation, contract, or the rights of any third party.
Customer acknowledges and agrees that: (a) AI Features provide automated analyses and recommendations that may contain errors, inaccuracies, or biases; (b) AI-generated insights, performance assessments, productivity scores, and burnout predictions are not substitutes for human judgment and should not be the sole basis for employment decisions, disciplinary actions, terminations, promotions, or any other material decisions affecting Authorized Users; (c) Customer is solely responsible for reviewing, validating, and independently verifying any output generated by the AI Features before taking any action based thereon; and (d) Company makes no representation or warranty regarding the accuracy, completeness, reliability, or fitness for any particular purpose of any AI-generated output.
When Customer connects the Service to Third-Party Integrations, Customer acknowledges and agrees that: (a) additional data from those third-party platforms will be collected and processed through the Service; (b) Customer is solely responsible for ensuring it has the right to access and process such data through the Service; (c) Customer is responsible for compliance with the terms of service and privacy policies of all connected third-party platforms; (d) Company is not responsible for the availability, accuracy, or security of data obtained from Third-Party Integrations; and (e) Company is not liable for any actions taken by third-party providers, including changes to their APIs, terms, or data availability.
Customer is responsible for: (a) maintaining the security and confidentiality of its account credentials and those of its Authorized Users; (b) all activity that occurs under its account; (c) promptly notifying Company of any unauthorized access or use of its account; and (d) ensuring that access to the Service and Activity Data is appropriately restricted within its organization based on role and need-to-know. Company is not liable for any loss or damage arising from Customer's failure to maintain adequate account security.
Customer acknowledges that the Service collects detailed Activity Data from Authorized Users' devices. The types of data collected include, but are not limited to: names of active applications and processes; website URLs and page titles visited; active window names and titles; duration of time spent on each application, website, and window; indicators of keyboard activity (active/idle) without capturing actual keystrokes or content typed; indicators of mouse activity (active/idle) without capturing actual clicks, movements, or screen content; timestamps of activity and idle periods; login, logout, and attendance data; project and task time allocations; and any additional data types introduced through Service updates or Third-Party Integrations.
THE SERVICE DOES NOT CAPTURE SCREENSHOTS, SCREEN RECORDINGS, ACTUAL KEYSTROKE CONTENT, MOUSE CLICK CONTENT, OR THE SUBSTANTIVE CONTENT DISPLAYED ON SCREEN. However, window titles and website URLs may inadvertently contain sensitive or personal information, and Customer acknowledges this risk.
Customer Data is processed and stored on Amazon Web Services (AWS) infrastructure. Company implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. However, no method of transmission over the Internet or method of electronic storage is 100% secure, and Company cannot guarantee absolute security.
Customer acknowledges and agrees that: (a) the Service utilizes third-party artificial intelligence providers to process Activity Data and generate insights; (b) Customer Data may be transmitted to such third-party AI providers for processing; (c) while Company contractually requires its AI providers to maintain confidentiality and security of data, Company cannot guarantee that third-party AI providers will not use data to train or improve their models unless their terms explicitly prohibit such use; (d) Customer consents to such third-party processing as a necessary component of the Service; and (e) Company will use commercially reasonable efforts to select AI providers with appropriate data protection practices, but makes no warranty regarding third-party provider practices.
Company retains Customer Data for the duration of the Subscription Term and for a reasonable period thereafter as necessary to fulfill its legal obligations, resolve disputes, and enforce its agreements. Upon termination, Customer Data will be handled in accordance with Section 18.4. Company may retain de-identified, aggregated, or anonymized data indefinitely for analytical, benchmarking, product improvement, and research purposes.
Customer acknowledges that Company engages third-party sub-processors to assist in providing the Service (including cloud infrastructure providers, AI providers, analytics services, and payment processors). Company maintains a list of current sub-processors, which may be updated from time to time. Customer consents to Company's use of sub-processors, provided that Company enters into appropriate data processing agreements with each sub-processor.
Company's collection and use of personal data is described in its Privacy Policy, available at https://www.intelogos.com/privacy-policy, which is incorporated into this Agreement by reference. Customer agrees to review the Privacy Policy and to ensure that its use of the Service is consistent with the Privacy Policy.
