Effective from:  1 January 2013

In this Licence Agreement, “Intent HQ“, “we“, “our” or “us” refers to Intent HQ Limited whose registered office is at 23 Howland Street, London W1A 1AQ (under company registration number 07220983) and any of its Affiliates.

1. Introduction

a. Invitation to use the Intent HQ API

Thank you for your interest in Intent HQ. We invite you to download and use the Intent HQ application program interfaces described in Section 2 of this Licence Agreement (the “API”).  Please note that our invitation is subject to your agreement with the terms and conditions in this Licence Agreement and any terms and conditions specific to any of our APIs (“API Specific Terms“).  If you do not agree with the terms and conditions of this Licence Agreement and any applicable API Specific Terms, you cannot access or use our API.

b. What this Licence Agreement contains and how it affects you

This Licence Agreement incorporates the following:

(A) Web Site Terms of Use; www.intenthq.com/terms-and-conditions/
(B) Privacy Policy; www.intenthq.com/privacy-policy
(C) our accompanying API documentation https://github.com/intenthq/docs/wiki
(D) our Pricing Policy as published by us from time to time
(E) any API Specific Terms

By clicking the “I agree” button below, you represent and warrant that you have the authority to bind the party registering an account with us and being issued an API Key and that that party (“you”) agree to be bound by the terms and conditions of this Licence Agreement. As this Licence Agreement sets out your rights and responsibilities when using our API, please read it carefully.  You may also wish to save a copy of this Licence Agreement for your records.

c. Updates and changes to the Licence Agreement

Please regularly check for updates and changes to this Licence Agreement or any API Specific Terms. The updated or amended terms shall be deemed accepted by you upon your continued or subsequent use of the API following our posting on the Intent HQ Site. We will indicate the effective date of the currently applicable Licence Agreement at the beginning of the Licence Agreement.  If you disagree with the updated or changed terms of the Licence Agreement, you must cease use of the API.

d. Definitions and interpretation

The meanings of certain defined terms in this Licence Agreement are set out in Section 15 below.

2. Intent HQ API, Services and licence

a. The purpose of the Intent HQ APIs and Intent HQ’s Services

The Intent HQ application program interfaces (“APIs“) consist of programmatic web APIs, interface definitions, generated code libraries, code and associated tools and the API Documentation that allow you to understand the relationships between people, interests and content on social networks and to create Your Application(s). Further detail on each API is provided in the API Documentationhttps://github.com/intenthq/docs/wiki.

The Intent HQ Services consist of, as applicable, our APIs and our provision of the Intent HQ Content and any support services which Intent HQ may make available to you under this Licence Agreement.

b. Updates and changes to the API, the Intent HQ Site and the Intent HQ Services

Intent HQ may modify the API, permitted API calls, its databases, the permitted uses under this Licence Agreement and any Intent HQ Services, or any of the benefits and/or features provided in connection with your use of the API at any time with or without notice to you. Our modifications may affect Your Application(s) and may require you to make changes to Your Application(s) to continue to be compatible with or interface with the API or access or use any Intent HQ Services.

c. Licence

Subject to this Licence Agreement, Intent HQ grants you a worldwide, non-exclusive, non-transferable, terminable, and non-sublicensable (except as expressly permitted in this Licence Agreement) licence to do the following:

(A) to use and integrate the API into any of Your Applications to enable you to receive the Intent HQ Services and provide them to Your Users of Your Application(s); and
(B) to use the Intent HQ Services only as necessary for you to perform an activity permitted under this Licence Agreement.

Intent HQ reserves the right to require you, as part of this licence, to display attributions (such as ‘Powered by Intent HQ’) in Your Application or on your Site or its toolbars.

By submitting, posting or displaying any of Your Data on or through the Intent HQ Services including the API, you give us a perpetual, worldwide, sub-licensable, transferable, non-exclusive, terminable licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, create derivative works and distribute any of Your Data for the purposes of enabling us to provide you with the Intent HQ Services in accordance with this Licence Agreement or to further develop and market the Intent HQ Services.

3. Registering an account with us and API Keys

a. Your Intent HQ Account, registration and API Keys

You will need to register to create a Intent HQ account in order to use the API and any Intent HQ Services. You agree that any information that you give to us about yourself for your account will always be accurate and up to date (including your email address and other required contact information).

