Welcome to Imentiv Inc. ("Imentiv.ai", "we", "us", or "our"). Thank you for choosing our platform. These Terms of Service ("Terms" and together with any applicable Supplemental Terms (as defined in Section 3.3 (Supplemental Terms)), the “Agreement”)) explain how you may access and use the Imentiv.ai platform, website, software, and related services (collectively, the "Platform"). We have written these Terms in a clear and respectful manner to help you understand your rights and responsibilities as a user.
If you or your organization have entered into a separate written agreement with us (such as an Enterprise or Master Services Agreement), that agreement will take precedence in case of any conflict. By accessing or using the Platform, creating an account, or clicking "I Accept," you confirm that you have read, understood, and agree to these Terms.
Capitalized terms used in this Agreement have the meanings set forth below or as otherwise defined where first used.
2.1 Account Creation: To access or use the Imentiv AI Platform, you may be required to create an account (an “Account”) and select an applicable plan (such as Personal or Professional), in accordance with the terms and features associated with that plan.
2.2 Registration Information: When creating an Account, you agree to: (i) provide accurate, current, and complete information as requested during the registration process (the “Registration Data”); (ii) promptly update your Registration Data as necessary to ensure it remains accurate, current, and complete at all times.
2.3 Account Ownership and Responsibility: You acknowledge and agree that your Account is provided solely for the purpose of accessing and using the Imentiv AI Platform and does not confer any ownership or property rights. All rights, title, and interest in and to Accounts are and will remain with Imentiv AI. You are responsible for all activities that occur under your Account, including any actions taken by Authorized Users who access the platform through your Account. We recommend that you take appropriate steps to safeguard your login credentials and notify us promptly if you become aware of any unauthorized access or use.
3.1 Access: Subject to your compliance with this Agreement and the terms of your selected plan, Imentiv AI will provide you with access to the features and functionality of the Imentiv AI Platform. We will make available the necessary Access Protocols to enable you and your Authorized Users to access and use the platform.You agree to take reasonable steps to prevent unauthorized access to or use of the Imentiv AI Platform and to promptly notify Imentiv AI if you become aware of any unauthorized use.
3.2 Supplemental Terms: Certain features or services offered through the Imentiv AI Platform may be subject to additional terms and conditions (“Supplemental Terms”). These Supplemental Terms will be presented to you for review and acceptance at the time you choose to use the applicable feature or service. In the event of any inconsistency between these Terms and any Supplemental Terms, the Supplemental Terms will govern solely with respect to the relevant feature or service.
3.3 Hosting: Imentiv AI will arrange and bear the cost of hosting the Imentiv AI Platform. You are responsible for obtaining and maintaining any hardware, software, internet access, or telecommunications services required for you or your Authorized Users to access the platform.
3.4 Updates and Enhancements: You acknowledge that the Imentiv AI Platform is continuously evolving. From time to time, Imentiv AI may update, modify, or enhance the platform, with or without prior notice. You may also need to install updates or upgrades to third-party software to continue using the platform. Any future releases, updates, or additional features made available as part of the Imentiv AI Platform will be subject to this Agreement unless otherwise stated.
Subject to your ongoing compliance with this Agreement and the terms of your selected plan, Imentiv AI grants you a non-exclusive, non-transferable (except as permitted under Section 12.6), limited license for the duration of this Agreement (the “Term”), and solely within the applicable Supported Environment, to:
You may permit your Authorized Users to access and use the platform’s features and functionality in accordance with this Agreement.
To protect the integrity of the Imentiv AI Platform, you agree that you will not, and will not permit any Authorized User or End User to:
You also agree not to remove, alter, or obscure any proprietary notices, including copyright and trademark notices, displayed on or within the Imentiv AI Platform.