As between Company and Customer, Customer is the data controller (or equivalent designation under applicable law) with respect to all personal data of Authorized Users processed through the Service. Company acts as a data processor (or equivalent designation) on behalf of Customer. Customer is solely responsible for determining the purposes and means of processing personal data of Authorized Users and for fulfilling all data controller obligations under applicable data protection laws.
To the extent required by applicable data protection laws (including the GDPR), the parties shall enter into a Data Processing Addendum ("DPA") that governs Company's processing of personal data on behalf of Customer. The DPA, if executed, is incorporated into and forms part of this Agreement.
Customer acknowledges that Customer Data may be transferred to and processed in the United States and other jurisdictions where Company or its sub-processors maintain facilities. By using the Service, Customer consents to such transfers. Where required by applicable law, Company will implement appropriate safeguards for cross-border data transfers, such as Standard Contractual Clauses or other approved transfer mechanisms.
Customer is solely responsible for responding to data subject rights requests from Authorized Users (including requests for access, rectification, deletion, portability, and objection to processing). Company will provide commercially reasonable assistance to Customer in fulfilling such requests, to the extent Company is able and as required by applicable law, subject to Customer bearing any associated costs.
In the event of a confirmed data breach affecting Customer Data, Company will notify Customer without undue delay after becoming aware of the breach and will provide commercially reasonable cooperation to assist Customer in meeting its breach notification obligations. Company shall not be required to notify individual Authorized Users directly; such notification is Customer's responsibility.
Access to the Service requires a paid subscription. Subscription plans, pricing, features, and seat limits are as described on Company's pricing page or in the applicable Order Form. Company reserves the right to modify pricing at any time; however, price changes will not apply to Customer's current Subscription Term and will take effect at the next renewal.
Customer agrees to pay all fees associated with its subscription plan. Fees are billed in advance on a monthly or annual basis as selected by Customer. All fees are non-refundable except as expressly stated in this Agreement or as required by applicable law. Fees are exclusive of all applicable taxes, and Customer is responsible for all taxes, levies, and duties (excluding taxes based on Company's net income).
Subscriptions automatically renew at the end of each Subscription Term for successive periods of the same duration, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Renewal pricing will be at Company's then-current rates.
If Customer fails to make timely payment, Company may: (a) charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law; (b) suspend Customer's access to the Service upon ten (10) days' written notice; and (c) pursue any other remedies available at law or in equity. Suspension of the Service for non-payment does not relieve Customer of its payment obligations.
Customer must notify Company in writing of any fee disputes within thirty (30) days of the invoice date. Undisputed amounts must be paid in accordance with the payment terms. The parties will negotiate in good faith to resolve any fee disputes.
The Service, including all software, algorithms, AI models, code, designs, documentation, trade secrets, know-how, and all improvements, modifications, and derivative works thereof, is and remains the exclusive property of Company or its licensors. Nothing in this Agreement transfers or assigns any intellectual property rights in the Service to Customer. Customer receives only a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term in accordance with this Agreement.
As between Company and Customer, Customer retains all right, title, and interest in and to Customer Data. Customer grants Company a non-exclusive, worldwide, royalty-free license to collect, process, store, analyze, display, and transmit Customer Data solely to the extent necessary to provide and improve the Service, comply with applicable law, and enforce this Agreement.
Company may create aggregated, de-identified, or anonymized data derived from Customer Data that does not identify Customer or any Authorized User ("Aggregated Data"). Company owns all right, title, and interest in Aggregated Data and may use it for any lawful purpose, including benchmarking, analytics, product improvement, research, and the development of new products and services, without restriction and without compensation to Customer.
If Customer provides any suggestions, ideas, enhancement requests, feedback, or other recommendations regarding the Service ("Feedback"), Customer hereby assigns to Company all right, title, and interest in such Feedback. Company may use, implement, and commercialize Feedback without restriction, attribution, or compensation to Customer.
Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, or create derivative works of the Service; (b) reverse engineer, disassemble, decompile, or attempt to derive the source code of the Service; (c) sublicense, sell, resell, lease, rent, loan, distribute, or otherwise transfer the Service to any third party; (d) use the Service to develop a competing product or service; (e) remove, alter, or obscure any proprietary notices on the Service; (f) access the Service in order to build a similar or competitive product; (g) use the Service to store or transmit malicious code; (h) interfere with or disrupt the integrity or performance of the Service; or (i) attempt to gain unauthorized access to the Service or its related systems or networks.