We may use a third party to perform billing services or credit card processing services on our behalf in connection with your Intent HQ account.

To continue to use your Intent HQ account, the API or some Intent HQ Services, you may be required by us from time to time to provide certain additional information (such as authentication, identification or additional contact details). Intent HQ may discontinue your access to or use of the API or any Intent HQ Services if your contact information is not accurate or up-to-date or you do not respond to our communications directed to verifying your information.

If you are:

(A) under 18 years of age; or
(B) a person barred from using or receiving APIs under the applicable laws of the United Kingdom or any other countries (including the country in which you are resident or from which you intend to access or use the APIs or any other Intent HQ Services),

then you must not register to create a Intent HQ account or access or use the API or Intent HQ Services or agree to accept the terms of this Licence Agreement.

In order to use any of the Intent HQ Services, you may be required to obtain a unique API Key from Intent HQ. The API Key is the property of Intent HQ. We may issue one or more API Keys to enable your access. You may only access the API with the API Keys.

You may only use your Intent HQ account, the API and API Keys with Your Application and the digital platforms (such as your Sites and devices) for which you applied. You may access (or attempt to access) the API only by the means described in the API Documentation.

You are responsible for maintaining the secrecy and security of your Intent HQ account and the API Keys. You are fully responsible for all activities that occur using your Intent HQ account and the API Keys, regardless of whether such activities are undertaken by you or a third party. You may not share, sell, transfer, sublicense or otherwise disclose your Intent HQ account or password or API Keys to any other person.

If you learn of any unauthorised use of your Intent HQ account or API Keys, then you must contact us immediately at customersupport@intenthq.com

If this Licence Agreement is terminated for any reason, your access to your account and the API will be revoked immediately and you agree to destroy your API Key so that no one else has access to it.

b. Limitations on your use of your Intent HQ account or the API

From time to time and without notice to you, we may limit your access to your Intent HQ account, the API and any other Intent HQ Services including limiting:

(A) the number of network calls that Your Application may make via the API;
(B) the number of API requests that you can make;
(C) maximum file sizes;
(D) the maximum Intent HQ Content that may be accessed by you; and
(E) anything else about the API.

We may post information about our usage limitations on the Intent HQ Site and we may change such usage limits at any time and use technical measures to prevent over-usage or to stop usage of the API by an Application after our usage limitations are exceeded.

4. Your responsibilities and restrictions

a. Your responsibility for your use and conduct and for Your Users

You agree that you are solely responsible for the use by you and Your Users of the API and any other Intent HQ Services and for any consequences arising from that use. You agree to require Your Users to comply with all applicable laws and your obligations contained in this Licence Agreement and any API Specific Terms.

b. Your compliance with laws and this Licence Agreement

You agree to use the API and any other Intent HQ Services only:

(A) as permitted by applicable laws (including, without limitation, applicable laws regarding privacy and data protection and intellectual property rights) and for purposes that are lawful and proper under applicable law; and
(B) in accordance with and authorised by this Licence Agreement and any API Specific Terms.

c. Restrictions on your use

When using the API and any other Intent HQ Services, in addition to the other restrictions in this Licence Agreement, you agree that you will not, directly or indirectly, and will not procure another person to do any of the following:

