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Review the Terms of Service

Last updated: November 22, 2024

These Terms of Service (these “Terms”) govern access to and use of our products and services, including those offered through the instinctive.app website and any other websites and mobile applications made available by Instinctive Solutions, Inc., a Delaware corporation, (the “Instinctive”, the “Company”, “we”, “us” or “our”) (collectively, the “Services”). By accessing or using the Services, the individual accessing or using the Services (an “Individual User”) agrees to these Terms, which form a legally binding contract between such Individual User and Instinctive. If the user accessing or using the Services is doing so in the capacity of an employee, agent or representative of a company or other legal entity (an “Enterprise User”), such access and use of the Services in such capacity forms a legally binding contract between such Enterprise User and Instinctive and such individual represents and warrants to Instinctive that he/she/they has the authority to bind that company or other legal entity to these Terms. These Terms are incorporated into and form part of any Order Form or other document, contract or agreement entered into between Instinctive and any person or legal entity pertaining to the access and use of the Services including the exhibits thereto (a “Supplementary Agreement”). In the event of a direct conflict between these Terms and the terms and conditions of any Supplementary Agreement, the terms and conditions of the Supplementary Agreement shall control. Do not access or use the Services if you are unwilling or unable to be bound by these Terms. Instinctive and the Customer are each referred to herein as a “Party” and, collectively as the “Parties.”

Instinctive reserves the right, at its sole discretion, to modify or replace these Terms at any time. If we determine in our sole discretion that a revision to these Terms is material, we will make reasonable efforts to provide Customer with at least 30 days' notice delivered via the Instinctive customer portal prior to any new terms taking effect. By continuing to access or use the Services after those revisions become effective, the Customer agrees to be bound by the revised Terms. If the Customer does not agree to the new Terms, in whole or in part, Customer shall cease to access or use the Services.

1. Definitions

In addition to the capitalized terms defined elsewhere in these Terms, the following capitalized terms shall have the meanings specified below:

(a) “Aggregated Statistics” means data and information related to Customer’s use of the Services that is used by Instinctive in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

(b) “Agreement” means these Terms, Instinctive’s Privacy Policy, Website Terms of Use, and Data Processing Addendum, and each applicable Supplementary Agreement entered into between Instinctive and a Customer.

(c) “Authorized User” means either an Individual User or, with respect to an Enterprise User, that Enterprise User’s employees, consultants, contractors, and agents (i) who are authorized by the Enterprise User to access and use the Services under the rights granted to the Enterprise User pursuant to the Agreement, and (ii) for whom access to the Services has been purchased.

(d) “Customer” means an Individual User or an Enterprise User.

(e) “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.

(f) “Documentation” means Instinctive’s user manuals, guides and policies relating to the Services provided electronically by Instinctive to Customer, including end-user documentation relating to the Services available at via the Instinctive client portal.

(g) “Instinctive IP” means the Services, the Documentation, and any and all intellectual property provided to or accessible by Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Instinctive IP includes Aggregated Statistics and any information, data, or other content derived from Instinctive’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data. Instinctive IP excludes third-party IP provided with or accessible via the Services in connection with Third-Party Products.

(h) “Subscription” means the Services as offered on a free or paid subscription basis to Customers.

(i) “Third-Party Products” means any third-party products or services provided with or incorporated into the Services.

2. Access and Use

(a) Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with the terms and conditions of the Agreement, Instinctive hereby grants Customer a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use only. Instinctive shall provide to Customer the necessary portal, network links and connections to allow Customer to access the Services. The total number of Authorized Users will not exceed the number specified in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement. The number of Authorized Users may be adjusted by mutual written agreement of Instinctive and the Customer.

(b) Documentation License. Subject to the terms and conditions contained in the Agreement, Instinctive hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Customer’s internal business purposes in connection with its use of the Services.

(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in the Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, syndicate or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right, privacy or other right of any person, or that violates any applicable law.

(d) Reservation of Rights. Instinctive reserves all rights not expressly granted to Customer in the Agreement. Except for the limited rights and licenses expressly granted under the Agreement, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Instinctive IP.