Each party (the "Receiving Party") agrees to hold in confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information includes, without limitation: Customer Data, business plans, pricing, technical information, product plans, and financial information. The Receiving Party shall: (a) use the Disclosing Party's Confidential Information only to exercise its rights or perform its obligations under this Agreement; (b) protect such information using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; and (c) not disclose such information to any third party except to its employees, contractors, and agents who need to know and who are bound by confidentiality obligations at least as protective as those herein.
Confidential Information excludes information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information. A Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prompt notice (to the extent legally permitted) and cooperates in any efforts to obtain confidential treatment.
Company warrants that during the Subscription Term, the Service will perform materially in accordance with the applicable Documentation. Customer's sole and exclusive remedy for breach of this warranty is, at Company's sole option: (a) Company's use of commercially reasonable efforts to correct the non-conformity; or (b) if Company is unable to correct the non-conformity within a reasonable time, termination of the affected subscription and a pro-rata refund of prepaid fees for the remainder of the then-current Subscription Term.
EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
CUSTOMER ACKNOWLEDGES THAT IT IS USING THE SERVICE AT ITS OWN RISK AND IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE IS SUITABLE FOR ITS INTENDED PURPOSES AND COMPLIANT WITH APPLICABLE LAWS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA; BUSINESS INTERRUPTION; COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF OR DAMAGE TO REPUTATION; CLAIMS BY AUTHORIZED USERS OR THIRD PARTIES AGAINST CUSTOMER; DAMAGES ARISING FROM EMPLOYMENT DECISIONS MADE BASED ON SERVICE OUTPUT; DAMAGES ARISING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER DATA; DAMAGES ARISING FROM CUSTOMER'S FAILURE TO COMPLY WITH APPLICABLE LAWS REGARDING EMPLOYEE MONITORING; OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF CUSTOMER HAS NOT PAID ANY FEES, COMPANY'S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SHALL HAVE NO LIABILITY FOR:
THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THEM. THE SERVICE PRICING REFLECTS THIS ALLOCATION OF RISK AND THESE LIMITATIONS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, Company's liability shall be limited to the greatest extent permitted by applicable law.
Customer shall defend, indemnify, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Company Indemnified Parties") from and against any and all claims, actions, demands, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) (collectively, "Losses") arising out of or related to:
Company shall promptly notify Customer of any claim subject to indemnification (provided that failure to provide timely notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced). Customer shall have the right to assume control of the defense of such claim with counsel of its choosing, provided that Customer shall not settle any claim in a manner that imposes any obligation on Company without Company's prior written consent. Company shall provide reasonable cooperation in the defense of any claim at Customer's expense.
Customer shall not, and shall not permit any Authorized User or third party to, use the Service:
Company will use commercially reasonable efforts to make the Service available with minimal downtime. However, the Service may be subject to scheduled maintenance, unscheduled outages, and disruptions beyond Company's control. Company does not guarantee any specific uptime percentage unless expressly agreed in a separate Service Level Agreement ("SLA"). Customer acknowledges that the Service depends on third-party infrastructure (including AWS) and internet connectivity, and Company is not liable for outages or performance issues caused by factors outside its reasonable control.
Company provides support for the Service through its standard support channels as described on its website. Enhanced support options may be available for an additional fee.
Company reserves the right, in its sole discretion, to modify, update, enhance, or discontinue any aspect of the Service at any time, with or without notice. This includes adding new features, changing existing functionality, modifying data collection methods, updating AI models and algorithms, adding or removing Third-Party Integrations, and changing the scope or nature of Activity Data collected. Company shall not be liable to Customer for any modification, suspension, or discontinuation of the Service or any part thereof. If Company makes a material adverse change to the Service, Customer's sole remedy is to terminate its subscription in accordance with Section 18.
The Service may integrate with, link to, or rely upon third-party services, applications, and content. Company does not control, endorse, or assume any responsibility for any third-party services or content. Customer's use of any third-party service is at its own risk and subject to that third party's terms and conditions. Company disclaims all liability for any acts, omissions, errors, or failures of third parties, including any loss or damage arising from Customer's use of or reliance on third-party services, APIs, or integrations.
Each party shall comply with all laws and regulations applicable to its performance under this Agreement. Customer is solely responsible for ensuring that its use of the Service complies with all laws applicable to Customer and its industry, including but not limited to employment law, privacy law, data protection law, and any industry-specific regulatory requirements.