(A) sublicense or purport to sublicense the API for use by a third party (unless we have expressly given you prior written approval to do that);
(B) create an application which performs substantially the same use or function as the API and offer that user or function to third parties;
(C) use the API for any purpose to enable you to personally identify or contact Your Users, except where you have the express permission of Your Users or are otherwise permitted under applicable law to do so;
(D) disclose Intent HQ’s Confidential Information to any third party without Intent HQ’s prior written consent;
(E) use any Intent HQ Trade Marks except as permitted by this Licence Agreement;
(F) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice (including any notice of intellectual property or proprietary right or any display of attributions to Intent HQ in Your Application or on your Site or its toolbars) appearing on or contained within the API or any Intent HQ Content;
(G) without our express prior written approval, sell, resell, redistribute, sublicense, or transfer (i) any Intent HQ Content; or (ii) any application that uses the API or that incorporates or displays Intent HQ Content (including on or within any application, platform, the Intent HQ Site, or service including social networking Sites that require you to sublicense or otherwise give rights in or to Intent HQ Content to any other person or entity);
(H) interfere with or disrupt services or servers or networks connected to the Intent HQ Site, or disobey any of our requirements, procedures, policies or regulations of networks connected to the Intent HQ Site or interfere, or attempt to interfere, in any manner with the functionality or proper working of the API;
(I) circumvent or modify or seek to circumvent or modify any API Keys or our security mechanisms or limits on number of API requests;
(J) create accounts for any other person by automated means or under false or fraudulent pretences;
(K) request, collect, solicit or otherwise obtain access to sign-in names, passwords or other authentication credentials for Intent HQ, other than by directing Your Users to Intent HQ in the mechanism specifically provided by the API;
(L) imply inaccurate creation, affiliation, sponsorship or endorsement of you or Your Application(s) by Intent HQ or claim any Intent HQ Content as your own;
(M) use any robot, spyder, scraping, site search/retrieval application or other device to retrieve, index, access or use any portion of the Intent HQ Site or the API to obtain any information beyond what we provide to you under this Licence Agreement;
(N) transmit any malware, spyware, viruses, worms, defects, Trojan horses, malicious or harmful code or use any items of a destructive nature, or compile or use any Intent HQ Content for the purpose of spamming or promote or facilitate disruptive commercial messages or advertisements;
(O) collect or use information about Your Users for any unauthorised purpose;
(P) utilise the optical character recognition (“OCR“) results or data obtained by submitting Intent HQ Content with images or PDF files to OCR software for any independent purpose besides locating such Intent HQ Content among notes within your Intent HQ account;
(Q) without our express prior written approval, access or use the API for the purpose of aggregating, analysing, extracting, or repurposing any Intent HQ Content;
(R) attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Intent HQ Content or reverse engineer, disassemble, decompile (except to the extent such right cannot be excluded or limited by law and then only when our express permission has been sought and refused), or otherwise derive any source code of or relating to the API or any software included in Intent HQ Content;
(S) use the APIs or any Intent HQ Services to encourage or promote illegal activity;
(T) use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of the API Documentation;
(U) have Your Application(s) or your or Your Users’ use of Intent HQ Services (including the API): (i) be false, inaccurate or misleading; (ii) infringe on any third party’s copyright, patent, trade mark, trade secret or other property rights or rights of publicity or privacy; (iii) breach any applicable laws or generally accepted practices in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, anti-discrimination or false advertising); (iv) be defamatory, libellous, threatening, harassing, obscene or offensive; or (v) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; or
(V) provide any data or information to us unless you represent and warrant that it is accurate and you have all rights necessary to provide such data or information to us for our use.

5. Monitoring and enforcement

a. Monitoring

You agree that Intent HQ may (but is not obliged to) monitor or audit Your Application(s) or activities relating to your use or Your Users’ use of the API.  You will not seek to block or otherwise interfere with our monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring or audit.

You agree, throughout the term of this Licence Agreement, to monitor content generated by Your Users through your or Your Users’ use of the API and any other Intent HQ Services and to install and continually use reasonably appropriate software to moderate any such content to ensure your compliance with this Licence Agreement.

b. Corrective Action

If Intent HQ, in its sole discretion, believes that you have breached this Licence Agreement, or that you have engaged in fraudulent activity, we may take any and all steps we deem appropriate, including issuing a warning, conducting an investigation, or suspending your API licence or your Intent HQ account.  In addition to any other available remedies, Intent HQ may, at its sole discretion, seek specific performance, injunctive relief or legal fees. We reserve the right to take other corrective action as Intent HQ sees fit in the event that we receive complaints from Your Users about Your Application or your actions. You agree to require Your Users to comply with applicable laws.

6. Intellectual property rights

a. Our ownership

All rights, including copyright and other intellectual property rights, in and to the Intent HQ Trade Marks, the API and any other Intent HQ Services are owned by or licensed to Intent HQ.

