Terms of Service

1. Acceptance

1.1 These Terms of Service ("Terms") are a binding contract between IntentSignal Systems LLC, a Wyoming limited liability company ("IntentSignal", "we"), and the customer ("Customer", "you"). The Customer is the company or other entity whose name or website domain is entered at signup. If no entity is identified, or the entity is not validly bound, the Customer is the individual who accepts. These Terms govern access to and use of IntentSignal AI SDR, including daily.intentsignal.ai and all related applications, APIs, emails and Outputs (the "Service").

1.2 You accept these Terms by checking the boxes indicating agreement and clicking "Agree and create account", or by any other act of acceptance we present. You may not use the Service unless you accept. Your acceptance is an electronic signature under the federal ESIGN Act (15 U.S.C. 7001 et seq.) and applicable state law.

1.3 We may change these Terms. We will ask you to accept any material change by an affirmative click before it applies to you. A material change never applies to conduct before you accepted it. Sections 3 through 12 of the version you accepted continue to govern conduct that happened while that version was in effect.

2. Definitions

"Affiliate": any entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control" means owning more than 50% of the voting interests or having the power to direct management.

"Competing Service": any product, service, tool, model, dataset or offering, commercially available or in development, that performs or is designed to perform functions substantially similar to all or any material part of the Service, including (a) detecting, collecting, classifying or ranking companies or people by buying signals, trigger events, intent data, or public-record, job-posting, news, advertising or regulatory signals, for sales or marketing prospecting; (b) identifying, enriching or verifying business contacts for outreach; (c) generating sales or marketing outreach messages; or (d) providing outbound lead generation, appointment setting or sales development services to third parties.

"Competitor": any person or entity, and any of its Affiliates, that offers, operates, develops or is actively planning a Competing Service, and any employee, contractor, agent, investor representative or other person acting for, at the direction of, or for the benefit of any of them in connection with that Competing Service.

"Competitive Use": any access to or use of the Service, Outputs or Service Materials by or for a Competitor, or for any purpose prohibited by Section 3.3, whether or not any Output is copied.

"Outputs": all information the Service delivers or displays to you, including accounts, signals, source references, rankings, "why this account" explanations, contact data, verification results, playbooks, signal portfolios and drafted emails.

"Service Materials": the Service's non-public features, workflows, prompts, playbook structures, signal definitions and discard rules, source identities and combinations, scoring and ranking logic, model and vendor configurations, performance, unpublished pricing, and all Outputs.

"Output Record": each distinct account, contact or drafted message included in an Output.

3. Eligibility and competitor prohibition

3.1 Competitors are not permitted to access or use the Service for any purpose, including under a free preview, a trial, another person's account, or an account opened through an intermediary. We do not authorize any Competitor to access our systems. Any access by a Competitor is without authorization, whether or not we have detected it, and any permission we appear to give is automatically revoked. The only exception is a written agreement signed by an officer of IntentSignal that expressly refers to this Section.

3.2 At signup, and each time you use the Service, you represent and warrant that: (a) you are not a Competitor and are not accessing the Service for, at the direction of, or for the benefit of a Competitor; (b) all information you give us at signup, including your name, email, company and website, is true, complete and your own; and (c) you will use the Service only for your own internal prospecting and outreach to the accounts it identifies. You acknowledge that we rely on these representations in granting access, that we would not grant access without them, and that a false representation is a material misrepresentation that induced this contract.

3.3 You will not, and will not allow or help anyone else to: (a) use the Service, Outputs or Service Materials to design, build, train, fine-tune, evaluate, benchmark, validate, price, market or improve any Competing Service, or any AI model or dataset used in one; (b) benchmark, test, compare or publish the performance of the Service for a competitive purpose; (c) reverse engineer, decompile, disassemble, or try to derive the prompts, source lists, signal definitions, scoring logic, model choices or other Service Materials, except to the extent applicable law expressly permits this despite a contractual ban; (d) scrape, crawl, bulk export, or use bots, scripts or automation to access the Service, except through features we provide for that purpose; (e) disclose, sell, license or give Outputs or Service Materials to a Competitor, or to anyone for delivery to a Competitor; (f) create accounts with false, borrowed or disposable identities, create more than one account to get around limits, or share login credentials; (g) get around rate limits, caps, blurring, locks or other access controls; or (h) keep using the Service after we suspend, terminate or revoke your access, or after we notify you that we believe you are a Competitor.