Nothing in this Agreement or in the Service constitutes legal advice. Company does not provide legal, compliance, human resources, or regulatory advice. Customer should consult with qualified legal counsel to ensure its use of the Service complies with all applicable laws. Company makes no representation that the Service complies with the laws of any particular jurisdiction or is suitable for any particular regulated use.
Customer shall comply with all applicable export control laws and trade sanctions. Customer represents that it is not located in, and will not export the Service to, any country or region that is subject to comprehensive U.S. sanctions, and that it is not listed on any U.S. government restricted party list.
Customer represents and warrants that it will not use the Service in connection with any activity that violates applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act.
This Agreement commences on the Effective Date and continues until all subscriptions have expired or been terminated. Each subscription begins on the start date specified in the applicable Order Form and continues for the Subscription Term, subject to auto-renewal as described in Section 7.3.
Either party may terminate this Agreement upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes the subject of a petition in bankruptcy, insolvency, receivership, or liquidation that is not dismissed within sixty (60) days.
Company may, in addition to its rights under Section 18.2, immediately suspend or terminate Customer's access to the Service without notice or liability if: (a) Customer's use of the Service poses a security risk to Company or any third party; (b) Customer's use may adversely impact the Service or other customers; (c) Customer is in breach of Section 13 (Prohibited Uses); (d) Company is required to do so by law or court order; or (e) Customer's account has been inactive for an extended period as determined by Company.
Upon termination or expiration of this Agreement: (a) Customer's rights to access and use the Service immediately cease; (b) Customer shall pay all outstanding fees; (c) each party shall return or destroy the other party's Confidential Information; and (d) Company will make Customer Data available for export for a period of thirty (30) days following the effective date of termination, after which Company may delete all Customer Data in its systems. Company has no obligation to retain Customer Data after the thirty (30) day post-termination period.
The following sections shall survive any termination or expiration of this Agreement: Definitions (Section 1), Intellectual Property Rights (Section 8), Confidentiality (Section 9), Warranties and Disclaimers (Section 10), Limitation of Liability (Section 11), Indemnification (Section 12), Effects of Termination (Section 18.4), Governing Law and Dispute Resolution (Section 19), AI-Generated Output, Bias, and Employment Decisions (Section 23), Data Portability and Deletion (Section 28), and any other provisions that by their nature should survive termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are expressly excluded from application to this Agreement.
Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The seat of arbitration shall be Wilmington, Delaware. The language of the arbitration shall be English. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.
BY AGREEING TO THESE TERMS, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.
ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO BRING ANY CLAIM AS A CLASS ACTION, CLASS-WIDE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF 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 intellectual property rights or Confidential Information.
Any claim arising under or related to this Agreement must be commenced within one (1) year after the cause of action accrues, or such claim shall be permanently barred. This limitation shall apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, government actions or orders, embargoes, sanctions, labor disputes, utility or communications failures, internet outages, cyberattacks, or failures of third-party service providers (including cloud infrastructure providers). The affected party shall use commercially reasonable efforts to mitigate the impact of the force majeure event and resume performance as soon as reasonably practicable.
This Agreement, together with all Order Forms, the Privacy Policy, any DPA, and any documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
No failure or delay by either party in exercising any right or remedy shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any other or further exercise of that right or any other right. A waiver is effective only if in writing and signed by the waiving party.
Customer may not assign or transfer this Agreement, in whole or in part, without Company's prior written consent. Company may assign this Agreement without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section shall be void. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.
This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy. Authorized Users are not third-party beneficiaries of this Agreement.
The relationship between the parties is that of independent contractors. Nothing in this Agreement creates or implies any partnership, joint venture, agency, franchise, or employment relationship.
All notices required or permitted under this Agreement shall be in writing and sent to the addresses specified in the applicable Order Form or account settings. Notices may be delivered by email (with confirmation of receipt), recognized overnight courier, or certified mail. Notices to Company should be sent to legal@intelogos.com with a copy to: Intelogos Inc., 251 Little Falls Drive, Wilmington, DE 19808, United States.
Customer consents to receive communications from Company electronically, including by email and in-app notifications. Customer agrees that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.
Section headings are for convenience only and shall not affect the interpretation of this Agreement. The word "including" means "including without limitation." This Agreement shall be construed fairly and not against or in favor of either party by virtue of having drafted it.
