This Intercom Subscription Terms of Service ("Agreement") is entered into by and between the Intercom entity set forth below ("Intercom") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Intercom pursuant to any Intercom ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered. This Agreement will govern Customer's initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
The "Effective Date" of this Agreement is the date which is the earlier of (a) Customer's initial access to any Service (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
As used in this Agreement, "Intercom" means (a) Intercom, Inc., a Delaware corporation with offices at 55 2nd Street, 4th Fl., San Francisco, CA 94105, USA, if Customer's billing address on the applicable Order Form is located in the states of Alabama, Georgia, Maryland, Michigan, Missouri, New Jersey, North Carolina, Ohio, or Pennsylvania; or (b) Intercom R&D Unlimited Company, an Irish company with offices at 2nd Floor, Stephen Court, 18-21 St. Stephen's Green, Dublin 2, Republic of Ireland, if Customer's billing address on the applicable Order Form is located anywhere else in the world.
Modifications to this Agreement : From time to time, Intercom may modify this Agreement. Unless otherwise specified by Intercom, changes become effective for Customer upon renewal of Customer's current Subscription Term (as defined below) or entry into a new Order Form. Intercom will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means. Customer may be required to click to accept or otherwise agree to the modified Agreement before renewing a Subscription Term or entering into a new Order Form, and in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If Intercom specifies that changes to the Agreement will take effect prior to Customer's next renewal or order (such as for legal compliance or product change reasons) and Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT. THIS AGREEMENT CONTAINS MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ IT CAREFULLY.
"Affiliate" means any entity under the control of Customer where "control" means ownership of or the right to control greater than 50% of the voting securities of such entity.
"AUP" means Intercom's Acceptable Use Policy, available at https://intercom.com/acceptable-use-policy or a successor URL.
"Contractor" means an independent contractor or consultant who is not a competitor of Intercom.
"Customer Data" means any data of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data submitted, uploaded or imported to the Services by Customer (including from Third Party Platforms) and (b) data provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.
"Customer Properties" means Customer's websites, apps, or other offerings owned and operated by (or for the benefit of) Customer through which Customer uses the Services to communicate with People.
"Dashboard" means Intercom's user interface for accessing and administering the Services that Customer may access via the web or the Intercom Apps.
"Documentation" means the technical user documentation provided with the Services.
"Feedback" means comments, questions, suggestions or other feedback relating to any Intercom product or service.
"Intercom App" means any mobile application or desktop client software included in the applicable Service that is made available by Intercom.
"Laws" means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data.
"People" (in the singular, "Person") means Customer's end user customers, potential customers, and other users of and visitors to the Customer Properties.
"Permitted User" means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.
"Sensitive Personal Information" means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act ("HIPAA"); or (iii) any other personal data of an EU citizen deemed to be in a "special category" (as identified in EU General Data Protection Regulation or any successor directive or regulation).
"Services" means Intercom's proprietary software-as-a-service solution(s), including the Dashboard, Intercom application programming interfaces (APIs), Intercom Code and Intercom Apps, as described in the applicable Order Form.
"Taxes" means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Intercom.
"Third-Party Platform" means any software, software-as-a-service, data sources or other products or services not provided by Intercom that are integrated with Services as described in the Documentation.
2.1. Services Overview. Intercom's Services are a suite of messaging software-as-a-service solutions offered through a single platform. The Services are designed to enable Customer to manage communications with People through the entire lifecycle of their relationship with Customer and to provide a Dashboard for accessing and managing Customer Data regarding those People. Customer may import and export Customer Data between the Services and certain Third-Party Platforms through supported integrations. The Services also include Intercom Code deployed on Customer Properties to enable live chat and messaging functionality.
2.2. Provision of Services. Each Service is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription Term"). Intercom may also offer Professional Services (as defined in Section 12) related to certain Services. Customer will purchase and Intercom will provide the specific Services and related Professional Services (if any) as specified in the applicable Order Form.
2.3. Access to Services . Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form (including without limitation the number of People tracked). Use of and access to the Services is permitted only by Permitted Users. If Customer is given API keys or passwords to access the Services on Intercom's systems, Customer will require that all Permitted Users keep API keys, user ID and password information strictly confidential and not share such information with any unauthorized person. User IDs are granted to individual, named persons and may not be shared. If Customer is accessing the Services using credentials provided by a third party (e.g., Google), then Customer will comply with all applicable terms and conditions of such third party regarding provisioning and use of such credentials. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Permitted User who has access to a user ID is no longer an employee (or Contractor, as set forth below) of Customer, then Customer will immediately delete such user ID and otherwise terminate such Permitted User's access to the Service. The right to use the Services includes the right to deploy Intercom Code on Customer Properties in order to enable messaging, chat and similar functionality and to collect Customer Data for use with the Services as further described below.
2.4. Intercom Apps. To the extent Intercom provides Intercom Apps for use with the Services, subject to all of the terms and conditions of this Agreement, Intercom grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to use the object code form of the Intercom Apps internally, but only in connection with Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement.
2.5. Deployment of Intercom Code. Subject to all of the terms and conditions of this Agreement, Intercom grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive license during any applicable Subscription Term to copy the Intercom Code in the form provided by Intercom on Customer Properties solely to support Customer's use of the Service and otherwise in accordance with the Documentation and this Agreement. Customer must implement Intercom Code on the Customer Properties in order to enable features of the Services. Customer will implement all Intercom Code in strict accordance with the Documentation and other instructions provided by Intercom. Customer acknowledges that any changes made to the Customer Properties after initial implementation of Intercom Code may cause the Services to cease working or function improperly and that Intercom will have no responsibility for the impact of any such Customer changes.
2.6. Contractors and Affiliates. Customer may permit its Contractors and its Affiliates' employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement, and any use of the Services by such individuals is for the sole benefit of Customer.
2.7. General Restrictions. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Intercom); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services (including without limitation (i) the "Powered by Intercom" designation that may appear as part of the deployment of the Services on Customer Properties and (ii) notices on any reports or data printed from the Services); or (f) publicly disseminate information regarding the performance of the Services.
2.8. Intercom APIs. If Intercom makes access to any APIs available as part of the Services, Intercom reserves the right to place limits on access to such APIs (e.g., limits on numbers of calls or requests). Further, Intercom may monitor Customer's usage of such APIs and limit the number of calls or requests Customer may make if Intercom believes that Customer's usage is in breach of this Agreement or may negatively affect the Services (or otherwise impose liability on Intercom).
2.9. Trial Subscriptions. If Customer receives free access or a trial or evaluation subscription to the Service (a "Trial Subscription"), then Customer may use the Services in accordance with the terms and conditions of this Agreement for a period of fourteen (14) days or such other period granted by Intercom (the "Trial Period"). Trial Subscriptions are permitted solely for Customer's use to determine whether to purchase a paid subscription to the Services. Trial Subscriptions may not include all functionality and features accessible as part of a paid Subscription Term. If Customer does not enter into a paid Subscription Term, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period. Intercom has the right to terminate a Trial Subscription at any time for any reason. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INTERCOM WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS WITH RESPECT TO TRIAL SUBSCRIPTIONS.
3.1. Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Intercom. Subject to the terms of this Agreement, Customer hereby grants to Intercom a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
3.2. Storage of Customer Data . Intercom does not provide an archiving service. Intercom agrees only that it will not intentionally delete any Customer Data from any Service prior to termination of Customer's applicable Subscription Term. Intercom expressly disclaims all other obligations with respect to storage.
3.3. Customer Obligations .
a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Intercom that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Intercom the rights in Section 3.1 (Rights in Customer Data)) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer's accounts with any Third-Party Platforms. Customer further represents and warrants that all Customer Data complies with the AUP. Customer will be fully responsible for any Customer Data submitted to the Services by any Person as if it was submitted by Customer.
b) No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that Intercom is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. Intercom will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.
c) Compliance with Laws. Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate the Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other anti-spam laws and regulations.
e) Social Media Data.
ii. Restrictions.Customer agrees not to use any Social Media Data obtained via the Services for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, sending electronic communications (including email) in violation of applicable Law, or any other activity or purpose that may be identified as prohibited by Intercom from time to time.
3.4. Indemnification by Customer. Customer will indemnify, defend and hold harmless Intercom from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of Section 3.3 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Intercom at Customer's expense. Notwithstanding the foregoing sentence, (a) Intercom may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Intercom's prior written consent, unless the settlement fully and unconditionally releases Intercom and does not require Intercom to pay any amount, take any action, or admit any liability.
3.5. Aggregated Anonymous Data . Notwithstanding anything to the contrary herein, Customer agrees that Intercom may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable with respect to Customer ("Aggregated Anonymous Data"), and Intercom may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Intercom customers. For clarity, this Section 3.5 does not give Intercom the right to identify Customer as the source of any Aggregated Anonymous Data.