(e) Suspension. Notwithstanding anything to the contrary in the Agreement, Instinctive may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if: (i) Instinctive reasonably determines that (A) there is a threat or attack on any of the Instinctive IP; (B) Customer’s or any Authorized User’s use of the Instinctive IP disrupts or poses a security risk to the Instinctive IP or to any other customer or vendor of Instinctive; (C) Customer, or any Authorized User, is using the Instinctive IP for fraudulent or illegal activities or in a manner which Instinctive believes may violate the intellectual property, privacy or other rights of any person; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Instinctive believes that Instinctive’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Instinctive has suspended or terminated Instinctive’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) as otherwise specified in the Agreement (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Instinctive shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Instinctive shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Instinctive will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. Customer shall not be charged Fees with respect to any period or suspension arising other than due to the act or omission of Customer.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in the Agreement, Instinctive may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Instinctive and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Instinctive. Customer acknowledges that Instinctive may compile Aggregated Statistics based on Customer Data input into the Services. Customer agrees that Instinctive may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

(g) User Accounts. The Customer shall be responsible for creation and maintenance of an account with Instinctive for itself and each Authorized User as applicable. When an account is created, information provided to Instinctive with respect to that account must be accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of the account, suspension of Services or termination of the Agreement. Customer shall not disclose and shall cause each Authorized User to refrain from disclosure of user credentials and passwords to any third party. Customer must notify Instinctive immediately upon becoming aware of any breach of security or unauthorized use of an Authorized User’s account, password or user credentials. Customer shall not use and shall cause each Authorized User to refrain from use of the user credentials and account password of another person or entity.

3. Customer Responsibilities

Customer is responsible and liable for all uses of the Services and Documentation resulting from access to the Services via Customer’s login / user credentials, whether such access or use is permitted by or in violation of the Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of the Agreement if taken by Customer will be deemed a breach of the Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of the Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall take all actions reasonably necessary to cause Authorized Users to comply with such provisions. For avoidance of doubt, Customer’s lack of actual or constructive control with respect to login / user credentials or any user of the Services, whether an Authorized User or otherwise, shall not reduce or eliminate Customer’s obligations under this Section 3.

4. Third-Party Products and Websites

Instinctive may from time to time make Third-Party Products available to Customer and, from time to time, third-parties may utilize the Services in connection with the delivery of Third Party Products, or may make the Services available via Third-Party Products. The Services may contain links to third-party web sites or services that are not owned or controlled by Instinctive. Such Third-Party Products are subject to their own terms and conditions available from the relevant third party and, as applicable, flow-through provisions as identified in any applicable Supplementary Agreement. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products or the Services to the extent including or delivered via the Third-Party Products. Instinctive has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. Customer acknowledges and agrees that Instinctive shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

5. Service Levels and Support

(a) Service Levels. Subject to the terms and conditions of the Agreement, Instinctive shall use commercially reasonable efforts to make the Services available in accordance with the service levels set out in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement.

(b) Support. The access rights granted hereunder entitle Customer to the support services described in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement.

6. Subscriptions, Fees and Payment

(a) Fees. Customer shall pay Instinctive the fees (“Fees”) as set forth in the Documentation, for the Customer’s Subscription or in the applicable Supplementary Agreement, without offset or deduction. For the avoidance of doubt, the pricing stated on the Instinctive Website shall be included in the Documentation for the purpose of the foregoing. Customer shall make all payments hereunder in US dollars on or before the applicable due date. If Customer fails to make any payment when due, without limiting Instinctive’s other rights and remedies: (i) Instinctive may charge interest on the past due amount at the rate specified in the Documentation for the Customer’s Subscription or in the applicable Supplementary Agreement; (ii) Customer shall reimburse Instinctive for all costs incurred by Instinctive in collecting any late payments or interest, including reasonable attorneys’ fees, court costs, and collection agency fees; and (iii) Instinctive may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.

(b) Subscriptions. The Services or some elements of the Services may be available pursuant to a paid or a free Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually) for the Fees associated with the Customer’s chosen Subscription, depending on the type of Subscription plan selected when purchasing the Subscription.

(c) Free Trials. Notwithstanding the free nature of a free trial, the Customer may be required to enter its billing information in order to sign up for the free trial. If billing information is entered when signing up for a free trial, the Customer will not be charged by Instinctive until the free trial has expired. On the last day of a free trial period, unless the Customer canceled its Subscription, Customer will be automatically charged the applicable Subscription Fees for the type of Subscription selected.

(d) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Instinctive’s income.