Order Forms and other documents incorporated by reference may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic and digital signatures shall have the same force and effect as original signatures.
Customer is solely responsible for the installation and deployment of the Background Agent on Authorized Users' devices. Customer represents and warrants that it has the legal authority to install the Background Agent on each device on which it is deployed, and that it has complied with all applicable notification and consent requirements prior to installation.
The Background Agent operates as a standard application process and may appear in system process lists, task managers, and installed application registries. Company does not design, market, or intend the Background Agent to function as a rootkit, hidden kernel-level monitor, or undetectable surveillance tool. The Background Agent does not actively evade antivirus, endpoint detection, or security software. Customer acknowledges that employees may discover the presence of the Background Agent through standard system monitoring and that Company has no liability for any consequences arising from such discovery, including claims of inadequate notice.
Company may release updates, patches, and new versions of the Background Agent from time to time. Updates may modify the functionality, performance, and data collection capabilities of the Background Agent. Customer is responsible for managing the deployment of updates within its environment. Company will use commercially reasonable efforts to communicate material changes to Background Agent functionality, but Customer acknowledges that timely update deployment is Customer's responsibility.
Upon termination or expiration of this Agreement, or upon termination of any individual Authorized User's access, Customer is solely responsible for promptly removing and uninstalling the Background Agent from all affected devices. Company is not liable for any data collection that continues because Customer failed to remove the Background Agent after termination. Company may, but is not obligated to, remotely disable the Background Agent upon termination of Customer's subscription.
CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AI FEATURES AND ANY OUTPUT GENERATED THEREBY (INCLUDING PRODUCTIVITY SCORES, PERFORMANCE ASSESSMENTS, BURNOUT PREDICTIONS, AND WORKFORCE ANALYTICS) MAY CONTAIN ERRORS, INACCURACIES, BIASES, OR LIMITATIONS INHERENT IN ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING SYSTEMS. AI MODELS MAY REFLECT, PERPETUATE, OR AMPLIFY BIASES PRESENT IN TRAINING DATA, HISTORICAL PATTERNS, OR ALGORITHMIC DESIGN. COMPANY DOES NOT WARRANT THAT AI-GENERATED OUTPUT IS FREE FROM BIAS, DISCRIMINATION, OR ERROR.
Customer shall not use AI-generated output from the Service as the sole or primary basis for any employment decision, including but not limited to: hiring, firing, promotion, demotion, disciplinary action, compensation changes, performance ratings, work assignments, or any other decision materially affecting an Authorized User's employment. Customer is responsible for ensuring that all employment decisions are made with appropriate human review and oversight and in compliance with all applicable anti-discrimination laws, including but not limited to Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), the Age Discrimination in Employment Act (ADEA), and equivalent state and local laws.
CUSTOMER ASSUMES ALL RISK AND LIABILITY FOR ANY EMPLOYMENT, PERSONNEL, DISCIPLINARY, OR BUSINESS DECISION MADE BASED ON, INFORMED BY, OR RELATED TO DATA, ANALYTICS, INSIGHTS, SCORES, OR RECOMMENDATIONS PROVIDED BY THE SERVICE OR AI FEATURES. THIS INCLUDES, WITHOUT LIMITATION, LIABILITY FOR CLAIMS OF DISCRIMINATION, WRONGFUL TERMINATION, RETALIATION, DISPARATE IMPACT, HOSTILE WORK ENVIRONMENT, OR ANY OTHER EMPLOYMENT-RELATED CLAIM. COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR SUCH CLAIMS, REGARDLESS OF WHETHER THE AI OUTPUT THAT INFORMED THE DECISION WAS INACCURATE, BIASED, OR ERRONEOUS.
Customer acknowledges that employee monitoring is subject to a complex and evolving patchwork of federal, state, local, and international laws that vary significantly by jurisdiction. Without limiting Customer's general compliance obligations under Section 4, Customer specifically acknowledges and agrees to comply with all applicable jurisdictional requirements, including but not limited to:
COMPANY DOES NOT MONITOR, TRACK, OR VERIFY CUSTOMER'S COMPLIANCE WITH ANY OF THE FOREGOING LAWS AND MAKES NO REPRESENTATION THAT THE SERVICE IS COMPLIANT WITH THE LAWS OF ANY PARTICULAR JURISDICTION. IT IS CUSTOMER'S SOLE RESPONSIBILITY TO DETERMINE WHICH LAWS APPLY TO ITS USE OF THE SERVICE AND TO ENSURE FULL COMPLIANCE THEREWITH.