All rights, title, and interest in and to the Imentiv AI Platform, the Software, the Documentation, and all related proprietary rights including patents, copyrights, trademarks, trade names, designs, algorithms, data structures, workflows, know-how, and trade secrets are and will remain exclusively with Imentiv AI and its licensors. Except as expressly permitted under this Agreement, applicable law, or with Imentiv AI’s prior written consent, you may not copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying components of the platform. All rights not expressly granted to you are reserved by Imentiv AI.
We welcome your feedback. Any suggestions, ideas, enhancement requests, or other feedback you provide regarding the Imentiv AI Platform may be used by Imentiv AI to improve our products and services. Such feedback will be used without identifying you as its source.
Notwithstanding anything else in this Agreement, you agree that you will not:
To facilitate payments, Imentiv AI may engage one or more third-party payment service providers (each, a “Third-Party Service Provider”) to process transactions, including card acceptance, settlements, and related services. When you make a purchase through the Imentiv AI Platform, you will be asked to provide payment details and any additional information required directly to the applicable Third-Party Service Provider. Your payment will be subject to that provider’s privacy policy and terms of service. Currently, Stripe’s Privacy Policy and Terms of Service apply. By completing a transaction, you authorize Imentiv AI and the applicable Third-Party Service Provider to share the minimum information necessary to process your payment. Please note that payment transactions may be subject to validation or authorization checks by your card issuer or payment provider. Imentiv AI is not responsible if a transaction is declined for any reason. For your security, our Third-Party Service Providers use industry-standard fraud prevention and verification measures, and you authorize them to authenticate your payment information as required. Your card issuer may charge additional processing or handling fees, which are not controlled by Imentiv AI. In some jurisdictions, Third-Party Service Providers may rely on subcontractors operating under strict confidentiality and data-protection obligations to complete payment processing.
You agree to pay all applicable fees and charges associated with your Account (collectively, “Fees”) in accordance with the pricing and billing terms in effect at the time payment becomes due. By providing your payment information, you authorize Imentiv AI and/or our Third-Party Service Provider to charge your selected payment method for all Fees due without requiring further notice or consent. You agree to promptly update your payment information to ensure it remains accurate and complete. Imentiv AI reserves the right to modify pricing or billing methods at any time, at its discretion. You are responsible for ensuring that sufficient funds or credit are available to cover all charges. Failure to provide valid payment information or to complete payment when due constitutes a material breach of this Agreement. Except as expressly stated in this Agreement, all Fees are non-refundable.
If you purchase a time-based subscription plan (a “Subscription”), the applicable subscription fee (the “Service Subscription Fee”) will be charged at the beginning of the subscription period (the “Subscription Service Commencement Date”) and at the renewal intervals selected at the time of purchase. Imentiv AI may revise Subscription pricing or terms in accordance with Section 15.1 (Agreement Updates). Where changes affect your active Subscription, we will use commercially reasonable efforts to notify you, such as by email. If you do not agree to the updated pricing or terms, you may cancel your Subscription as described below.
Unless you cancel in accordance with this Agreement, your Subscription will automatically renew at Imentiv AI’s then-current rate for the applicable plan. The renewal frequency (for example, monthly or annually) will be disclosed at the time of signup. By enrolling in a Subscription, you authorize Imentiv AI to charge your designated payment method at the start of each renewal period. If a renewal payment is unsuccessful, Imentiv AI may request immediate payment and may suspend or terminate your Subscription until payment is received. Once payment is completed, your Account will be reactivated, and the new Subscription period will begin as of the payment date.
You may cancel your Subscription at any time by logging into your Account and accessing the “Change/Cancel Membership” option within your Billing Portal or Account Settings. If you do not wish your Subscription to renew automatically, you must complete the cancellation process before the end of the current Subscription period.
Upon cancellation, you may continue to use your Subscription until the end of the current Subscription term. Your Subscription will not renew after that period expires. Please note that partial or prorated refunds for unused portions of a Subscription are not available.