(e) Billing. Except as otherwise specified in the Documentation for the Customer’s Subscription or the applicable Supplementary Agreement, Customer will be billed in advance on a recurring and periodic basis (such as weekly, monthly or annually), depending on the type of Subscription plan selected by the Customer. Customer shall provide Instinctive with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information and Customer hereby authorized automatic billing for the Customer’s chosen Subscription using the payment method provided. Should automatic billing fail to occur for any reason, Instinctive will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. Without limiting Instinctive’s remedies under law or the Agreement, the Parties agree that all amounts due from Customer and not paid when due shall accrue interest at the lesser of (a) one and one-half percent (1 1/2%) per month, or (b) the maximum rate allowed by applicable law. The Customer is responsible for all wire and banking fees charged by the Customer’s originating financial institution as may be necessary to remit payment to Instinctive.

(f) Fee Changes. Except as otherwise specified in the Documentation for the Customer’s Subscription or the applicable Supplementary Agreement, Instinctive may, in its sole discretion and at any time, may modify the Fees. Any Fee change will become effective at the end of the then-current Subscription period. Instinctive will provide Customer with reasonable prior notice of any change in Fees to give You an opportunity to terminate Your Subscription before such change becomes effective. Continued access to and use of the Services after the Fee change comes into effect constitutes the Customer’s agreement to pay the modified Fee amount.

7. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under the Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Intellectual Property Ownership; Feedback

(a) Instinctive IP. Customer acknowledges that, as between Customer and Instinctive, Instinctive owns all right, title, and interest, including all intellectual property rights, in and to the Instinctive IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

(b) Customer Data. Instinctive acknowledges that, as between Instinctive and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Instinctive a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Instinctive to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. Customer hereby acknowledges and agrees that Instinctive may use the Customer Data as specified in Instinctive’s Privacy Policy.

(c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Instinctive by mail, email, telephone, or otherwise, suggesting or recommending changes to the Instinctive IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Instinctive is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Instinctive on Customer’s behalf, and on behalf of its Authorized Users, employees, contractors and/or agents, all right, title, and interest in, and Instinctive is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Instinctive is not required to use any Feedback.

9. Limited Warranty and Warranty Disclaimer

THE COMPANY IP IS PROVIDED “AS IS” AND “AS-AVAILABLE” AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. It is acknowledged that some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights, in which case some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

10. Indemnification

(a) Instinctive Indemnification.

(i) Instinctive shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with the Agreement, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that Customer promptly notifies Instinctive in writing of the claim, cooperates with Instinctive, and allows Instinctive sole authority to control the defense and settlement of such claim.

(ii) If such a claim is made or appears possible, Customer agrees to permit Instinctive, at Instinctive’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Instinctive determines that neither alternative is reasonably available, Instinctive may terminate the Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

(iii) This Section 10(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Instinctive or authorized by Instinctive in writing; (B) modifications to the Services not made by Instinctive; (C) Customer Data; or (D) Third-Party Products.

(b) Customer Indemnification.

Customer shall indemnify, hold harmless, and, at Instinctive’s option, defend Instinctive from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Agreement, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by the Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Instinctive or authorized by Instinctive in writing; or (iv) modifications to the Services not made by Instinctive, provided that Customer may not settle any Third-Party Claim against Instinctive unless Instinctive consents to such settlement, and further provided that Instinctive will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

THIS SECTION 10 SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

11. Limitations of Liability

IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED the amount of FEES actually paid by CUSTOMER FOR THE SERVICES and NOT RETURNED OR REFUNDED OR $100.00 IF THE CUSTOMER HAS ONLY ACCESSED AND USED THE SERVICE AT A FREE SUBSCRIPTION LEVEL.

12. Term and Termination

(a) Term. The term of the Agreement begins on the date the Customer initially accesses the Services (the “Effective Date”) and shall continue until (i) the end of the term of Subscription selected by the Customer; provided that paid Subscription Customers will continue as free Subscription Customers following the lapse of their paid Subscription Term, (ii) the end of the term specified in any Supplementary Agreement, or (iii) termination pursuant to the Agreement’s express provisions, whichever is earliest. If specified in, and subject to the terms of, the documentation for the Customer’s Subscription or any Supplementary Agreement, the term of the Agreement will automatically renew unless earlier terminated pursuant to the Agreement’s express provisions or a Party gives the other Party written notice of non-renewal as specified in the documentation for the Customer’s Subscription or the applicable Supplementary Agreement.