If you acquire any copyright or other intellectual property rights in any of the Intent HQ Trade Marks, the API or any other Intent HQ Services (whether by operation of law or otherwise), then you agree to assign those rights to us (including any rights you may have in user generated content that you submit through the Intent HQ Site) on a worldwide basis absolutely to the fullest extent permitted by law. You will also unconditionally and irrevocably waive any and all moral rights you acquire in or to any of the Intent HQ Trade Marks, the API or any of the Intent HQ Services.  You further agree to execute all such documents and do all such acts and things as we may reasonably require in order to assign any such rights to us and to waive any moral rights you acquired.

As between Intent HQ and you: (i) Intent HQ retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the API and all Intent HQ Services and the Intent HQ Trade Marks, and any content Intent HQ creates or derives there from; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in or associated with Your Application.

If you provide feedback or suggestions about the API, then we may use such information without obligation to you.

There are no implied licences under this Licence Agreement, and any rights not expressly granted to you by this Licence Agreement are reserved by Intent HQ or its suppliers. You will not take any action inconsistent with Intent HQ’s ownership of the API or any of the Intent HQ Services or Intent HQ Trade Marks.

b. Attribution, Publicity, Promotional and Marketing Use

You agree to display any attribution(s) required by Intent HQ from time to time as may described in the API Documentation and to only use the Intent HQ Trade Marks in accordance with this Licence Agreement.

You understand and agree that Intent HQ has the sole discretion to determine whether any attribution(s) or use of the Intent HQ Trade Marks by you are in accordance with this Licence Agreement.

You will not make any statement regarding your use of the API or any other Intent HQ Services which suggests partnership, agency, joint venture, sponsorship or endorsement by Intent HQ without Intent HQ’s prior written approval.

7. Support

Intent HQ has no obligation to provide you or Your Users with support, software upgrades, enhancements or modifications to the API (“Support“). You understand and agree that you are solely responsible for providing Your Users with support and any other technical assistance for Your Application.

8. Confidential Information

Except to the extent set out in this Section 8, or where disclosure is expressly permitted elsewhere in this Licence Agreement, each party shall:

(A) treat the other party’s Confidential Information as confidential; and
(B) not disclose the other party’s Confidential Information to any other person without the owner’s prior written consent.

The obligations in respect of Confidential Information shall not apply to the extent that:

(C) such information was in the possession of the party making the disclosure, without obligation of confidentiality, prior to its disclosure;
(D) such information was obtained from a third party without obligation of confidentiality;
(E) such information was already in the public domain at the time of disclosure otherwise than through a breach of this Licence Agreement; or
(F) such information was independently developed without access to the other party’s Confidential Information.

You shall not use any of Intent HQ’s Confidential Information received otherwise than for the purposes of this Licence Agreement however nothing in this Section 8 shall prevent either party from using any techniques, ideas or know-how gained during the performance of this Licence Agreement in the course of its normal business to the extent that this use does not result in a disclosure of the other party’s Confidential Information or an infringement of the other party’s intellectual property rights.

9. Viruses

We use all reasonable efforts to ensure that the API and any other Intent HQ Services are free from software viruses.  However, we do not guarantee that your use of API and any other Intent HQ Services is or will be virus-free.  It is your responsibility to ensure that the computer or other devices with which you may access the API and any other Intent HQ Services has appropriate virus screening software.

10. Data protection and information security

a. Definitions

In this Section 10, the terms “personal data”, “data processor”, “data controller” and “process” or “processing” have the meaning given to those terms in the Data Protection Act 1998.

With respect to your use of the API and any personal data (including, as the case may be, any of Your Data) processed using the API under this Licence Agreement, you agree that you are the data controller and that we are the data processor and that you solely are responsible for determining the manner and purpose of any processing of that data by us.

b. Use of Your Data by us

In respect of Your Data, you (or where applicable your suppliers) retain the intellectual property rights in such data.  We do not claim any ownership in Your Data.  You grant to us a revocable, world-wide, royalty-free, and non-exclusive licence to use, display and distribute Your Data on your behalf, solely for the purpose of allowing us to deliver the Intent HQ Services to you and Your Users.  Such licence will terminate immediately you cease to use the Intent HQ Services to submit, post or display Your Data and/or this Licence Agreement is terminated in accordance with its terms.

c. Compliance with the Data Protection Act 1998

You will comply with the Data Protection Act 1998 in relation to all processing of the personal data of Your Users.

d. Communication with Intent HQ

You agree that we may send you certain communications from time to time (including in connection with your use of the API and any other Intent HQ Services).  Please review the https://github.com/intenthq/docs/wiki or http://intenthq.difr.co/privacy-policy/ for information about opting out of certain types of communication.