3.6. EU-U.S. Privacy Shield. This Section 3.6 applies only if Customer has entered into this Agreement with Intercom, Inc. as set forth above. Intercom, Inc. participates in the EU-U.S. Privacy Shield framework. For more information, please see Intercom's EU-U.S. Privacy Shield Statement, available at https://www.intercom.com/eu-us-privacy-shield-policy or a successor URL.
Intercom agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Service or Customer Data. However, Intercom will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Intercom's control.
The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Intercom to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Intercom has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. Intercom does not guarantee that the Services will maintain integrations with any Third-Party Platform and Intercom may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Platform.
6.1. Intercom Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words "purchase", "sale" or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Intercom or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all Documentation, professional services deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Intercom Technology"). Except as expressly set forth in this Agreement, no rights in any Intercom Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services, except for Intercom Code and the Intercom Apps in the format provided by Intercom.
6.2. Feedback. Customer, from time to time, may submit Feedback to Intercom. Intercom may freely use or exploit Feedback in connection with any of its products or services.
7.1. Subscription Term and Renewals. Unless otherwise specified on the applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
7.2. Fees and Payment . All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (30) days of invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. Except as expressly set forth in Section 9 (Limited Warranty) and Section 14 (Indemnification), all fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer's payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Intercom receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
7.3. Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card ("Credit Card"), the following terms apply:
- Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes Intercom (or its designee) to automatically charge Customer's Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer's use of the Services and may include subscription fees for the remainder of Customer's applicable billing period and overage fees for the prior month.
- Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer's Credit Card may charge a foreign transaction fee or other charges.
- Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Intercom and Intercom may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
- Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information via the "Settings" page on the Dashboard.
- Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending Intercom notice of non-renewal to firstname.lastname@example.org in accordance with Section 7.1 (Subscription Term and Renewals) or, if Customer's Subscription Term is on a monthly basis (or if otherwise permitted by Intercom), by terminating via the "Settings" page on the Dashboard, with termination effective at the end of the current Subscription Term. As set forth in Section 2.9 (Trial Subscriptions), if Customer does not enter into a paid Subscription Term following a Trial Period, this Agreement and Customer's right to access and use the Services will terminate at the end of the Trial Period and Customer's Credit Card will not be charged.
- Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Intercom will charge Customer's Credit Card (or invoice Customer directly) for any outstanding fees for Customer's use of the Services during the Subscription Term, after which Intercom will not charge Customer's Credit Card for any additional fees.
7.4. Suspension of Service. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Intercom reserves the right to suspend Customer's access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Intercom also reserves the right to suspend Customer's access to the Services without liability to Customer if Customer's use of the Services is in violation of the AUP.
8.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
8.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
8.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Intercom Technology) and delete (or, at Intercom's request, return) any and all copies of the Documentation, any Intercom passwords or access codes and any other Intercom Confidential Information in its possession. Provided this Agreement was not terminated for Customer's breach, Customer may retain and use internally copies of all reports exported from any Service prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that Intercom may delete any such data as may have been stored by Intercom at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
8.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 2.9 (Trial Subscriptions), 3.2 (Storage of Customer Data), 3.4 (Indemnification by Customer), 3.5 (Aggregated Anonymous Data), 6 (Ownership), 7.2 (Fees and Payment), 7.3 (Payment Via Credit Card), 8 (Term and Termination), 9.2 (Warranty Disclaimer), 13 (Limitation of Remedies and Damages), 14 (Indemnification), 15 (Confidential Information) and 17 (General Terms).
9.1. Limited Warranty . Intercom warrants, for Customer's benefit only, that each Service will operate in substantial conformity with the applicable Documentation. Intercom's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Intercom to use commercially reasonable efforts to correct the reported non-conformity, or if Intercom determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, trial or evaluation basis.
9.2. Warranty Disclaimer . EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL Services and PROFESSIONAL SERVICES ARE PROVIDED "AS IS". NEITHER INTERCOM NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. Intercom does not warrant that Customer's use of THE ServiceS will be uninterrupted or error-free, nor does Intercom warrant that it will review the Customer Data for accuracy or that it will preserve or maintain the Customer Data without loss OR CORRUPTION. INTERCOM SHALL NOT BE LIABLE FOR THE RESULTS OF ANY COMMUNICATIONS SENT OR ANY COMMUNICATIONS THAT WERE FAILED TO BE SENT USING THE SERVICES. Intercom SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF Intercom. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
The Services are available subject to Intercom's Service Level Agreement. ("SLA").
During the Subscription Term of each Service, Intercom will provide end user support in accordance with Intercom's Support Policy ("Support Policy").
Intercom will provide the professional consulting services ("Professional Services") purchased in the applicable Order Form. The scope of Professional Services will be as set forth in a Statement of Work referencing this Agreement and executed by both parties describing the work to be performed, fees and any applicable milestones, dependencies and other technical specifications or related information ("SOW"). Unless Professional Services are provided on a fixed-fee basis, Customer will pay Intercom at the per-hour rates set forth in the Order Form (or, if not specified, at Intercom's then-standard rates) for any excess services. Customer will reimburse Intercom for reasonable travel and lodging expenses as incurred. Customer may use anything delivered as part of the Professional Services in support of authorized use of the Services and subject to the terms regarding Customer's rights to use the Service set forth in Section 2 (Intercom Services) and the applicable SOW, but Intercom will retain all right, title and interest in and to any such work product, code or deliverables and any derivative, enhancement or modification thereof created by Intercom (or its agents).
13.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
13.2. Liability Cap. INTERCOM'S AND ITS SUPPLIERS' ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO INTERCOM DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT.
13.3. Excluded Claims. "Excluded Claims" means any claim arising (a) from Customer's breach of Section 2.7 (General Restrictions); (b) under Section 3.3 (Customer Obligations) or 3.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 15 (Confidential Information) (but excluding claims arising from operation or non-operation of any Service).
13.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 13 apply regardless of the form of action, whether in contact, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
Intercom will defend Customer from and against any claim by a third party alleging that a Service when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Intercom (including reasonable attorneys' fees) resulting from such claim, provided that Intercom will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Intercom to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer's use of a Service is (or in Intercom's opinion is likely to be) enjoined, if required by settlement or if Intercom determines such actions are reasonably necessary to avoid material liability, Intercom may, in its sole discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using such Service; or if (a) and (b) are not commercially reasonable, (c) terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Intercom. The foregoing indemnification obligation of Intercom will not apply: (1) if such Service is modified by any party other than Intercom, but solely to the extent the alleged infringement is caused by such modification; (2) if such Service is combined with products or processes not provided by Intercom, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Service; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Service; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Service but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without Intercom's prior written consent. THIS SECTION 14 SETS FORTH Intercom's AND ITS SUPPLIERS' SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
Each party (as "Receiving Party") agrees that all code, inventions, know-how, business, technical and financial information it obtains from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any Intercom Technology, performance information relating to any Service, and the terms and conditions of this Agreement will be deemed Confidential Information of Intercom without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Intercom, the subcontractors referenced in Section 17.8 (Subcontractors)), provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 15 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 15. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
At the request of Intercom, Customer agrees to the issuance of a joint press release ("Press Release") on a mutually agreed upon date or the 90th day from the Effective Date, whichever is earlier. Each party will have the right to approve the Press Release in advance, but such approval will not be unreasonably delayed or withheld. Customer also agrees to participate in other reasonable marketing activities that promote the benefits of the Services to other potential customers and to use of Customer's name and logo on Intercom's web site and in Intercom promotional materials. Customer agrees that Intercom may disclose Customer as a customer of Intercom.
17.1. Assignment . This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 17.1 will be null and void.
17.2. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
17.3. Governing Law; Dispute Resolution.
a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to Intercom it must be emailed to email@example.com and sent via mail to:
Attn: Legal Department
55 Second Street, Suite 400
San Francisco, CA 94105
Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.
b) Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be conducted before a single neutral arbitrator, before JAMS in San Francisco, California. The arbitration shall be administered by JAMS in accordance with this document and the JAMS Streamlined Rules and Procedures for the Arbitration, with one addition: The limitation of one discovery deposition per side shall be applied by the arbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery.
The arbitration will occur in San Francisco, California, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.
The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of this agreement shall be resolved by the arbitrator. To the extent state law is applicable, the arbitrator shall apply the substantive law of California.
All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator's award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
c) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA. IN ANY DISPUTE, CALIFORNIA LAW SHALL APPLY.
d) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND INTERCOM AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
e) Injunctive Relief. Notwithstanding the above provisions, Intercom may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
17.4. Notice. Any notice or communication required or permitted under this Agreement will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail.
17.5. Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
17.6. Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are on-line, subscription-based products, and that in order to provide improved customer experience Intercom may make changes to the Services, and Intercom will update the applicable Documentation accordingly. The support and service level availability terms described in the Support Policy and the SLA may be updated from time to time upon reasonable notice to Customer to reflect process improvements or changing practices (but the modifications will not materially decrease Intercom's obligations as compared to those reflected in such terms as of the Effective Date).