(b) Termination. In addition to any other express termination right set forth in the Agreement:

(i) Instinctive may terminate the Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder; or (B) breaches any of its obligations under the Agreement;

(ii) Customer may terminate the Agreement, effective on written notice to Instinctive, if the other Instinctive materially breaches the Agreement, and such breach: remains uncured forty-five (45) days after the Customer provides Instinctive with written notice of such breach; or

(iii) either Party may terminate the Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

(c) Free Trials. Instinctive may, at its sole discretion, offer a free Subscription tier, for a certain level of access for a limited period of time. At any time and without notice, Instinctive reserves the right to (i) modify the terms and conditions of the free Subscription offer, or (ii) cancel such free subscription offer.

(d) Effect of Expiration or Termination. Upon expiration or earlier termination of the Agreement, Customer shall immediately discontinue use of the Instinctive IP and Customer shall delete, destroy, or return all copies of the Instinctive IP and certify in writing to the Instinctive that the Instinctive IP has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(e) Survival. This Section 12(e) and Sections 1, 6, 7, 8, 9, 10, 11, and 13 survive any termination or expiration of the Agreement. No other provisions of the Agreement survive the expiration or earlier termination of the Agreement.

13. Miscellaneous.

(a) Entire Agreement. The Agreement, together with these Terms, Instinctive’s Privacy Policy, Website Terms of Use, and Data Processing Addendum, and each applicable Supplementary Agreement any other documents incorporated into the Agreement by reference and all exhibits to any of the foregoing, constitutes the sole and entire agreement of the Parties with respect to the Services and the other subject matter of the Agreement, and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

(b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and delivered (i) to Instinctive by email to legal-requests@instinctive.app, and (ii) to the Customer by posting as a message to Customer via the Instinctive customer portal or by email to the Customer’s contact address specified in the applicable Supplementary Agreement. Except as otherwise provided in the Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.

(c) Force Majeure. In no event shall Instinctive be liable to Customer, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Instinctive’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, or failure or degradation of the Internet, communications services and equipment or electrical supply.

(d) Amendment and Modification; Waiver. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

(e) Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(f) Governing Law; Submission to Jurisdiction. The Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to the Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

(g) Assignment. Customer may not assign any of its rights or delegate any of its obligations under the Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Instinctive. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. The Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

(h) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.

(i) US Government Rights. Each of the Documentation and the software components that constitute the Services is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefor, Customer only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.

(j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Review the Privacy Policy

Last updated: February 02, 2024

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this Privacy Policy:

Account means a unique account created for You to access our Service or parts of our Service.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Business, for the purpose of CCPA/CPRA, refers to the Company as the legal entity that collects Consumers' personal information and determines the purposes and means of the processing of Consumers' personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers' personal information, that does business in the State of California.
CCPA and/or CPRA refers to the California Consumer Privacy Act (the "CCPA") as amended by the California Privacy Rights Act of 2020 (the "CPRA").
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Instinctive.

For the purpose of the GDPR, the Company is the Data Controller.
Consumer, for the purpose of the CCPA/CPRA, means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose.
Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.
Country refers to: Maryland, United States
Data Controller, for the purposes of the GDPR (General Data Protection Regulation), refers to the Company as the legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Do Not Track (DNT) is a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.
GDPR refers to EU General Data Protection Regulation.
Personal Data is any information that relates to an identified or identifiable individual.

For the purposes of GDPR, Personal Data means any information relating to You such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity.

For the purposes of the CCPA/CPRA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.
Service refers to the Website.
Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used. For the purpose of the GDPR, Service Providers are considered Data Processors.
Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Website refers to Instinctive, accessible from https://instinctive.app
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Under GDPR, You can be referred to as the Data Subject or as the User as you are the individual using the Service.

Collecting and Using Your Personal Data

Types of Data Collected

Personal Data

While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:

Email address
First name and last name
Usage Data

Usage Data

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your Device's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

Tracking Technologies and Cookies

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze Our Service. The technologies We use may include:

Cookies or Browser Cookies. A cookie is a small file placed on Your Device. You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service. Unless you have adjusted Your browser setting so that it will refuse Cookies, our Service may use Cookies.
Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).

Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. You can learn more about cookies on TermsFeed website article.

We use both Session and Persistent Cookies for the purposes set out below:

Necessary / Essential Cookies

Type: Session Cookies

Administered by: Us

Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
Cookies Policy / Notice Acceptance Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies identify if users have accepted the use of cookies on the Website.
Functionality Cookies

Type: Persistent Cookies

Administered by: Us

Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
Tracking and Performance Cookies

Type: Persistent Cookies

Administered by: Third-Parties

Purpose: These Cookies are used to track information about traffic to the Website and how users use the Website. The information gathered via these Cookies may directly or indirectly identify you as an individual visitor. This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access the Website. We may also use these Cookies to test new pages, features or new functionality of the Website to see how our users react to them.