If you upgrade your Subscription during an active Subscription period, the upgrade will take effect immediately, and any additional charges will be billed in accordance with this Agreement. Future renewal fees will reflect the upgraded plan. If you choose to downgrade your Subscription, the downgrade will take effect at the start of the next renewal period.
All Fees are exclusive of applicable taxes, duties, levies, or similar governmental charges, including sales, use, value-added, withholding, export, or import taxes, other than taxes based on Imentiv AI’s income. You are responsible for paying all such taxes and charges, including any penalties or interest. Payments must be made without deduction or withholding unless required by law. Where withholding is required, you agree to provide appropriate documentation evidencing payment to the relevant taxing authority upon request.
Any free trial or promotional access to the Imentiv AI Platform must be used within the specified trial period. Unless you cancel before the trial ends, your access will automatically convert to a paid Subscription at the then-current Service Subscription Fee, and you will be charged accordingly. If you believe you have been charged in error and notify us in writing, Imentiv AI will review the matter and, if appropriate, arrange for the charges to be reversed.
You are solely responsible for the accuracy, quality, legality, and appropriateness of all Customer Content, including any files submitted or uploaded by you or on your behalf, as well as any live-streamed content, Media Files, or Interactive Media Files generated through your use of the Imentiv AI Platform. You represent and warrant that you have obtained, and will continue to maintain, all necessary rights, licenses, permissions, and consents (including from End Users, where applicable) to submit Customer Content to the platform and to authorize Imentiv AI to process such content and generate outputs, reports, Media Files, and Interactive Media Files.
You are responsible for ensuring compliance with all applicable laws, including data protection, privacy, biometric, and similar regulations. This includes, where required:
You acknowledge that the Imentiv AI Platform processes facial and voice data and confirm that you will fully comply with all applicable privacy and data protection laws.
You are solely responsible for how you use, share, display, distribute, or otherwise rely upon any reports, Media Files, or Interactive Media Files generated through the Imentiv AI Platform.
Imentiv AI does not review, control, or monitor Customer Content or generated outputs and disclaims all responsibility and liability arising from their use. Without limiting the foregoing, you agree to ensure that no generated content:
As between you and Imentiv AI, you (or your End Users, where applicable) retain all right, title, and interest in and to all Customer Content, including submitted files, as well as any reports, Media Files, and Interactive Media Files generated through your use of the Imentiv AI Platform, together with all associated Intellectual Property Rights. Imentiv AI does not claim ownership of your Customer Content or of any generated outputs. Except as expressly stated in this Agreement, all rights in and to Customer Content and generated outputs are reserved by you or your End Users, as applicable.
You grant Imentiv AI a non-exclusive, worldwide, royalty-free, and fully paid license to use the Imentiv AI Platform and related services as necessary to provide, operate, maintain, and improve the platform.
In addition, Imentiv AI may collect and use aggregated and/or de-identified usage data relating to your and your End Users’ use of the platform for the following purposes:
The platform provides you with the option to opt out of the use of your data for training purposes, analytics, benchmarking or related purposes. Please note that choosing to opt out may impact the quality, functionality, or availability of certain features or future services offered to you. You further acknowledge and agree that any data used for training or related purposes prior to the effective date of your opt-out request may continue to be used by the platform in accordance with its existing processes.
You represent and warrant that Customer Content submitted through the Imentiv AI Platform will not:
You acknowledge that any use of the Imentiv AI Platform in violation of these representations constitutes unauthorized use. Imentiv AI reserves the right to suspend your access to the platform or terminate this Agreement immediately if this Section is breached.
You agree to comply with Imentiv AI’s Privacy Policy, Cookie Policy, Data Processing Agreement (DPA), and any other applicable policies governing use of the platform. You and your Authorized Users may access Customer Content and Media Files through the platform, and you are responsible for all changes, deletions, or actions taken with respect to such content, whether by you, your Authorized Users, or by Imentiv AI at your request.