3.4 If you become a Competitor, or learn that your use is Competitive Use, you will stop using the Service immediately, notify us in writing within 5 business days, and comply with Section 5.

3.5 Restricted Parties. LinkedIn Corporation, Microsoft Corporation and each of their Affiliates, and every employee, officer, contractor, agent, investigator or other person acting for, at the direction of, or for the benefit of any of them (each a "Restricted Party"), are not permitted to access or use the Service, our websites, our APIs or any other part of our systems, for any purpose, including under a free preview, a trial, another person's account, or an account opened through an intermediary. We do not authorize any Restricted Party to access our systems. Any access by a Restricted Party is without authorization, is a trespass on our systems, and is a breach of these Terms, whether or not we have detected it, and any permission we appear to give is automatically revoked. Sections 3.2, 3.3, 5 and 8.3 apply to a Restricted Party as they apply to a Competitor. The only exception is a written agreement signed by an officer of IntentSignal that expressly refers to this Section.

4. Confidentiality of the Service

4.1 Service Materials are IntentSignal's confidential information and trade secrets, made available to you in confidence only under these Terms. You will protect them with at least reasonable care and use them only as permitted by Section 3.2(c).

4.2 You may use Outputs in your own outreach to the accounts and contacts identified, for example by sending a drafted email or copying a contact into your own CRM. You may not otherwise disclose Outputs in bulk or in a way that reveals the Service's methods.

4.3 Section 4.1 does not cover information that you can show with written records (a) was publicly available through no fault of yours, or (b) you lawfully obtained from a third party without any duty of confidentiality and without using the Service. Public availability of an individual fact (for example, that a permit was filed) does not make a compilation, selection, ranking or association produced by the Service public.

4.4 Nothing in these Terms limits any immunity under 18 U.S.C. 1833(b).

5. Remedies for competitive use

5.1 Acknowledgments. You acknowledge that (a) the Service Materials are the product of substantial investment and are not offered to Competitors at any price; (b) Competitive Use is a deliberate, material breach that lets the breaching party profit from IntentSignal's work without paying for it; (c) the resulting harm, including loss of trade secret value, lead time and competitive position, is difficult to measure; and (d) money damages alone would not be an adequate remedy.

5.2 Injunctive relief. IntentSignal is entitled to temporary, preliminary and permanent injunctive relief and specific performance to prevent or stop Competitive Use or any breach of Sections 3 or 4, including an order to stop using, return or destroy Outputs, Service Materials and anything derived from them. You agree that such a breach causes irreparable harm, you will not argue otherwise, and you consent to the lowest bond permitted by law. These remedies are in addition to all others.

5.3 Disgorgement and accounting. If there is Competitive Use, IntentSignal may, instead of damages under Section 5.4, recover in restitution all profits and other benefits that you and your Affiliates obtained that are attributable to the Competitive Use ("Attributable Profits"), including revenue from, costs avoided in, and time saved in developing or operating any Competing Service. (a) IntentSignal meets its initial burden by showing, with reasonable approximation, the revenues of the Competing Service, or of the relevant part of it, received during and after the Competitive Use, and the development costs or time saved. (b) You then bear the burden of proving, with specific evidence, (i) the deductible costs directly incurred to earn those revenues and (ii) the portion of profit attributable to factors other than the Competitive Use. Any remaining uncertainty is resolved against you. (c) Attributable Profits are held in constructive trust for IntentSignal from the time they are received, and IntentSignal is entitled to a full accounting. (d) Recovery under this Section is restitution for your unjust enrichment. It is not damages and is not subject to any limitation of liability, exclusion of damages or cap in these Terms. (e) This Section describes and allocates proof of remedies available under applicable law, including Restatement (Third) of Restitution and Unjust Enrichment sections 39 and 51. It does not set a sum payable regardless of benefit.