17.7. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
17.8. Subcontractors . Intercom may use the services of subcontractors and permit them to exercise the rights granted to Intercom in order to provide the Services under this Agreement, provided that Intercom remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.
17.9. Subpoenas. Nothing in this Agreement prevents Intercom from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Intercom will use commercially reasonable efforts to notify Customer where permitted to do so.
17.10. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent
17.11. Export Control. In its use of the Services, Customer agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, (ii) Customer will not (and will not permit any of its users to) access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (iii) Customer will not submit to the Services any information that is controlled under the U.S. International Traffic in Arms Regulations
17.12. Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All Services were developed fully at private expense. All other use is prohibited
17.13. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will be considered one and the same agreement.
A. Information Related to Your Interaction with Intercom and the Offerings and communicating the Offerings.
Registration and Contact Information. We collect information about you when you (a) register to use the Services and (b) otherwise provide contact information to us via email, mail, or through our Offerings. This information you provide may include your username, first and last name, email address, mailing address or phone number.
Payment Information. When you purchase the Services, we will also collect transaction information, which may include your credit card information, billing and mailing address, and other payment-related information (“ Payment Information”). We describe how Payment Information may be collected and processed in Section 4.
Third Party Platforms. We may collect information when you interact with our advertisements and other content on third-party sites or platforms, such as social networking sites. This may include information such as “Likes”, profile information gathered from social networking sites or the fact that you viewed or interacted with our content.
Legal Basis.Our Legitimate Interest. Intercom products work together to help sales, marketing, and support teams better communicate with customers. In order to engage visitors and leads we have a legitimate interest to collect relevant data and send messages based on this information. We consider your privacy and data protection rights when we pursue our legitimate interests and ensure that the way our Offerings work don't impact on those rights. For website visitors Intercom will store this data for 9 months, for sales and marketing leads Intercom will store this data until the individual opts out or where they have not engaged with Intercom in 24 months.
B. Customer Data.
You may submit various types of information and data into the Services for hosting and processing purposes (“Customer Data”). Customer Data may include, without limitation, (a) billing information, personal information such as names, email addresses, phone numbers, location and photos of your end user customers, potential customers and other users of and visitors to your websites, apps and other properties (e.g. Teammates' details (“People”), which information may be input into the Services by you or collected by the Services using Intercom tags, scripts and other code implemented on such properties, and (b) information contained in communications between you and People using the messaging features of the Services.
Legal Basis.We process and store Customer Data to perform our Customer Agreement with you. Without this information, we wouldn't be able to provide our Offerings to you. We also process Customer Data to pursue our legitimate interests by ensuring the smooth running of your Customer Agreement and to help your sales, marketing, and support teams better communicate with your customers. We consider your privacy and data protection rights when we pursue our legitimate interests and ensure that the way Offerings work don't impact on those rights.
We use your information in the following ways:
- To provide, maintain and improve the Offerings and our other products and services, including to operate certain features and functionality of the Offerings (for example, by remembering your information so that you will not have to re-enter it during this or subsequent visits);
- To process your inquiries and otherwise deliver customer service;
- To process your payments, we share and use Payment Information as described in Section 4 (Payment Information);
- To control unauthorized use or abuse of the Offerings and our other products and services, or otherwise detect, investigate or prevent activities that may violate our policies or be illegal;
- To analyze trends, administer or optimize the Offerings, monitor usage or traffic patterns (including to track users’ movements around the Offerings) and gather demographic information about our user base as a whole;
- To communicate directly with you, including by sending you newsletters, promotions and special offers or information about new products and services. Your opt-out options for promotional communications are described in Section 6 (Your Controls and Choices);
- To deliver you advertising, including by serving and managing ads on the Offerings or on third party sites and to tailor ads based on your interests and browsing history. Please see Section 6 (Your Controls and Choices) for additional information on how to manage the ads you see; and
We do not sell, trade, share or transfer your personal information to third parties except in the following limited circumstances:
- We may share your personal information with our parent companies, subsidiaries and affiliates;
- We may share your personal information with third-party service providers to permit such parties to provide services that help us with our business activities, which may include assisting us with marketing, advertising our product/service offerings, or providing, maintaining and improving the features and functionality of the Offerings, among other things. For example, we may provide personal information to our service providers for direct emailing of our newsletters or notifications of our product/service offerings. The data shared can include name, job title, email address, message history, company information. All third parties are engaged under contract and obliged to meet appropriate security requirements and comply with all applicable legislation;
- We may share your personal information when we have a good faith belief that access, use, preservation or disclosure of such information is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce a Customer Agreement, including investigation of potential violations thereof, or (c) protect against imminent harm to our rights, property or safety, or that of our users or the public as required or permitted by law;
- We may share your personal information with third parties (including our service providers and government entities) to detect, prevent, or otherwise address fraud or security or technical issues;
- We may share your personal information with our business partners who offer a service to you jointly with us, for example when running a cross-promotion;
- We may share your Payment Information to process your payments, as further described in Section 4 (Payment Information);
- We may share and/or transfer your personal information if we become involved in a merger, acquisition, bankruptcy, or any form of sale of some or all of our assets; and
- We may share your personal information with a third party if we have your consent to do so.
We may also share aggregated or anonymized information with third parties for other purposes. Such information does not identify you individually, but may include usage, viewing and technical information such as the types of Offerings our customers and users generally use, the configuration of their computers, and performance metrics related to the use of Offerings which we collected through our technology. If we are required under applicable law to treat such information as personal information, then we will only disclose it as described above. Otherwise we may disclose such information for any reason.
Opt-Outs. We may provide you with the opportunity to “opt-out” of having your personal information used for certain purposes when we ask for this information. If you decide to opt-out, we may not be able to provide certain features of the Offerings to you.
Communication Preferences. If you no longer wish to receive our newsletter and promotional communications, you may opt-out of receiving them by following the instructions included on such communications or on the Offerings. Please note, however, that you may be unable to opt-out of certain service-related communications.
How We Respond to Do Not Track Signals. Your Web browser may have a “do not track” setting which, when enabled, causes your browser to send a do not track HTTP header file or “signal” to each site you visit. At present, the Offerings do not respond to this type of signal.
Data Subject Rights. You can access, rectify, erase, restrict or export your personal information at any time by emailing us at firstname.lastname@example.org. You can object to our processing of your personal information at any time. Contact our Data Protection Officer with requests or concerns at email@example.com. If you are unsatisfied with the response you have the right to lodge a complaint with your supervisory authority.
When you use the Offerings, we make good faith efforts to provide you with access to your personal information upon your request and either provide you the means to correct this information if it is inaccurate or to delete such information at your request if it is not otherwise required to be retained by law or for legitimate business purposes. You may access, review, correct, update, change or delete your information at any time. To do so, please contact us at firstname.lastname@example.org with your name and the information requested to be accessed, corrected or removed, or if you are using the Service, sign in to your account, go to your profile, and make the desired changes. We may decline to process requests that are unreasonably repetitive or systematic, require disproportionate technical effort (for instance, requests concerning information residing on backup tapes), jeopardize the privacy of others, would be extremely impractical, or for which access is not otherwise required. In any case where we provide information access and correction, we perform this service free of charge, except if doing so would require a disproportionate effort.
Please note that if you cease using the Service or we terminate your access to the Service in accordance with your Customer Agreement, you may no longer have the ability to access or update your information.
We may retain your information as necessary to support the Offerings, comply with our legal obligations or resolve disputes. Note that content you post may remain on the Offerings even if you cease using the Offerings or we terminate your access to the Offerings.
California Shine the Light Law.If you are a California resident and we disclose your personally identifiable information to third parties for such third parties’ direct marketing purposes, California’s Shine the Light Law (CA Civil Code Section 1798.83) allows you to request certain information from us about such disclosures. To make a request under the Shine the Light Law, please contact us at email@example.com. Please note that under California law, businesses are not required to respond to such requests more than once during any calendar year.
California Minors. At any time, you can delete or remove your posts using the same deletion or removal procedures described in Section 8 (Accessing and Updating Your Personal Information) above, or otherwise through the Offerings. If you have questions about how to remove your posts or if you would like additional assistance with deletion you can contact our support team at firstname.lastname@example.org. Although we offer deletion capability for our Offerings, you should be aware that the removal of posts may not ensure complete or comprehensive removal of that content or information posted through the Offerings.
The security of your personal information is important to us. We maintain a variety of appropriate technical and organizational safeguards to protect your personal information. We limit access to personal information about you to employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs. Further, we have implemented reasonable physical, electronic, and procedural safeguards designed to protect personal information about you. When you enter sensitive information (such as your password), we encrypt that information in transit using industry-standard Transport Layer Security (TLS) encryption technology. No method of transmission over the Internet, method of electronic storage or other security methods are one hundred percent secure. Therefore, while we strive to use reasonable efforts to protect your personal information, we cannot guarantee its absolute security. You can find out more about our technical and organizational safeguards on our Security page.