For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.

Use of Your Personal Data

The Company may use Personal Data for the following purposes:

To provide and maintain our Service, including to monitor the usage of our Service.
To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application's push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
To manage Your requests: To attend and manage Your requests to Us.
For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.
For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.

We may share Your personal information in the following situations:

With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, for payment processing, to contact You.
For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.
With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.
With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside.
With Your consent: We may disclose Your personal information for any other purpose with Your consent.

Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company's operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.

The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.

Delete Your Personal Data

You have the right to delete or request that We assist in deleting the Personal Data that We have collected about You.

Our Service may give You the ability to delete certain information about You from within the Service.

You may update, amend, or delete Your information at any time by signing in to Your Account, if you have one, and visiting the account settings section that allows you to manage Your personal information. You may also contact Us to request access to, correct, or delete any personal information that You have provided to Us.

Please note, however, that We may need to retain certain information when we have a legal obligation or lawful basis to do so.

Disclosure of Your Personal Data

Business Transactions

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

Law enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).

Other legal requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

Comply with a legal obligation
Protect and defend the rights or property of the Company
Prevent or investigate possible wrongdoing in connection with the Service
Protect the personal safety of Users of the Service or the public
Protect against legal liability

Security of Your Personal Data

The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.

Detailed Information on the Processing of Your Personal Data

The Service Providers We use may have access to Your Personal Data. These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies.

Analytics

We may use third-party Service providers to monitor and analyze the use of our Service.

Clicky

Clicky is a web analytics service. Read the Privacy Policy for Clicky here: https://clicky.com/terms

Email Marketing

We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.

We may use Email Marketing Service Providers to manage and send emails to You.

Brevo

Their Privacy Policy can be viewed at https://www.brevo.com/legal/privacypolicy/

Payments

We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g. payment processors).

We will not store or collect Your payment card details. That information is provided directly to Our third-party payment processors whose use of Your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

Stripe

Their Privacy Policy can be viewed at https://stripe.com/us/privacy

GDPR Privacy

Legal Basis for Processing Personal Data under GDPR

We may process Personal Data under the following conditions:

Consent: You have given Your consent for processing Personal Data for one or more specific purposes.
Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with You and/or for any pre-contractual obligations thereof.
Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject.
Vital interests: Processing Personal Data is necessary in order to protect Your vital interests or of another natural person.
Public interests: Processing Personal Data is related to a task that is carried out in the public interest or in the exercise of official authority vested in the Company.
Legitimate interests: Processing Personal Data is necessary for the purposes of the legitimate interests pursued by the Company.

In any case, the Company will gladly help to clarify the specific legal basis that applies to the processing, and in particular whether the provision of Personal Data is a statutory or contractual requirement, or a requirement necessary to enter into a contract.

Your Rights under the GDPR

The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.

You have the right under this Privacy Policy, and by law if You are within the EU, to:

Request access to Your Personal Data. The right to access, update or delete the information We have on You. Whenever made possible, you can access, update or request deletion of Your Personal Data directly within Your account settings section. If you are unable to perform these actions yourself, please contact Us to assist You. This also enables You to receive a copy of the Personal Data We hold about You.
Request correction of the Personal Data that We hold about You. You have the right to have any incomplete or inaccurate information We hold about You corrected.
Object to processing of Your Personal Data. This right exists where We are relying on a legitimate interest as the legal basis for Our processing and there is something about Your particular situation, which makes You want to object to our processing of Your Personal Data on this ground. You also have the right to object where We are processing Your Personal Data for direct marketing purposes.
Request erasure of Your Personal Data. You have the right to ask Us to delete or remove Personal Data when there is no good reason for Us to continue processing it.
Request the transfer of Your Personal Data. We will provide to You, or to a third-party You have chosen, Your Personal Data in a structured, commonly used, machine-readable format. Please note that this right only applies to automated information which You initially provided consent for Us to use or where We used the information to perform a contract with You.
Withdraw Your consent. You have the right to withdraw Your consent on using your Personal Data. If You withdraw Your consent, We may not be able to provide You with access to certain specific functionalities of the Service.

Exercising of Your GDPR Data Protection Rights

You may exercise Your rights of access, rectification, cancellation and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, We will try our best to respond to You as soon as possible.