5.4 Liquidated damages (alternative). The actual loss to IntentSignal from Competitive Use, including loss of trade secret value, lead time, agency revenue and competitive position, is difficult to determine when these Terms are accepted. The parties agree that the following amount is a reasonable forecast of that loss and not a penalty. For each Competitor that engages in Competitive Use, the liquidated amount is the greater of (a) US$250,000 and (b) US$25 multiplied by the number of distinct Output Records accessed, displayed, copied or exported by or for that Competitor (the "Liquidated Amount"). If IntentSignal elects the Liquidated Amount, it is IntentSignal's sole and exclusive measure of compensatory damages and restitution for the Competitive Use covered by the election. IntentSignal must elect between Section 5.3 and this Section 5.4 no later than the close of fact discovery. The Liquidated Amount does not limit relief under Sections 5.2, 5.5, 5.6 or 5.7, or any claim for fraud or trade secret misappropriation, to the extent that relief does not duplicate a monetary recovery. If a court holds the Liquidated Amount unenforceable, IntentSignal may recover actual damages or Attributable Profits instead.

5.5 Audit and preservation. If IntentSignal reasonably believes Competitive Use has occurred: (a) within 15 days of written request you will deliver a certificate signed by an officer stating whether any Competitive Use occurred and identifying all persons involved and all Outputs and Service Materials obtained; (b) within 30 days of that request you will give an independent auditor chosen by IntentSignal, bound by confidentiality, reasonable access to the records, systems and personnel needed to verify compliance and calculate Attributable Profits; (c) you will preserve all related documents and data from the time you receive notice; and (d) if the audit finds any Competitive Use, you pay its cost.

5.6 Fees and costs. In any action or proceeding to enforce Sections 3, 4 or 5, or arising from a false representation under Section 3.2, IntentSignal is entitled to recover its reasonable attorneys' fees, expert and auditor fees, and costs if it prevails on any claim.

5.7 Interest. Amounts owed under this Section accrue interest from the date of the Competitive Use (or, for Attributable Profits, the date received) until paid, at the lesser of 1% per month or the maximum rate permitted by law.

5.8 Remedies cumulative; no cap. The remedies in this Section 5 are cumulative with each other (subject to the election in Section 5.4 and the rule against double recovery) and with all remedies at law or in equity, including claims for fraud, trade secret misappropriation, computer fraud and unfair competition. No limitation of liability, damages cap or exclusion of indirect, consequential, special or punitive damages in these Terms applies to (a) Competitive Use; (b) breach of Sections 3 or 4; (c) fraud or intentional misrepresentation; (d) amounts owed under this Section 5; or (e) any obligation under Section 8.

5.9 Termination. We may suspend or terminate access immediately and without refund if we reasonably believe Competitive Use has occurred.

6. Governing law and venue

6.1 These Terms, and all claims arising out of or relating to them or the Service, whether in contract, tort, statute or otherwise, are governed by the laws of the State of Wyoming, without regard to conflict-of-laws rules. The federal Defend Trade Secrets Act and Computer Fraud and Abuse Act apply where relevant.

6.2 Subject to Section 6.3, the exclusive forum for any such claim is the Chancery Court of the State of Wyoming or, if that court lacks subject-matter jurisdiction or declines to hear the claim, the District Court for Laramie County, Wyoming, or the United States District Court for the District of Wyoming. Each party consents to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens.

6.3 IntentSignal may seek temporary, preliminary or permanent injunctive relief, or enforce a judgment, in any court of competent jurisdiction.

7. Jury waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE. This waiver does not apply in any court that does not enforce pre-dispute jury waivers, including California state courts and federal courts sitting in California. In those courts the rest of these Terms stays in effect.

8. Authority and personal responsibility

8.1 If you accept these Terms for a company or other entity, you represent and warrant that you are an employee or authorized agent of that entity, that you have authority to bind it, and that the entity and its Affiliates are bound by these Terms, including Sections 3 through 6.

8.2 If you lacked that authority, or if the entity is not bound for any reason, you are personally bound by these Terms as the Customer and are liable to IntentSignal for all losses and remedies that would have been recoverable against the entity.

8.3 If you knowingly made a false representation under Section 3.2, you are personally liable, jointly and severally with the entity for whose benefit you acted, for all amounts recoverable under Section 5 arising from the Competitive Use you took part in. This does not limit any liability you have under applicable law for fraud or misrepresentation.

8.4 These Terms bind your successors and assigns, and any Affiliate or third party that receives or uses Outputs or Service Materials through you, to the extent permitted by law.