11. Fees

a. Amount of fees

API licence fees arise from the date you first agree to the Licence Agreement for that API (the “Commencement Date“).

You agree to pay from the Commencement Date and for the term the fees for the use of our APIs and Intent HQ Services as published by us (and incorporated herein by this reference and as amended by us from time to time) for:

  • Primary Domain Setup fees;
  • Additional Domain Setup fees;
  • Monthly fees;
  • Registered User and other Variable fees; and
  • such other fees charged for your use of any Intent HQ Services,

(together, the “Fees“).

All Fees are charged in English pounds sterling currency unless otherwise notified to you.

Any changes to our Fees will be effective 7 days after we post notice of that change on http://intenthq.difr.co/ or after we otherwise directly tell you about the change.

We may choose to temporarily change our Fees for promotional events and those changes are effective when we post the promotional event.  If we introduce a new API or API feature, the fees for that API or feature (if any) are effective at the date of our launch of the API or feature.

Unless otherwise stated, our Fees do not include any taxes of any nature such as VAT or withholding taxes as may be applicable (together, “Taxes“).  You are responsible for paying all Taxes associated with your purchase of the API and/or Intent HQ Services under this Licence Agreement.  If we have a legal obligation to pay or collect Taxes for which you are responsible, we will invoice and you agree that you will pay the amount of those Taxes.

Fees paid by you to us are non-refundable, whether or not you use the API or Intent HQ Services purchased.

b. Payment of fees

Payments of Fees are processed via credit or debit card or direct debit on your bank account. You will provide us with valid and updated bank or credit or debt card information and you authorise us to debit or charge such account or card for the amounts of the Fees.

(A) Setup Fees

Debits or charges for Primary Domain Setup Fees are payable on the Commencement Date.
Debits or charges for any Additional Domain Setup Fees are payable when you request the additional domain to be set up.

(B) Monthly Fees and other Intent HQ Services Fees

The monthly licence period, for which Monthly Fees are payable, begins on the Commencement Date. Your monthly licence is automatically renewed until this Licence Agreement is terminated.
Debits or charges for Monthly Fees are payable in advance on the first day of each month during the term.
Debits or charges for any other Fees which may be payable for Intent HQ Services under this Licence Agreement, if not specified in the Pricing Policy, are payable at the time the applicable service is provided or expense is incurred.

(C) Registered User and Variable Fees

Debits or charges for Registered User and Variable Fees (if any) will be payable 7 days after the end of each month during the term for activity that occurred during the previous month.

(D) Suspension

You must pay all Fees by their due date.

If any amount owing by you is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorised us to charge to your credit or debit card or bank account), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend the Intent HQ Services and/or API until such amounts are paid in full.

c. Fees on termination

Upon effective termination of this Licence Agreement, you remain responsible for Fees already incurred up to the effective termination date but you will not be charged for additional periods.

For example, our Registered User Fee billing cycle is on the last day of every month and our Monthly Fee billing cycle is on the first day of every month.  If your termination notice is effective from the 24th day, you will still have to pay for the current month’s Registered User Fees (if any) and, as you are required to give 30 days notice to terminate, you will have to pay the Monthly Fee for the following month only.

12. Termination

a. Termination

Either party may terminate this Licence Agreement by providing the other party with 30 days’ prior written notice, but such termination will only be effective after at least 6 months have elapsed since the Commencement Date.

In the event that you breach this Licence Agreement or you are subject to any event of insolvency, Intent HQ reserves the right to immediately on written notice to you terminate this Licence Agreement or to discontinue your use of the API or any portion or feature of it or any other Intent HQ Services without liability or any other obligation to you.

b. Your Obligations Post-Termination

Upon termination of this Licence Agreement for any reason, you agree to do all of the following.

  • stop your use of the API and Intent HQ Trade Marks;
  • destroy your API Key so that no one else has access to it;
  • delete any cached or stored content that was permitted under this Licence Agreement; and
  • pay all Fees due and payable within 30 days after any invoice we send to you for them.

c. Surviving Provisions

When this Licence Agreement is terminated, the terms in it that by their nature are intended to continue indefinitely will continue to apply.