Intercom has self-certified to the EU-U.S. and Swiss-U.S. Privacy Shield. For more information, please see Intercom’s EU-U.S. and Swiss-U.S. Privacy Shield Policy.
This Intercom Support Policy ("Support Policy") accompanies the Intercom Subscription Terms of Service, available at https://intercom.com/terms-of-service or a successor URL (the "Agreement") entered into between you ("Customer") and Intercom. Capitalized terms used in this Support Policy that are not defined herein have the meanings given to them in the Agreement.
Intercom offers support services for the Service ("Support ") in accordance with the following terms:
A. Support Hours. Support is provided 24 hours per day, 7 days per week.
B. Incident Submission and Customer Cooperation. Customer may report errors or abnormal behavior of the Service (" Incidents") by contacting Intercom in the Service via the Intercom Messenger or via email at email@example.com. Customer will provide information and cooperation to Intercom as reasonably required for Intercom to provide Support. This includes, without limitation, providing the following information to Intercom regarding the Incident:
- Aspects of the Service that are unavailable or not functioning correctly
- Incident's impact on users
- Start time of Incident
- List of steps to reproduce Incident
- Relevant log files or data
- Wording of any error message
C. Incident Response. Intercom's Support personnel will assign a priority level ("Priority Level") to each Incident and seek to provide responses in accordance with the table below.
Target Response Times
Operation of the Service is critically affected (not responding to requests or serving content) for a large number of users; no workaround available.
Service is responding and functional but performance is degraded, and/or Incident has potentially severe impact on operation of the Service for multiple users.
Non-critical issue; no significant impact on performance of the Service but user experience may be affected.
D. Exclusions. Intercom will have no obligation to provide Support to the extent an Incident arises from: (a) use of the Service by Customer in a manner not authorized in the Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Intercom's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; or (d) third party systems, acts or omissions.
Our infrastructure and security team includes people who’ve played lead roles in designing, building, and operating highly secure Internet facing systems at companies ranging from startups to large public companies.
Incident Response Plan
- We have implemented a formal procedure for security events and have educated all our staff on our policies.
- When security events are detected they are escalated to our emergency alias, teams are paged, notified and assembled to rapidly address the event.
- After a security event is fixed we write up a post-mortem analysis.
- The analysis is reviewed in person, distributed across the company and includes action items that will make the detection and prevention of a similar event easier in the future.
- Intercom will promptly notify you in writing upon verification of a security breach of the Intercom services that affects your data. Notification will describe the breach and the status of Intercom’s investigation.
Build Process Automation
- We have functioning, frequently used automation in place so that we can safely and reliably rollout changes to both our application and operating platform within minutes.
- We typically deploy code dozens of times a day, so we have high confidence that we can get a security fix out quickly when required.
- All of our services run in the cloud. Intercom does not run our own routers, load balancers, DNS servers, or physical servers.
- All of our services and data are hosted in AWS facilities in the USA and protected by AWS security, as described at http://aws.amazon.com/security/sharing-the-security-responsibility. Intercom services have been built with disaster recovery in mind.
- All of our infrastructure is spread across 3 AWS data centers (availability zones) and will continue to work should any one of those data centers fail unexpectedly. Amazon does not disclose the location of its data centers. As such, Intercom builds on the physical security and environmental controls provided by AWS. See http://aws.amazon.com/security for details of AWS security infrastructure.
- All of our servers are within our own virtual private cloud (VPC) with network access control lists (ACL’s) that prevent unauthorized requests getting to our internal network.
- Intercom uses a backup solution for datastores that contain customer data.
- All customer data is stored in the USA.
- Customer data is stored in multi-tenant datastores; we do not have individual datastores for each customer. However strict privacy controls exist in our application code that are designed to ensure data privacy and to prevent one customer from accessing another customer’s data (i.e., logical separation). We have many unit and integration tests in place to ensure these privacy controls work as expected. These tests are run every time our codebase is updated and even one single test failing will prevent new code being shipped to production.
- Each Intercom system used to process customer data is adequately configured and pathed using commercially-reasonable methods according to industry-recognized system-hardening standards.
- Intercom engages certain subprocessors to process customer data. These subprocessors are listed at https://www.intercom.com/security-third-parties, as may be updated by Intercom from time to time.
- All data sent to or from Intercom is encrypted in transit using 256-bit encryption.
- Our API and application endpoints are TLS/SSL only and score an "A+" rating on SSL Labs' tests. This means we only use strong cipher suites and have features such as HSTS and Perfect Forward Secrecy fully enabled.
- Intercom is served 100% over https. Intercom runs a zero-trust corporate network.
- There are no corporate resources or additional privileges from being on Intercom’s network.
- We have two-factor authentication (2FA) and strong password policies on GitHub, Google, AWS MongoDB and Intercom to ensure access to cloud services are protected.
- Intercom enables permission levels to be set for any employees with access to Intercom.
- Permissions and access can be set to include app settings, billing, user data, or the ability to send/edit manual messages and auto messages.
- On an application level, we produce audit logs for all activity, ship logs to our service providers for analysis, and use S3/Glacier for archival purposes.
- All access to Intercom applications is logged and audited.
- Bastion hosts are used to login to devices.
- All actions taken on production consoles or in the Intercom application are logged.
- We bi-annually engage with well-regarded third-party auditors to audit our code-base, and work with them to resolve potential issues.
- We use technologies to provide an audit trail over our infrastructure and the Intercom application. Auditing allows us to do ad-hoc security analysis, track changes made to our setup and audit access to every layer of our stack.
- Information about AWS security certifications and obtaining copies of security reports from AWS is available at http://aws.amazon.com/compliance/pci-data-privacy-protection-hipaa-soc-fedramp-faqs/
- Intercom, Inc. complies with the Cloud Security Alliance (CSA) published best practices. See https://cloudsecurityalliance.org/star-registrant/intercom-inc/for more information.
- Intercom has undergone a SOC 2 Type I audit. A copy of the applicable report can be made available upon reasonable request. We are currently in the process of preparing for a SOC 2 Type II audit and will share the corresponding report once available.
All payment instrument processing for purchase of the Intercom services is performed by Stripe. For more information on Stripe’s security practices, please see https://stripe.com/docs/security/stripe.
- Managing your own user accounts and roles from within the Intercom services.
- Protecting your own account and user credentials by using two-factor authentication for all of your employees accessing the Intercom services.
- Compliance with the terms of your services agreement with Intercom, including with respect to compliance with laws.
- Promptly notifying Intercom if a user credential has been compromised or if you suspect possible suspicious activities that could negatively impact security of the Intercom services or your account.
- You may not perform any security penetration tests or security assessment activities without the express advance written consent of Intercom.
Security, Privacy and Compliance Information for Intercom
Intercom engages certain onward subprocessors that may process personal data submitted to Intercom’s services. These subprocessors are listed below, as may be updated by Intercom from time to time:
- Amazon Web Services, Inc.
- FullContact, Inc.
- Message Systems, Inc.
- MongoDB, Inc.
- Salesforce.com, Inc.
- Stripe, Inc.
- Twilio, Inc.
We, Intercom, Inc., are committed to protecting your privacy. This Policy sets out the privacy principles we follow with respect to transfers of personal data from the European Economic Area ("EEA") and Switzerland to the United States, including personal data we receive from individuals residing in the EEA or Switzerland who visit our web and mobile sites or apps and/or who use any of our services or otherwise interact with us ("you").
We adhere to the EU-US Privacy Shield Framework and the Swiss-U.S. Privacy Shield Framework as set forth by the US Department of Commerce regarding the collection, use and retention of personal data from European Union member countries and Switzerland. Intercom, Inc. has certified adherence to and commits to apply the Privacy Shield Principles of Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity and Purpose Limitation, Access, and Recourse, Enforcement, and Liability.
For purposes of enforcing compliance with the Privacy Shield, we are subject to the investigatory and enforcement authority of the US Federal Trade Commission.
For more information about the Privacy Shield, see the US Department of Commerce's Privacy Shield website located at: https://www.privacyshield.gov . To review our certification on the Privacy Shield list, see the US Department of Commerce's Privacy Shield self-certification list located at: https://www.privacyshield.gov/list .
- Agents, consultants and service providers: We may share your personal data with our contractors and service providers who process personal data on our behalf to perform certain business-related functions. These companies include database service providers, backup and disaster recovery service providers, email service providers and others. When we engage another company to perform such functions, we may provide them with information, including personal data, in connection with their performance of such functions.
- Our Group Companies: We may also share your personal data with our parent companies, subsidiaries and/or affiliates for purposes consistent with this Policy.
- Business Transfers: As we develop our business, we might sell or buy businesses or assets. In the event of a corporate sale, merger, reorganization, dissolution or similar event, personal data may be part of the transferred assets.
- Disclosures for National Security or Law Enforcement: Under certain circumstances, we may be required to disclose your personal data in response to valid requests by public authorities, including to meet national security or law enforcement requirements.