Company may disclose Customer Data if required to do so by law, regulation, court order, subpoena, or other valid legal process. Where legally permissible, Company will use commercially reasonable efforts to notify Customer prior to disclosing Customer Data in response to legal process, to give Customer the opportunity to seek a protective order or other appropriate remedy. Company will limit its disclosure to the data specifically required by the legal process and will use commercially reasonable efforts to preserve the confidentiality of Customer Data.
Company reserves the right, but has no obligation, to challenge legal process that it believes to be overbroad, insufficient, or otherwise defective. Customer acknowledges that Company may be legally compelled to disclose Customer Data and that Company shall have no liability for disclosures made in compliance with valid legal process.
If Customer becomes aware of any legal proceeding, regulatory investigation, or government inquiry that may require access to or disclosure of Customer Data held by Company, Customer shall promptly notify Company. Customer is responsible for responding to any legal process directed at it regarding Authorized User data, and Company will provide reasonable cooperation (at Customer's expense) in connection with any such proceeding.
In addition to Company's termination rights under Section 18, Company reserves the right to immediately suspend or terminate Customer's access to the Service, without notice or liability, if Company has a reasonable, good-faith belief that: (a) Customer is using the Service in violation of any applicable law, including without limitation employee monitoring, privacy, data protection, anti-discrimination, or electronic surveillance laws; (b) Customer has deployed the Background Agent without providing legally required notice to or obtaining legally required consent from Authorized Users; (c) Customer is using the Service or AI Features to facilitate discrimination, harassment, or retaliation against any individual; (d) Customer's use of the Service poses a material risk of legal liability to Company; or (e) continued provision of the Service to Customer would cause Company to violate any applicable law, regulation, or court order.
In the event of suspension or termination under this section, Customer shall not be entitled to any refund of prepaid fees, and Company shall have no liability for any damages, losses, or costs incurred by Customer as a result of such suspension or termination. Customer's indemnification obligations under Section 12 shall apply to any Losses arising from or related to the circumstances giving rise to such suspension or termination.
Company maintains audit logs of access to Customer Data within the Service, including records of which users accessed what data and when. These logs are maintained for a minimum of twelve (12) months.
Company reserves the right, but not the obligation, to request that Customer provide evidence of its compliance with the terms of this Agreement, including evidence that Customer has provided required notices to and obtained required consents from Authorized Users. If Customer fails to provide satisfactory evidence within a reasonable time following a request, Company may suspend Customer's access to the Service until such evidence is provided.
Company will, upon Customer's reasonable request and no more than once per calendar year, provide Customer with: (a) a summary of Company's information security program; and (b) any third-party security certifications or audit reports (such as SOC 2 Type II reports) that Company has obtained, subject to appropriate confidentiality obligations.
During the Subscription Term and for thirty (30) days following termination or expiration, Customer may export its Customer Data through the Service's export functionality or by requesting a data export from Company. Data will be provided in a commonly used, machine-readable format (such as CSV or JSON). Company may charge a reasonable fee for data export assistance requests that exceed the capabilities of the Service's self-service export tools.
Following the thirty (30) day post-termination export period described in Section 18.4, Company will delete Customer Data from its active production systems within ninety (90) days. Customer Data residing in backup systems will be deleted in the ordinary course of backup rotation, which shall not exceed one hundred eighty (180) days from the date of deletion from production systems. Company may retain de-identified, aggregated, or anonymized data indefinitely in accordance with Section 8.3.
If Customer requires deletion of specific Authorized User data in response to a data subject request (e.g., under GDPR Article 17), Company will delete such data from active production systems within thirty (30) days of receiving Customer's written request. Deletion from backup systems will occur in the ordinary course of backup rotation. Company will provide written confirmation of deletion upon request.
Company maintains commercially reasonable insurance coverage, including cyber liability insurance, errors and omissions (professional liability) insurance, and general commercial liability insurance. Company will, upon Customer's reasonable written request, provide a certificate of insurance evidencing such coverage.
For questions or concerns regarding these Terms of Service, please contact:
Intelogos Inc.
251 Little Falls Drive
Wilmington, DE 19808
United States
Email: team@intelogos.com
Legal inquiries: legal@intelogos.com