You have the right to complain to a Data Protection Authority about Our collection and use of Your Personal Data. For more information, if You are in the European Economic Area (EEA), please contact Your local data protection authority in the EEA.

CCPA/CPRA Privacy Notice (California Privacy Rights)

This privacy notice section for California residents supplements the information contained in Our Privacy Policy and it applies solely to all visitors, users, and others who reside in the State of California.

Categories of Personal Information Collected

We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Device. The following is a list of categories of personal information which we may collect or may have been collected from California residents within the last twelve (12) months.

Please note that the categories and examples provided in the list below are those defined in the CCPA/CPRA. This does not mean that all examples of that category of personal information were in fact collected by Us, but reflects our good faith belief to the best of Our knowledge that some of that information from the applicable category may be and may have been collected. For example, certain categories of personal information would only be collected if You provided such personal information directly to Us.

Category A: Identifiers.

Examples: A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, driver's license number, passport number, or other similar identifiers.

Collected: Yes.
Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).

Examples: A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver's license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some personal information included in this category may overlap with other categories.

Collected: Yes.
Category C: Protected classification characteristics under California or federal law.

Examples: Age (40 years or older), race, color, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).

Collected: No.
Category D: Commercial information.

Examples: Records and history of products or services purchased or considered.

Collected: Yes.
Category E: Biometric information.

Examples: Genetic, physiological, behavioral, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.

Collected: No.
Category F: Internet or other similar network activity.

Examples: Interaction with our Service or advertisement.

Collected: Yes.
Category G: Geolocation data.

Examples: Approximate physical location.

Collected: No.
Category H: Sensory data.

Examples: Audio, electronic, visual, thermal, olfactory, or similar information.

Collected: No.
Category I: Professional or employment-related information.

Examples: Current or past job history or performance evaluations.

Collected: No.
Category J: Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).

Examples: Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records.

Collected: No.
Category K: Inferences drawn from other personal information.

Examples: Profile reflecting a person's preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.

Collected: No.
Category L: Sensitive personal information.

Examples: Account login and password information, geolocation data.

Collected: Yes.

Under CCPA/CPRA, personal information does not include:

Publicly available information from government records
Deidentified or aggregated consumer information
Information excluded from the CCPA/CPRA's scope, such as:
- Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data
- Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver's Privacy Protection Act of 1994

Sources of Personal Information

We obtain the categories of personal information listed above from the following categories of sources:

Directly from You. For example, from the forms You complete on our Service, preferences You express or provide through our Service, or from Your purchases on our Service.
Indirectly from You. For example, from observing Your activity on our Service.
Automatically from You. For example, through cookies We or our Service Providers set on Your Device as You navigate through our Service.
From Service Providers. For example, third-party vendors to monitor and analyze the use of our Service, third-party vendors for payment processing, or other third-party vendors that We use to provide the Service to You.

Use of Personal Information

We may use or disclose personal information We collect for "business purposes" or "commercial purposes" (as defined under the CCPA/CPRA), which may include the following examples:

To operate our Service and provide You with Our Service.
To provide You with support and to respond to Your inquiries, including to investigate and address Your concerns and monitor and improve our Service.
To fulfill or meet the reason You provided the information. For example, if You share Your contact information to ask a question about our Service, We will use that personal information to respond to Your inquiry. If You provide Your personal information to purchase a product or service, We will use that information to process Your payment and facilitate delivery.
To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
As described to You when collecting Your personal information or as otherwise set forth in the CCPA/CPRA.
For internal administrative and auditing purposes.
To detect security incidents and protect against malicious, deceptive, fraudulent or illegal activity, including, when necessary, to prosecute those responsible for such activities.
Other one-time uses.

Please note that the examples provided above are illustrative and not intended to be exhaustive. For more details on how we use this information, please refer to the "Use of Your Personal Data" section.

If We decide to collect additional categories of personal information or use the personal information We collected for materially different, unrelated, or incompatible purposes, We will update this Privacy Policy.

Disclosure of Personal Information

We may use or disclose and may have used or disclosed in the last twelve (12) months the following categories of personal information for business or commercial purposes:

Category A: Identifiers
Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
Category D: Commercial information
Category F: Internet or other similar network activity

Please note that the categories listed above are those defined in the CCPA/CPRA. This does not mean that all examples of that category of personal information were in fact disclosed, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been disclosed.

When We disclose personal information for a business purpose or a commercial purpose, We enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.