- Legal Requirements: We may disclose your personal data if required to do so by law in order to (for example) respond to a subpoena or request from law enforcement, a court or a government agency ,or in the good faith belief that such action is necessary (a) to comply with a legal obligation, (b) to protect or defend our rights, interests or property or that of third parties, (c) to prevent or investigate possible wrongdoing in connection with the Services, (d) to act in urgent circumstances to protect the personal safety of Users of the Services or the public; or (e) to protect against legal liability.
We maintain reasonable and appropriate security measures to protect personal data from loss, misuse, unauthorized access, disclosure, alteration, or destruction in accordance with the Privacy Shield.
In general, when processing personal data to provide our services, we do so only on behalf of our customers and in accordance with their instructions. This means that if you wish to access any personal data we process on behalf of a Intercom customer and request that we correct, amend, delete it if it is inaccurate or processed in violation of Privacy Shield, you should contact that customer with your request. We will then help them to fulfil that request in accordance with their instructions.
Where we process personal data collected via our website or via our services for our own account management, billing or marketing purposes, you may have the right to access personal data that we hold about you and request that we correct, amend, delete it if it is inaccurate or processed in violation of Privacy Shield. These access rights may not apply in some cases, including where providing access is unreasonably burdensome or expensive under the circumstances or where it would violate the rights of someone other than the individual requesting access. If you would like to request access to, correction, amendment, or deletion of your personal data, you can submit a written request to the contact information provided below. We may request specific information from you to confirm your identity. In some circumstances we may charge a reasonable fee for access to your information.
You may choose to change personal data or cancel an account by contacting us using the contact details below. You can also unsubscribe from our marketing communications by following the instructions or unsubscribe mechanism in the e-mail message.
You can direct any questions or complaints about the use or disclosure of your personal data to us at firstname.lastname@example.org . We will investigate and attempt to resolve any complaints or disputes regarding the use or disclosure of personal data within 45 days of receiving your complaint.
If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact the Data Protection Commission (Ireland). You can register a complaint at www.dataprotection.ie.
You may have the option to select binding arbitration for the resolution of your complaint under certain circumstances, provided you have taken the following steps: (1) raised your complaint directly with us and provided us the opportunity to resolve the issue; (2) made use of the independent dispute resolution mechanism identified above; and (3) raised the issue through the relevant data protection authority and allowed the US Department of Commerce an opportunity to resolve the complaint at no cost to you. To find out more about the Privacy Shield's binding arbitration scheme please see www.privacyshield.gob/article?id=My-Rights-under-Privacy-Shield .
If you have any questions regarding this Policy or if you need to request access to or update, change or remove personal data that we control, you can do so by contacting us at email@example.com or by regular mail addressed to:
55 Second Street,
We reserve the right to amend this Policy from time to time consistent with the Privacy Shield's requirements.
Intercom, Inc. and its affiliates and subsidiaries ("Intercom" or "us" or "we") welcome you to our Site! The "Site" means www.intercom.com, www.intercom.io, app.intercom.com, app.intercom.io, blog.intercom.com, blog.intercom.io and any successor URLs, mobile or localized versions and related sub-domains, in whatever format they may be offered now or in the future. Through the Site, we may provide you with general information regarding our company, products and services.
Intercom also offers a suite of enterprise software-as-a-service solutions designed to enable customers to manage communications with, and data about, their end users (the "Intercom Services"). Use of the Intercom Services is subject to our Intercom Subscription Terms of Service , and these Terms do not apply to use of the Intercom Services or receipt of related services, except where otherwise noted.
THESE TERMS CONTAIN MANDATORY ARBITRATION PROVISIONS THAT REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS. PLEASE READ THEM CAREFULLY.
You have our permission to use the Site, but only if:
you are using the Site for informational and internal business purposes (personally or on behalf of your company); and
you follow all the rules and restrictions we've spelled out in these Terms.
You are solely responsible for any User Content you post to the Site, and the consequences of posting or publishing it. By "User Content", we mean any Content a user posts to the Site, including comments or posts made via third party services. "Content" means information, data, text, software, music, sound, photos, graphics, videos, messages, tags, interactive features, or any other materials. When we say "post", we include posting, uploading, sharing, submitting or otherwise providing User Content in any manner in connection with the Site.
You may not post any User Content in violation of the Intercom Acceptable Use Policy . We have the sole right, but not necessarily the obligation, to delete or edit at any time any User Content that violates these rules or that we believe to be inappropriate for any reason.
If you post User Content, you are making a guarantee to us that you either own all the User Content you are posting, or you have the right to post the User Content. Furthermore, you are guaranteeing that you have the right to allow us to make your User Content available for others to view and use as part of the Site without requiring that any such use be subject to additional obligations or terms. If you do not have these rights, do not post your User Content. By posting your User Content, you do not lose any ownership rights you may have to it. However, you do grant us a worldwide, non-exclusive, royalty-free, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and publicly display and perform your User Content in connection with the Site and our business, in any media formats or in tangible form and through any media channels now known or hereinafter developed.
You also agree to sharing and use of your User Content by other users as set forth in these terms.
You understand that once you post your User Content, your User Content becomes public. We are not responsible for keeping any User Content confidential. So, if you don't want the whole world to see it, don't post it on the Site.
In addition, we may share your User Content with third parties if we have a good faith belief that access, use, preservation or disclosure of your User Content is reasonably necessary to (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) enforce these Terms, including investigation of potential violations thereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, or (d) protect against imminent harm to the rights, property or safety of Intercom, its users or the public as required or permitted by law.
We generally do not monitor or review any User Content. We do not endorse any User Content or support any views, opinions, recommendations, or advice that may be in User Content. User Content comes from a variety of sources, and we make no promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any User Content. You may be offended by User Content that you see on the Site. You may find some of it to be inaccurate, offensive, indecent, or objectionable. However, as further set forth below, you agree not to hold us responsible in any way for your use of our Site, including your exposure to User Content.
In addition, we are not a content-archiving service. We do not promise to store or make available on our Site any User Content that you post, or any other Content, for any length of time. You are solely responsible for keeping back-ups of everything you post on our Site.
The Site contains proprietary and confidential information that is protected by applicable intellectual property and other laws and Intercom and its suppliers retain all right, title and interest (including all copyright, trade secret, patent and other rights) in and to the Site and Content which is included in the Site (other than User Content). If you give feedback regarding the Site, for example recommendations for improvements or features, we have the right to use the feedback in any way and implementation of that feedback is owned by us and may become part of the Site without compensation to you. We reserve all rights in and to the Site unless we expressly state otherwise. We also reserve the right to make changes or updates to the Site or Content provided on or through the Site at any time without notice and we will own any such changes or updates (excluding User Content).
You may not:
decompile, reverse engineer or disassemble any object code which is part of or made available through the Site into a human-perceivable form, except and only to the extent that such activity is expressly permitted by applicable law, and in that case, only if you notify us in writing in advance;
copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Site;
modify or create any derivative work of any part of the Site;
disable, interfere, or try to get around any of the features of the Site related to security, preventing or restricting use or copying of any Content, or enforcing the limits on the use of the Site or the Content on the Site; or
use, export or re-export any Content or any copy or adaptation of such Content in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations.
All brand, product and service images, logos and names used in the Site that identify Intercom, our suppliers or our customers and our or their proprietary products and services are the trademarks or service marks of Intercom, our suppliers or our customers. Nothing in this Site shall be deemed to confer on any person any license or right on the part of Intercom or such supplier with respect to any such image, logo or name.
We respect the intellectual property rights of others. You may not use our Site to infringe anyone else's copyright or other intellectual property right. If we find out that you are infringing, we may remove your User Content. We do not have to give you notice that we are removing your User Content. In addition to our other rights and remedies, we may also terminate your account if we determine that you are a repeat copyright infringer. We consider a repeat infringer to be a user who has been notified of infringing activity more than twice or who has had their User Content removed from our Site more than twice.
If you believe that something on our Site violates your copyright, notify our copyright agent in writing. The contact information for our copyright agent is as follows:
55 2nd St., 4th Fl.
San Francisco, CA 94105
In order for us to take action, your notice must include the following:
your physical or electronic signature;
a description of the copyrighted work that you believe is being infringed;
a description of the item on our Site that you think is infringing your work and sufficient information about where the material is located on our Site (including the URL) so that we can find it;
a way to contact you, such as your address, telephone number, or e-mail;
a statement that you believe in good faith that the item you have identified as infringing is not authorized by the copyright owner, its agent, or the law to be used on our Site; and
a statement that the information you provide in your notice is accurate, and that (under penalty of perjury), you are authorized to act on behalf of the copyright owner whose work is being infringed.
Again, we cannot take action unless you give us all the required information.
Only notices about copyright infringement should go to our copyright agent. If you have anything else to communicate with us (like feedback, comments, or requests for technical support), you should contact us at firstname.lastname@example.org.
You acknowledge that temporary interruptions in the availability of the Site may occur from time to time as normal events. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason. Under no circumstances will Company or its suppliers be held liable for any damages due to such interruptions or lack of availability.