13. Liability for our APIs

a. You warrant and represent to Intent HQ that:

(A) you have the authority to enter into this Licence Agreement on your own behalf or on behalf of any company or other legal entity by which You are employed and that wishes to use the API;
(B) you will comply with all applicable including, without limitation, applicable intellectual property and data protection laws, in connection with your use and storage of the API and your use of the API and processing of Your Data;
(C) you will obtain and maintain any and all necessary licences, consents and permissions in connection with your use of the API;
(D) you have assessed the suitability of the API and the Intent HQ Services for your needs; and
(E) you are responsible for your own protection from viruses and maintaining effective anti-virus screening software.

b. Provision of the API “as is”

Neither Intent HQ nor its suppliers or distributors make any specific promises about the API or any other Intent HQ Services.  We do not provide any warranty about the quality of the API or the content accessed through the API or any other Intent HQ Services, or their reliability, availability or ability to meet your needs or that the API or any Intent HQ Services is virus free or free of defects.  The API and any other Intent HQ Services are provided to you on an “as is” basis. Any implied warranties or conditions under any applicable law as to suitability or fitness for a particular purpose are excluded by us to the maximum extent permitted by applicable laws.

c. Limitation of Liability

To the maximum extent permitted by applicable laws, you expressly understand and agree that Intent HQ, its Affiliates and licensors and our or their respective directors, officers, employees and agents, shall not be liable to you for any direct, indirect, incidental special, consequential or exemplary losses or damages, including, but not limited to, losses or damages for loss of profits, goodwill, reputation, use, data, cover or any intangible losses (even if Intent HQ has been advised of the possibility of such loss or damage) resulting for any of the following:

(A) the use of or the inability to use the API or any Intent HQ Services;
(B) unauthorised access to or the loss, corruption or alteration of Your Application, transmissions, content or data;
(C) statements, conduct, acts or omissions of any third party using the Application or the Intent HQ Services or the API;
(D) Intent HQ’s actions or omissions in reliance upon your account information and any changes thereto or notices received from there;
(E) your failure to protect the confidentiality and security of any passwords, API Keys or access rights to your account or the account information of any of Your Users;
(F) the termination of availability of the API or this Licence Agreement; or
(G) any other matter relating to the API or any Intent HQ Services.

To the maximum extent permitted by law, the total liability of Intent HQ and its suppliers or distributors for any claim under this Licence Agreement is limited to the amount payable by you, or that you paid to us, to use the API or Intent HQ Services (or, if we choose, to supplying you with the API or the Intent HQ Services again) during the 6 months prior to the event giving rise to the liability.

In all cases, to the maximum extent permitted by law, Intent HQ and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable.

Nothing in this Licence Agreement:

(H) limits your responsibility for infringement by you or Your Users of our or others’ intellectual property rights; or
(I) limits you or us for any liability for:

  1. death or personal injury caused by either our or your negligence or by the negligence of our or your employees, agents or sub-contractors;
  2. fraud;
  3. breach of any obligations as to title implied by any applicable law; or
  4. any other act or omission, liability for which may not be limited under an applicable law.

b. Indemnity

You agree to hold harmless and indemnify Intent HQ, and its Affiliates, officers, agents, and employees, or partners, from and against any third party claim arising from or in any way related to:

(A) your or Your Users’ use of the API;
(B) your or Your Users’ use of any of the Intent HQ Services; or
(C) your breach or Your Users’ breach of this Licence Agreement,

including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments and legal fees, of every kind and nature (including, without limitation in relation to the use of Confidential Information or the intellectual property of Intent HQ, including the Intent HQ Trade Marks).

In such a case, Intent HQ will provide you with written notice of such claim, suit or action.

14. General provisions

a. Entire agreement

This Licence Agreement constitutes the entire agreement between you and Intent HQ and governs your use of the API and the Intent HQ Services.

If, through accessing or using the API or the Intent HQ Services, you use or obtain any product or service from a third party, you may additionally be subject to such third party’s terms and conditions applicable thereto, and this Licence Agreement will not affect your legal relationship with such third party.

b. Our relationship and the rights of third parties

Nothing in this Licence Agreement is intended to create a partnership or legal relationship of any kind that would impose liability on one party for the act or failure to act of the other party, or to authorise either party to act as agent for the other party.  Neither party shall make representations, act in the name of, on behalf of or otherwise bind the other party.