Share of Personal Information

We may share, and have shared in the last twelve (12) months, Your personal information identified in the above categories with the following categories of third parties:

Service Providers
Payment processors
Our affiliates
Our business partners
Third party vendors to whom You or Your agents authorize Us to disclose Your personal information in connection with products or services We provide to You

Sale of Personal Information

As defined in the CCPA/CPRA, "sell" and "sale" mean selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer's personal information by the Business to a third party for valuable consideration. This means that We may have received some kind of benefit in return for sharing personal information, but not necessarily a monetary benefit.

We do not sell personal information as the term sell is commonly understood. We do allow Service Providers to use Your personal information for the business purposes described in Our Privacy Policy, for activities such as advertising, marketing, and analytics, and these may be deemed a sale under CCPA/CPRA.

We may sell and may have sold in the last twelve (12) months the following categories of personal information:

Category A: Identifiers
Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
Category D: Commercial information
Category F: Internet or other similar network activity

Please note that the categories listed above are those defined in the CCPA/CPRA. This does not mean that all examples of that category of personal information were in fact sold, but reflects our good faith belief to the best of Our knowledge that some of that information from the applicable category may be and may have been shared for value in return.

Sale of Personal Information of Minors Under 16 Years of Age

We do not knowingly collect personal information from minors under the age of 16 through our Service, although certain third party websites that we link to may do so. These third-party websites have their own terms of use and privacy policies and We encourage parents and legal guardians to monitor their children's Internet usage and instruct their children to never provide information on other websites without their permission.

We do not sell the personal information of Consumers We actually know are less than 16 years of age, unless We receive affirmative authorization (the "right to opt-in") from either the Consumer who is between 13 and 16 years of age, or the parent or guardian of a Consumer less than 13 years of age. Consumers who opt-in to the sale of personal information may opt-out of future sales at any time. To exercise the right to opt-out, You (or Your authorized representative) may submit a request to Us by contacting Us.

If You have reason to believe that a child under the age of 13 (or 16) has provided Us with personal information, please contact Us with sufficient detail to enable Us to delete that information.

Your Rights under the CCPA/CPRA

The CCPA/CPRA provides California residents with specific rights regarding their personal information. If You are a resident of California, You have the following rights:

The right to notice. You have the right to be notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
The right to know/access. Under CCPA/CPRA, You have the right to request that We disclose information to You about Our collection, use, sale, disclosure for business purposes and share of personal information. Once We receive and confirm Your request, We will disclose to You:
- The categories of personal information We collected about You
- The categories of sources for the personal information We collected about You
- Our business or commercial purposes for collecting or selling that personal information
- The categories of third parties with whom We share that personal information
- The specific pieces of personal information We collected about You
- If we sold Your personal information or disclosed Your personal information for a business purpose, We will disclose to You:
  - The categories of personal information categories sold
  - The categories of personal information categories disclosed
The right to say no to the sale or sharing of Personal Data (opt-out). You have the right to direct Us to not sell Your personal information. To submit an opt-out request, please see the "Do Not Sell My Personal Information" section or contact Us.
The right to correct Personal Data. You have the right to correct or rectify any inaccurate personal information about You that We collected. Once We receive and confirm Your request, We will use commercially reasonable efforts to correct (and direct our Service Providers to correct) Your personal information, unless an exception applies.
The right to limit use and disclosure of sensitive Personal Data. You have the right to request to limit the use or disclosure of certain sensitive personal information We collected about You, unless an exception applies. To submit, please see the "Limit the Use or Disclosure of My Sensitive Personal Information" section or contact Us.
The right to delete Personal Data. You have the right to request the deletion of Your Personal Data under certain circumstances, subject to certain exceptions. Once We receive and confirm Your request, We will delete (and direct Our Service Providers to delete) Your personal information from our records, unless an exception applies. We may deny Your deletion request if retaining the information is necessary for Us or Our Service Providers to:
- Complete the transaction for which We collected the personal information, provide a good or service that You requested, take actions reasonably anticipated within the context of our ongoing business relationship with You, or otherwise perform our contract with You.
- Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
- Debug products to identify and repair errors that impair existing intended functionality.
- Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
- Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
- Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information's deletion may likely render impossible or seriously impair the research's achievement, if You previously provided informed consent.
- Enable solely internal uses that are reasonably aligned with consumer expectations based on Your relationship with Us.
- Comply with a legal obligation.
- Make other internal and lawful uses of that information that are compatible with the context in which You provided it.
The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your consumer's rights, including by:
- Denying goods or services to You
- Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
- Providing a different level or quality of goods or services to You
- Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services

Exercising Your CCPA/CPRA Data Protection Rights

Please see the "Do Not Sell My Personal Information" section and "Limit the Use or Disclosure of My Sensitive Personal Information" section for more information on how to opt out and limit the use of sensitive information collected.