USE OF THE SITE IS AT YOUR OWN RISK. THE SITE (INCLUDING OUR CONTENT) IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INTERCOM AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
INTERCOM AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT INTERCOM WILL FIX ANY ERRORS; OR (iii) ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE. ANY MATERIALS OBTAINED THROUGH USE OF THE SITE ARE OBTAINED AT YOUR OWN DISCRETION AND RISK AND INTERCOM SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE CAUSED TO YOUR COMPUTER OR DATA OR FOR ANY BUGS, VIRUSES, TROJAN HORSES OR OTHER DESTRUCTIVE CODE RESULTING FROM USE OF THE SITE OR ANY CONTENT OBTAINED FROM THE SITE.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.
TO THE FULLEST EXTENT PERMITTED UNDER LAW, INTERCOM AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING FROM OR RELATED TO YOUR USE OF THE SITE OR ANY CONTENT PROVIDED BY OR THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES IN ADVANCE. THE FOREGOING LIMITATION APPLIES TO DAMAGES AND LIABILITIES ARISING FROM: (I) YOUR USE OR INABILITY TO USE OUR SITE; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR USER CONTENT; (III) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL, CONSEQUENTIAL OR OTHER TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INTERCOM'S LIABILITY AND THE LIABILITY OF EACH OF ITS AFFILIATES, SUPPLIERS, PARTNERS AND AGENTS TO YOU OR ANY THIRD PARTIES UNDER [ANY CIRCUMSTANCES RELATING TO YOUR ACCESS TO THE SITE OR OTHER ACTIVITIES GOVERNED BY] THESE TERMS IS LIMITED TO A MAXIMUM AMOUNT OF ONE HUNDRED DOLLARS (USD$100).
You agree to indemnify, defend (if we so request) and hold harmless Intercom and its affiliates, suppliers, partners and agents from and against any claim, demand, losses, damages or expenses (including reasonable attorney's fees) arising from your User Content, your use of the Site, your connection to the Site, your violation of these Terms or your violation of any rights of any third party. Your indemnification obligation will survive the termination of these Terms and your use of the Site.
We may terminate or suspend your permission to use the Site immediately and without notice upon any violation of these Terms, upon the request of law enforcement or government agencies, for extended periods of inactivity, for unexpected technical issues or problems or for engagement by you in fraudulent or illegal activities. Upon any termination we may delete your User Content and we may bar you from further use of the Site. You understand that we may also continue to make your User Content available on the Site even if your use of the Site is terminated or suspended. You agree that we will have no liability to you or any third party for termination of your User Content or access to the Site.
Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms, whether arising in contract, tort or otherwise, ("Dispute"), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled "Initial Notice of Dispute," specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute"). If an Initial Notice of Dispute is being sent to Intercom it must be emailed to email@example.com and sent via mail to:
Attn: Legal Department
55 2nd St., 4th Fl.
San Francisco, CA 94105
YOU AGREE THAT IF YOU WANT TO RESOLVE A DISPUTE WITH INTERCOM, YOU MUST SEND AN INITIAL NOTICE OF DISPUTE WITHIN ONE (1) YEAR AFTER THE EVENT THAT GAVE RISE TO THE DISPUTE. OTHERWISE, YOUR DISPUTE WILL BE PERMANENTLY BARRED.
Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties ("Direct Dispute Resolution"). If the parties are unable to reach a resolution of the Dispute through Direct Dispute Resolution within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be resolved by arbitration as set forth below.
Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration shall be conducted before a single neutral arbitrator, before JAMS in San Francisco, California. The arbitration shall be administered by JAMS in accordance with this document and the JAMS Streamlined Rules and Procedures for the Arbitration, with one addition: The limitation of one discovery deposition per side shall be applied by the arbitrator, unless it is determined, based on all relevant circumstances, that more depositions are warranted. The arbitrator shall consider the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery.
The arbitration will occur in San Francisco, California, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents.
The arbitrator will issue a ruling in writing. Any issue concerning the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of these Terms shall be resolved by the arbitrator. To the extent state law is applicable, the arbitrator shall apply the substantive law of California.
All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator's award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN SAN FRANCISCO COUNTY, CALIFORNIA. IN ANY DISPUTE, CALIFORNIA LAW SHALL APPLY.
Construction and Joinder. THESE TERMS MUST BE CONSTRUED AS IF THEY WERE JOINTLY WRITTEN BY BOTH PARTIES. BOTH YOU AND INTERCOM AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR.
Injunctive Relief. Notwithstanding the above provisions, Intercom may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
This Intercom Service Level Agreement ("SLA") accompanies the Intercom Subscription Terms of Service, available at https://intercom.com/terms-of-service or a successor URL (the "Agreement") entered into between you ("Customer") and Intercom. Capitalized terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.
Target Availability. Intercom will use commercially reasonable efforts to make each Service available with an uptime of 99.8% of each calendar month ("Target Availability").
Exclusions. The calculation of uptime will not include unavailability to the extent due to: (a) use of the Service by Customer in a manner not authorized in this Agreement or the applicable Documentation; (b) general Internet problems, force majeure events or other factors outside of Intercom's reasonable control; (c) Customer's equipment, software, network connections or other infrastructure; (d) third party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance.
Scheduled Maintenance. "Scheduled Maintenance" means Intercom's scheduled routine maintenance of the Services for which Intercom notifies Customer at least twenty-four (24) hours in advance. Scheduled Maintenance will not exceed eight (8) hours per month. Intercom typically performs Scheduled Maintenance once per month.
Remedy for Failure to Meet Target Availability. If there is a verified failure of a Service to meet Target Availability in two (2) consecutive months, then Customer may terminate the applicable Subscription Term by sending written notice of termination within thirty (30) days after the end of the second such month, in which case Intercom will refund to Customer any fees Customer has pre-paid for use of such Service for the terminated portion of the applicable Subscription Term. This termination and refund right is Customer's sole and exclusive remedy, and Intercom's sole and exclusive liability, for Intercom's failure to meet the Target Availability.
This Acceptable Use Policy applies to Intercom’s (a) websites (including without limitation www.intercom.com, www.intercom.io, app.intercom.com, app.intercom.io and any successor URLS, mobile or localized versions and related domains and subdomains) and (b) communications and messaging products and services ((a) and (b) collectively, “Services”). To keep the Services running safely and smoothly, we need our users to agree not to misuse them. Specifically, you agree not to:
probe, scan, or test the vulnerability of any system or network used with the Services;
tamper with, reverse engineer or hack the Services, circumvent any security or authentication measures of the Services or attempt to gain unauthorized access to the Services (or any portion thereof) or related systems, networks or data;
modify or disable the Services or use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or related systems, network or data;
access or search the Services by any means other than our publicly supported interfaces, or copy, distribute, or disclose any part of the Service in any medium, including without limitation by any automated or non-automated “scraping”;
overwhelm or attempt to overwhelm our infrastructure by imposing an unreasonably large load on the Services that consume extraordinary resources, such as by: (i) using “robots,” “spiders,” “offline readers” or other automated systems to send more request messages to our servers than a human could reasonably send in the same period of time using a normal browser; or (ii) going far beyond the use parameters for any given Service as described in its corresponding documentation;
solicit any users of our Services for commercial purposes;
use the Services to generate or send unsolicited communications, advertising or spam, or otherwise cause Intercom to become impaired in its ability to send communications on its own or on its customers’ behalf (e.g., by causing Intercom to become registered on any Email DNS blacklist or otherwise be denied services by any other third party communications service provider);
misrepresent yourself or disguise the origin of any data, content or other information you submit (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with Intercom or any third party) or access the Services via another user’s account without their permission;
use the Services for any illegal purpose or in violation of any laws (including without limitation data, privacy and export control laws);
use the Services to violate the privacy of others, or to collect or gather other users’ personal information (including account information) from our Services;
use the Services to stalk, harass, bully or post threats of violence against others;
submit (or post, upload, share or otherwise provide) data, content or other information that (i) infringes Intercom’s or a third party’s intellectual property, privacy or other rights or that you don’t have the right to submit (including confidential or personal information you are not authorized to disclose); (ii) that is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic, indecent, harassing, hateful, religiously, racially or ethnically offensive, that encourages illegal or tortious conduct or that is otherwise inappropriate in Intercom’s discretion; (iii) contains viruses, bots, worms, scripting exploits or other similar materials; or (iv) that could otherwise cause damage to Intercom or any third party;
promote or advertise products or services other than your own without appropriate authorization;
use meta tags or any other “hidden text” including Intercom’s or our suppliers’ product names or trademarks; or
permit or encourage anyone else to commit any of the actions above.
Without affecting any other remedies available to us, Intercom may permanently or temporarily terminate or suspend a user’s account or access to the Services without notice or liability if Intercom (in its sole discretion) determines that a user has violated this Acceptable Use Policy.