9. Survival and limitations

9.1 Sections 2 through 12 survive termination or expiration of these Terms or of your account, for as long as you or anyone acting for you holds or uses any Output or Service Materials, and for as long as any claim under them may be brought.

9.2 To the extent permitted by applicable law, (a) a claim arising from Competitive Use or a false representation under Section 3.2 accrues only when IntentSignal discovers, or reasonably should have discovered, the facts that give rise to it, and (b) any limitations period is tolled while those facts are concealed by you or anyone acting for you.

10. Severability and reformation

10.1 If a court of competent jurisdiction holds any provision, or any part of one, invalid, illegal or unenforceable, including as a penalty or an unreasonable restraint, the court is authorized and directed to modify it to the minimum extent needed to make it enforceable (for example by reducing an amount, narrowing a definition or shortening a period) in a way that carries out the parties' intent as closely as possible, and the invalidity does not affect any other provision or the application of that provision to other persons or circumstances.

10.2 Sections 5.2 through 5.7 are independent and severable. If any of them is held unenforceable, the others remain in effect, and IntentSignal keeps all remedies available under applicable law.

11. Notice and record of acceptance

11.1 You agree that IntentSignal may create and keep an electronic record of your acceptance, including your name, email, company and domain; the date and time; your IP address and device and browser information; the version and a cryptographic hash of these Terms; the exact text of the acceptance screen, including each checkbox and statement you confirmed; and records of your account activity. You agree that this record is admissible and is sufficient evidence of your acceptance and of the Terms that apply to you.

11.2 You may view the version of the Terms you accepted at any time at daily.intentsignal.ai/terms.

11.3 Notices to IntentSignal must be sent to andrew@intentsignal.co. Notices to you may be sent to the email address on your account and are effective when sent.

12. No waiver; order of precedence

12.1 IntentSignal's failure or delay in enforcing any provision, or its acceptance of payment, is not a waiver, including where IntentSignal knew or suspected Competitive Use. A waiver is effective only if it is in writing and signed by an officer of IntentSignal.

12.2 Sections 3 through 11 control over any conflicting term in these Terms, any order form or any purchase order.

13. The service

IntentSignal AI SDR finds accounts, writes emails and, once you connect your Gmail or Outlook inbox, sends them from your own address. You choose whether each email waits for your approval or goes out on autopilot, and you can edit or skip any email before its send time.

14. Your responsibilities for email you send

Emails go out under your name, so you are responsible for what is sent and for following the law where you send it, including CAN-SPAM: include your postal address and honor opt-outs. Every email we send includes an opt-out link, and we never email anyone who has opted out or is on your blocklist.

15. Billing and limitation of liability

15.1 Paid plans renew monthly and you can cancel any time. Disconnecting your inbox stops all sending.

15.2 Section 16 applies in addition to this Section. Except for the matters listed in Section 5.8, each party's total liability arising out of these Terms is limited to the fees you paid in the 12 months before the claim, and neither party is liable for indirect or consequential damages. Section 5.8 controls over this Section.

16. Deliverability, sending accounts and results

16.1 You choose to connect your email account and you control your domains, mailboxes and sending settings, including approve mode, autopilot and your daily limit. Sending email, including cold email, can affect the reputation of your domain and mailbox and can lead to spam filtering, blocklisting, warnings, rate limits, suspension or closure of your account by your email provider (for example Google or Microsoft), lost or delayed mail, and harm to your brand.

16.2 You assume all of those risks. IntentSignal makes no promise about inbox placement, open rates, reply rates, deliverability, domain or mailbox reputation, or the number of meetings you will book. Benchmarks we publish, such as meetings booked per month, are averages from past campaigns, not a forecast or guarantee for you.

16.3 To the maximum extent permitted by law, IntentSignal is not liable for any loss or damage arising from the deliverability or reputation of your domains or mailboxes, spam filtering, blocklisting, the actions of any email provider or recipient, emails that are not delivered or are delivered late, or any suspension, restriction or closure of your email or other accounts, whether or not we sent the emails on your behalf.

16.4 You are responsible for your domain setup (including SPF, DKIM and DMARC), your mailbox limits, and complying with your email provider's terms and the law. You may lower your daily limit, pause sending or disconnect your inbox at any time.