Additionally, in order to exercise any of Your rights under the CCPA/CPRA, and if You are a California resident, You can contact Us:

By visiting this page on our website: https://instinctive.app/contact

Only You, or a person registered with the California Secretary of State that You authorize to act on Your behalf, may make a verifiable request related to Your personal information.

Your request to Us must:

Provide sufficient information that allows Us to reasonably verify You are the person about whom We collected personal information or an authorized representative
Describe Your request with sufficient detail that allows Us to properly understand, evaluate, and respond to it

We cannot respond to Your request or provide You with the required information if We cannot:

Verify Your identity or authority to make the request
And confirm that the personal information relates to You

We will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonably necessary and with prior notice.

Any disclosures We provide will only cover the 12-month period preceding the verifiable request's receipt.

For data portability requests, We will select a format to provide Your personal information that is readily usable and should allow You to transmit the information from one entity to another entity without hindrance.

Do Not Sell My Personal Information

You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us.

The Service Providers we partner with (for example, our analytics or advertising partners) may use technology on the Service that sells personal information as defined by the CCPA/CPRA law. If you wish to opt out of the use of Your personal information for interest-based advertising purposes and these potential sales as defined under CCPA/CPRA law, you may do so by following the instructions below.

Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that You use.

Website

If applicable, click "Privacy Preferences", "Update Privacy Preferences" or "Do Not Sell My Personal Information" buttons listed on the Service to review Your privacy preferences and opt out of cookies and other technologies that We may use. Please note that You will need to opt out from each browser that You use to access the Service.

Additionally, You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:

The NAI's opt-out platform: http://www.networkadvertising.org/choices/
The EDAA's opt-out platform http://www.youronlinechoices.com/
The DAA's opt-out platform: http://optout.aboutads.info/?c=2&lang=EN

The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by Your browser, You will need to opt out again.

Mobile Devices

Your mobile device may give You the ability to opt out of the use of information about the apps You use in order to serve You ads that are targeted to Your interests:

"Opt out of Interest-Based Ads" or "Opt out of Ads Personalization" on Android devices
"Limit Ad Tracking" on iOS devices

You can also stop the collection of location information from Your mobile device by changing the preferences on Your mobile device.

Limit the Use or Disclosure of My Sensitive Personal Information

If You are a California resident, You have the right to limit the use and disclosure of Your sensitive personal information to that use which is necessary to perform the services or provide the goods reasonably expected by an average consumer who requests such services or goods.

We collect, use and disclose sensitive personal information in ways that are necessary to provide the Service. For more information on how We use Your personal information, please see the "Use of Your Personal Data" section or contact us.

"Do Not Track" Policy as Required by California Online Privacy Protection Act (CalOPPA)

Our Service does not respond to Do Not Track signals.

However, some third party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.

Your California Privacy Rights (California's Shine the Light law)

Under California Civil Code Section 1798 (California's Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties' direct marketing purposes.

If you'd like to request more information under the California Shine the Light law, and if You are a California resident, You can contact Us using the contact information provided below.

California Privacy Rights for Minor Users (California Business and Professions Code Section 22581)

California Business and Professions Code Section 22581 allows California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.

To request removal of such data, and if You are a California resident, You can contact Us using the contact information provided below, and include the email address associated with Your account.

Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.

Children's Privacy

Our Service does not address anyone under the age of 13. We do not knowingly collect personally identifiable information from anyone under the age of 13. If You are a parent or guardian and You are aware that Your child has provided Us with Personal Data, please contact Us. If We become aware that We have collected Personal Data from anyone under the age of 13 without verification of parental consent, We take steps to remove that information from Our servers.

If We need to rely on consent as a legal basis for processing Your information and Your country requires consent from a parent, We may require Your parent's consent before We collect and use that information.

Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party's site. We strongly advise You to review the Privacy Policy of every site You visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Changes to this Privacy Policy

We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the "Last updated" date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

Contact Us

If you have any questions about this Privacy Policy, You can contact us:

By visiting this page on our website: https://instinctive.app/contact

Scroll through both the Terms of Service and the Privacy Policy to read and accept.