You are billed monthly for each app based on:
- the Intercom products in your subscription,
- the plan you select (i.e., Lite or Standard), and
- the number of people (users and leads) that your app is tracking.
These are the “Pricing Metrics” that are used to calculate your bill. We bill you each month in advance based on what your Pricing Metrics were on the last day of the prior month.
We know that your usage, however, may change. If you increase or decrease the number of people you track, or change which Intercom products or plans you use, we may charge you overages or issue you credits. These charges or credits will be based on how and when your Pricing Metrics changed over the course of the last month.
You can see your current monthly fee for each app when you first sign up and any time after that in your Billing Settings (available through your dashboard). To estimate any overage charges or credits based on changes in your Pricing Metrics, please use the price calculator in your Billing Settings.
1. CONTRACTING PARTY. Effective August 1, 2014, Intercom R&D Unlimited Company, and its successors and assigns, is the sole contracting party liable for any obligations to you under this Agreement if you are a customer outside the United States or outside the states of Alabama, Georgia, Maryland, Michigan, Missouri, New Jersey, North Carolina, Ohio and Pennsylvania. By continuing visiting the Website, using the Services, and/or making payments for the use of the Website and/or the Services, you agree that the only party liable to you under this Agreement is Intercom R&D Unlimited Company, its successors and assigns. For avoidance of doubt and subject to Section 2, Intercom, Inc. is not a party to this agreement.
2. IF YOU ARE FROM ALABAMA, GEORGIA, MARYLAND, MICHIGAN, MISSOURI, NEW JERSEY, NORTH CAROLINA, OHIO, OR PENNSYLVANIA. If you are from Alabama, Georgia, Maryland, Michigan, Missouri, New Jersey North Carolina, Ohio, or Pennsylvania, you are contracting with Intercom, Inc. and agree that the only contracting party liable to you under this Agreement is Intercom, Inc., and its successors and assigns. For avoidance of any doubt, Intercom R&D Unlimited Company, and its successors and assigns, is not liable to you under this Agreement. If this Section 2 applies to you, any reference to “INTERCOM”, “WE”, “US”, or “OUR” shall mean Intercom, Inc. and its successors and assigns.
3. DESCRIPTION OF THE SERVICES. The services provided by Intercom consist of a customer relationship management and messaging tool for web app owners and include other services and tools offered by Intercom from time to time which you have selected and which are subject to supplemental terms (together the “Services”). The Services enable you as a customer to do the following with respect to your end user customers (“End User Customers”): browse your End User Customer contacts in a database, view the social profiles of and contact your End User Customers, and track your relationships with such End User Customers, including the characteristics and activities of visitors to your website. Other services and tools made available by Intercom have the properties and capabilities set out in the associated supplemental terms.
4. ACCESS TO THE SERVICES. The Services, together with the www.intercom.com website and domain name and any other linked pages, features, content, or application services offered from time to time by Intercom (collectively, the “Website”), are owned and operated by Intercom. Subject to the terms and conditions of this Agreement, Intercom hereby grants you a non-exclusive license, with no right to sublicense, to copy and install certain Intercom code on a website you own, control or operate, for the sole purpose of using the Services in connection with such websites. Intercom may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Intercom Content (as defined below). Intercom may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.
Intercom reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
You represent and warrant to Intercom that: (i) you are of legal age to form a binding contract, and you are at least 13 years or age or older; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.
5. INTERCOM CONTENT. The Website, the Services, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Services, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Intercom Content,”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Intercom Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Intercom Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
You may download or copy the Intercom Content (and other items displayed on the Website or Services for download) for personal non-commercial use only (unless provided for otherwise in supplemental terms), provided that you maintain all copyright and other notices contained in such Intercom Content. You shall not store any significant portion of any Intercom Content in any form. Copying or storing of any Intercom Content other than personal, noncommercial use is expressly prohibited without prior written permission from Intercom or from the copyright holder identified in such Intercom Content’s copyright notice. If you link to the Website, Intercom may revoke your right to so link at any time, at Intercom’s sole discretion.
6. YOUR CONTENT. In the course of using the Services, you may provide information which may be used by Intercom in connection with the Services. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Intercom or in connection with the Services (collectively, “Your Content”), Intercom hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Intercom’s provision of the Services. For clarity, the foregoing license grant to Intercom does not affect your ownership of or right to grant additional licenses to the material in Your Content.
You also warrant, represent and agree that you will not contribute any content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of Intercom, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Intercom reserves the right to remove any content from the Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Intercom is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
8. RESTRICTIONS. You are responsible for all of your activity in connection with the Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Services.
You acknowledge that all Intercom Content and Your Content (together, “Content”) accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Intercom be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Services, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services. You, not Intercom, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You acknowledge and agree that your indemnity obligation in Section 12 also applies to any third party claims relating to your disclosure of any third party personally identifiable information or the tracking of visitors (including without limitation your end user customers) on your website.
9. WARRANTY DISCLAIMER. You acknowledge that Intercom has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Intercom from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Intercom makes no representations concerning any content contained in or accessed through the Services, and Intercom will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Intercom makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE SERVICES CONTENT, WEBSITE AND ANY SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INTERCOM OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. REGISTRATION AND SECURITY. As a condition to using some aspects of the Services, you may be required to register with Intercom and set a password and user name (“User ID”). You shall provide Intercom with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization. Intercom reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.
12. INDEMNITY. You will indemnify and hold Intercom, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Services, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
13. LIMITATION OF LIABILITY. IN NO EVENT SHALL INTERCOM OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU FOR THE SERVICES DURING THE 6-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND INTERCOM’S REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
14. FEES AND PAYMENT. Intercom reserves the right to require payment of fees for certain or all Services. You shall pay all applicable fees, as described on the Website in connection with such Services selected by you. Intercom reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.
15. TAXES. “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Intercom receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Intercom shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Intercom your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the Services under this Agreement are provided. Intercom shall consider the Services under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide Intercom all necessary assistance to facilitate the recovery or refund of any VAT paid by Intercom in relation to the Services to the respective government or authority. You hereby agree to indemnify Intercom for any Taxes and related costs paid or payable by Intercom attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Intercom for all costs and damages related to any liability incurred by Intercom as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.
16. THIRD PARTY WEBSITES. The Services may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by Intercom. When you access Third Party Websites, you do so at your own risk.
17. TERMINATION. This Agreement shall remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. Intercom may terminate or suspend your access to the Services or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Intercom may also terminate or suspend any and all Services and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Services, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
18. MISCELLANEOUS. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Intercom’s prior written consent. Intercom may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Intercom in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
19. ARBITRATION; GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND INTERCOM ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
20. CONTACT. If you have any questions, complaints, or claims with respect to the Services, you may contact us at firstname.lastname@example.org.
Effective: December 14, 2015
Intercom, Inc. complies with the EU-U.S. Privacy Shield Framework and the Swiss-US Privacy Shield Framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information from European Union member countries. Please refer to Addendum 1.1 of this policy for more information regarding Intercom, Inc.’s EU Privacy Shield Certification Information.
A. Information You Provide to Us:
Your Personal Information: We receive and store any information you knowingly provide to us. For example, we collect Personal Information such as your name, email address, and browser information. You can choose not to provide us with certain information such as your credit card information, but then you may not be able to register with us or to take advantage of some of our features. We may anonymize your Personal Information so that you cannot be individually identified, and provide that information to our partners.
Your Customers' Personal Information: In order to provide you with the Services, we also receive and store any information you choose to provide us with respect to your customers (“End User Customers"). The End User Customer information (“End User Customer Information") we receive and store typically includes names and email addresses of your customers, but will consist of any information you choose to provide us with.
Upon sign up, if you choose to ask a friend to install intercom for you, we will ask for your friend's email address to notify him of such a request. Intercom, Inc. stores this information for the sole purpose of sending this one-time email notification.
If you choose to use our referral service to tell a friend about our site, we will ask you for your friend's name and email address. We will automatically send your friend a one-time email inviting him or her to visit the site. Intercom, Inc. stores this information for the sole purpose of sending this one-time email, and tracking the success of our referral program.
Your friend may contact us at email@example.com to request that we remove this information from our database.
B. Information Collected Automatically:
Whenever you interact with our Website, we automatically receive and record information on our server logs from your browser including your IP address, “cookie" information, and the page you requested. “Cookies" are identifiers we transfer to your computer or mobile device that allow us to recognize your browser or mobile device and tell us how and when pages in our Website are visited by you. You may be able to change the preferences on your browser or mobile device to prevent or limit your computer or device's acceptance of cookies, but this may prevent you from taking advantage of some of our Website's features. If you click on a link to a third party website, such third party may also transmit cookies to you.
When you visit the Website, whether as an Intercom customer or a non-registered user just browsing, our servers automatically record information that your browser sends whenever you visit a website (“Log Data"). For example, Log Data may include information such as your computer's IP address, browser type or the webpage you were visiting before you came to our Website, pages of our Website that you visit, the time spent on those pages, information you search for on our Website, access times and dates, and other statistics. We use this information to monitor and analyze use of the Website and the Services and for the Website's technical administration, to increase our Website's functionality and user-friendliness, and to better tailor it to our visitors' needs.