You acknowledge and agree that each Affiliate of Intent HQ shall be a third party beneficiary to this Licence Agreement and that such other parties shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on (or provides rights in favour of) them. Other than this, no other person or company shall be a third party beneficiary to this Licence Agreement and except as expressly stated in this Licence Agreement, a person who is not a party to this Licence Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

c. Governing law

This Licence Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by the law of England and Wales.

You agree with us that the courts of England and Wales have exclusive jurisdiction to determine any dispute or claim that arises out of or in connection with this Licence Agreement or its subject matter or formation (including non-contractual disputes or claims).

d. Waiver and invalidity

The failure or delay by Intent HQ to exercise or enforce any right or provision of this Licence Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. If any provision of this Licence Agreement is found by a court of competent jurisdiction to be invalid, you agree with us that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Licence Agreement remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the API or any Intent HQ Services or otherwise under this Licence Agreement must be filed within one (1) year after such claim or cause of action arose.

e. Assignment

You may not assign or transfer your rights or obligations under this Licence Agreement, except that both you and Intent HQ may assign this Licence Agreement to a third party into which it has merged or which has otherwise succeeded to all or substantially all of its business and assets to which this Licence Agreement pertains, by purchase of stock, assets, merger, reorganization or otherwise, and which has assumed in writing or by operation of law its obligations under this Licence Agreement.

f. Notices to Intent HQ

Any notices to Intent HQ must be sent to our corporate headquarters address as set out on the Intent HQ Site via first class or airmail or overnight courier, and is deemed given upon receipt.

15. Definitions

a. Defined Terms

In this Licence Agreement, the following terms have the meanings set out below.

“Affiliates” are all companies that directly or indirectly control or are controlled by us.

“API Documentation” means the documentation accompanying the API at https://github.com/intenthq/docs/wiki and such other instructions as we may notify you from time to time in relation to your use of the API, as amended by us from time to time.

“API Keys” means the confidential unique security keys, tokens, passwords and/or other credentials for accessing and using the API and managing your account which is provided by Intent HQ to you.

“Commencement Date” means the date you first agree to this Licence Agreement.

“Confidential Information” means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing party, together with all information derived by the receiving party from any such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”), or which ought reasonably be considered to be confidential.

“Fees” the fees for the use of our APIs and Intent HQ Services set out in our Pricing Policy as published and amended by us from time to time including, without limitation, Primary Domain Setup fees, Additional Domain Setup fees, Monthly fees, Registered User and Variable fees.

“Intent HQ Content” means all of the information stored in and retrieved from Intent HQ databases including any software code, the content on the Intent HQ Site and the API Documentation but excluding any information that you obtain lawfully and independently of Intent HQ and the API.

“Intent HQ Services” means the APIs and our provision of the Intent HQ Content and any support services which Intent HQ may make available to you under this Licence Agreement.

“Intent HQ Site” means a site that is owned or operated by us or our Affiliates in respect of which we may make available, including intenthq.com

“Intent HQ Trade Marks” means “Intent HQ”, the application for the Community Trade Mark No. E10929644, the dotted globe device and such other trade marks, trade names, service marks, logos and company names that Intent HQ may develop from time to time.

“Site” means a website.

“You” or “your” means the applicant.

“Your Application” means any software application(s), site(s) or other interface that you create, develop, own or operate to interact with the API or read, update or delete certain content from Your Users, including notes, embedded resources, tags, notebooks and saved searches.

“Your Data” means all of the information and content provided, generated, transmitted or displayed via the Intent HQ Services by you or Your Users.

“Your Users” means the end-users of Your Application, your service providers, and anyone who sublicenses Your Application.

b. Interpretation

If there is a conflict or ambiguity, then the terms set out in any API Specific Terms shall prevail over the terms set out in this Licence Agreement, including policies and guidelines and the API Documentation and the provisions contained in the body of this Licence Agreement shall prevail over the API Documentation.

Section headings in this Licence Agreement are for convenience only and have no legal or contractual effect.