Additionally, as part of our provision of the Services to you, if you install certain software code provided by us on your website, we will also track and collect End User Customer usage information on your website. We also use third parties to collect publicly available information relating to your End User Customers. For more information on how we collect and compile End User Customer Information, please see Section C below.
Technologies such as cookies, beacons, scripts and tags are used by Intercom Inc. and our third party partners. These technologies are used in analyzing trends, administering the website, tracking users’ movements around the site, and gathering demographic information about our user base as a whole. We may receive reports based on the use of these technologies by these companies on an individual and aggregated basis. Various browsers may offer their own management tools for removing these types of tracking technologies.
We use Local Shared Objects, such as Flash cookies, and Local Storage, such as HTML5, to store content information and preferences. Various browsers may offer their own management tools for removing HTML5. Third parties with whom we partner to provide certain features on our website or to display advertising based upon your web browsing activity also use Flash cookies to collect and store information. You can manage Flash cookies here.
Our third party partners also employ clear gifs (a.k.a. Web Beacons/Web Bugs), images, and scripts that help them better manage content on our site. We do [not] tie the information gathered to our Customers' or Users' personal information.
Our website includes Social Media Features, such as the Facebook Like button, and Widgets, such as the Share this button or interactive mini-programs that run on our website. These Features may collect your Internet protocol address, which page you are visiting on our website, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our website. Your interactions with these Features are governed by the privacy statement of the company providing it.
C. E-mail and Other Communications:
We may contact you, by email or other means; for example, we may communicate with you about your use of the Website or Services. If you do not want to receive email or other mail from us, please indicate your preference by adjusting the settings on your account screen in the Website. Please note that if you do not want to receive legal notices from us, those legal notices will still govern your use of the Website, and you are responsible for reviewing such legal notices for changes.
If you wish to subscribe to our newsletter(s), we will use your name and email address to send the newsletter to you. Out of respect for your privacy, you may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in these emails, accessing the email preferences in your account settings page or you can contact us at firstname.lastname@example.org.
We neither rent nor sell your Personal Information or your End User Customers' Personal Information in personally identifiable form to anyone. We share such Personal Information in personally identifiable form with third parties as described below.
A. Trusted Third Parties:
We employ other companies and people to perform tasks on our behalf and need to share your information with them to provide the Services to you. Unless we tell you differently, such third parties do not have any right to use the Personal Information we share with them beyond what is necessary to assist us. This includes third party companies and individuals employed by us to facilitate our Services, including the provision of maintenance services, database management, Web analytics and general improvement of the Services. In particular, as part of our provision of the Services to you, we provide a limited amount of your End User Customer Information to Full Contact, Inc. (“Full Contact") so that Full Contact can collect and compile publicly available contact and social information related to your End User Customers, such as email addresses, gender, company, job titles, photos, website URLs, social network handles and physical addresses. For more information on the privacy practices of Full Contact, please visit http://fullcontact.com/privacy. You may opt-out of having such information sent to Full Contact by adjusting the settings on your app screen in the Website.
B. Business Transfers:
We may choose to buy or sell assets. In these types of transactions, customer information is typically one of the business assets that is transferred. Also, if we (or substantially all of our assets) are acquired, or if we go out of business, enter bankruptcy, or go through some other change of control, Personal Information would be one of the assets transferred to or acquired by a third party. You will be notified via email and/or a prominent notice on our Web site of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.
C. Protection of Intercom and Others:
We reserve the right to access, read, preserve, and disclose any information that we reasonably believe is necessary to comply with law or a court order; enforce or apply our conditions of use and other agreements; or protect the rights, property, or safety of Intercom, our employees, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. We also may be required to disclose an individual’s Personal Information in response to a lawful request by public authorities, including to meet national security or law enforcement requirements.
D. With Your Consent:
Except as set forth above, you will be notified when your Personal Information may be shared with third parties, and will be able to prevent the sharing of this information.
Your account is protected by a password for your privacy and security. You must prevent unauthorized access to your account and Personal Information by selecting and protecting your password appropriately and limiting access to your computer or device and browser by signing off after you have finished accessing your account.
We endeavor to protect the privacy of your account and other Personal Information we hold in our records, but we cannot guarantee complete security. The transmission of information via the Internet is not completely secure. Unauthorized entry or use, hardware or software failure, and other factors, may compromise the security of user information at any time.
When you enter your information on our site we encrypt the transmission of that information using transport layer security (TLS).
Through your account settings, you may access, and, in some cases, edit or delete the following information you've provided to us:
- name and password
- email address
- profile photo
- company name
- position in company
- credit card information
The information you can view, update, and delete may change as the Website changes. If you have any questions about viewing or updating information we have on file about you, please contact us at email@example.com. We will respond to your request to access within 30 days. Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of Personal Information which we share with our affiliates and/or third parties for marketing purposes, and providing contact information for such affiliates and/or third parties. If you are a California resident and would like a copy of this notice, please submit a written request to: firstname.lastname@example.org.
We post customer testimonials/comments/reviews on our web site which may contain personally identifiable information. We do obtain the customer's consent via email prior to posting the testimonial to post their name along with their testimonial. To request removal of your personal information from Testimonials or comments please contact us at email@example.com.
You can always opt not to disclose information to us, but keep in mind some information may be needed to register with us or to take advantage of some of our special features. You may be able to add, update, or delete information as explained in Section C above. When you update information, however, we may maintain a copy of the unrevised information in our records. We will retain your information for as long as your account is active or as needed to provide you services. You may request deletion of your account by contacting us at firstname.lastname@example.org. Please note that some information may remain in our private records after your deletion of such information from your account. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements but barring legal requirements, we will delete your information within 90 days. We may use any aggregated data derived from or incorporating your Personal Information after you update or delete it, but not in a manner that would identify you personally.
Our Web site offers publicly accessible blogs or community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them.
To request removal of your Personal Information from our blog or community forum, contact us at email@example.com. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.
If you have any questions or concerns regarding our privacy policies, please send us a detailed message firstname.lastname@example.org. We will make every effort to resolve your concerns.
Intercom, Inc. 55 2nd St, 4th Fl., San Francisco, CA 94105 USA
Effective Date: September 21, 2016
EU-US Privacy Shield Certification
The following information aligns Intercom, Inc. Privacy Statement with the specific points required by the Privacy Shield self-certification process, and ensures Intercom, Inc.’s compliance with the EU-US Privacy Shield Framework.
Intercom, Inc. has further committed to refer unresolved privacy complaints under the Privacy Shield Principles to an independent dispute resolution mechanism, the BBB EU PRIVACY SHIELD, operated by the Council of Better Business Bureaus. If you do not receive timely acknowledgment of your complaint, or if your complaint is not satisfactorily addressed, please visit bbb.org/EU-privacy-shield/for-eu-consumers for more information and to file a complaint.
Please note that if your complaint is not resolved through these channels, under limited circumstances, a binding arbitration option may be available before a Privacy Shield Panel.
Intercom, Inc. is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC).
Intercom, Inc. 55 2nd Street, 4th Floor, San Francisco, California, 94105
Valid individual within Intercom, Inc. handling of complaints, access requests, and any other issues concerning Intercom, Inc.’s compliance with the EU-US Privacy Shield Framework:
Thibault Candebat, Engineering Manager, email@example.com
Organization Corporate Officer
Certifying Intercom, Inc. compliance with the Privacy Shield Framework:
By submitting this self-certification, the below listed corporate officer attests that he/she is authorized to submit the self-certification on behalf of your organization and all entities or subsidiaries indicated below.
Ciaran Lee, CTO, firstname.lastname@example.org
Intercom, Inc. subsidiaries also adhering to the Privacy Shield Principles
Intercom R&D Unlimited Company (an Irish Company)
Human Resources Data refers to personal data about employees, past or present, collected in the context of the employment relationship. Information other than Human Resources data includes the following: customer, client, visitor, and clinical trial data.
Purposes for which Intercom, Inc. collects and processes personal data in reliance on the Privacy Shield
In cases of onward transfer to third parties of data of EU individuals received pursuant to the EU-US Privacy Shield, Intercom, Inc. is potentially liable.
User’s right to access their data
Intercom, Inc. acknowledges that EU individuals have the right to access the personal information that we maintain about them. An individual who seeks access, or who seeks to correct, amend, or delete inaccurate data, should direct his query to email@example.com. If requested to remove data, we will respond within a reasonable timeframe.
Please refer to Section “What personal information can I access?” to find out about how to access, correct or delete your Personal Data.
Please refer to Section “What choices do I have?” to find out about the choices and means available to you to limit use and disclosure of your Personal Data.
Federal Trade Commission will serve as the statutory body and has jurisdiction to investigate claims against Intercom, Inc. regarding possible unfair or deceptive practices and violations of laws or regulations covering privacy.