You are responsible for safeguarding all API keys, passwords, and other Access Protocols. While you may download Media Files from the platform, you are encouraged to maintain your own backups. Imentiv AI does not guarantee the backup or retention of Customer Content or generated files and is not responsible for any loss of data. You remain solely responsible for creating and maintaining backup copies at your own expense.
To the fullest extent permitted by applicable law, you acknowledge and agree that your use of the Imentiv AI Platform is entirely at your own discretion and risk. The Imentiv AI Platform is provided on an “as is” and “as available” basis, including with any faults or limitations. Imentiv AI and its affiliates, officers, directors, employees, and agents (collectively, the “Imentiv AI Parties”) expressly disclaim all warranties, representations, and conditions of any kind, whether express, implied, or statutory. This includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement arising from or related to your use of the platform.
The Imentiv AI Parties do not make any warranty or representation that:
Any content, data, or materials downloaded from or accessed through the Imentiv AI Platform are obtained at your own risk. You are solely responsible for any damage to your devices, systems, or data, as well as for any other losses that may result from accessing or using such content.
From time to time, Imentiv AI may make available certain features, tools, or services that are identified as beta, experimental, or pre-release. These features are offered solely for evaluation and testing purposes, without any warranty of any kind, and may be modified, suspended, or discontinued at any time at Imentiv AI’s sole discretion.
All provisions of this Section 7 apply in full to any beta or experimental features.
To the fullest extent permitted by applicable law, Imentiv AI and its affiliates, officers, directors, employees, and agents (collectively, the “Imentiv AI Parties”) will not be liable to you for any incidental, indirect, special, consequential, or punitive damages of any kind. This includes, without limitation, damages for lost profits, business interruption, delays, loss or corruption of data, failure of delivery, or liabilities to third parties, regardless of the theory of liability and even if an Imentiv AI Party has been advised of the possibility of such damages. This limitation applies irrespective of whether any remedy provided under this Agreement fails of its essential purpose.
To the maximum extent permitted by law, the total cumulative liability of the Imentiv AI Parties to you for all claims arising out of or relating to this Agreement or the Imentiv AI Platform will not exceed the greater of:
This limitation does not apply to liability arising from:
You acknowledge that the limitations of liability set forth in this Section 8 are a fundamental element of the agreement between you and Imentiv AI and have been taken into account in determining pricing and the decision to make the Imentiv AI Platform available to you.
For purposes of this Agreement, “Confidential Information” means any non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or in electronic form, that is designated as confidential or that reasonably should be understood to be confidential based on the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the Imentiv AI Platform, the Documentation, and any enhancements, updates, or improvements thereto, all of which are considered confidential information of Imentiv AI.
The Receiving Party agrees to use the Disclosing Party’s Confidential Information solely for purposes permitted under this Agreement and not to disclose such information to any third party except as expressly allowed herein. Access to Confidential Information will be limited to Authorized Users or employees who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement. The Receiving Party will protect Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, and in no event with less than reasonable care. Upon the Disclosing Party’s request, or upon termination or expiration of this Agreement, the Receiving Party will promptly return or securely destroy (or permanently erase, in the case of electronic files) all Confidential Information for which it no longer has a right of use. Upon request, the Receiving Party will confirm its compliance with this obligation in writing.
The confidentiality obligations in this Section do not apply to information that the Receiving Party can demonstrate:
In addition, the Receiving Party may disclose Confidential Information to the extent required to enforce its rights under this Agreement or as required by law, regulation, or a valid court or governmental order. Where legally permissible, the Receiving Party will provide prompt written notice to the Disclosing Party and cooperate with any reasonable efforts to seek protective treatment of the disclosed information.
You agree to defend, indemnify, and hold harmless Imentiv AI, its affiliates, and their respective officers, directors, employees, and agents (each an “Imentiv AI Party” and collectively, the “Imentiv AI Parties”), at your own expense, from and against any third-party claims, demands, suits, or proceedings arising out of or relating to:
(collectively, “Claims”).
You agree to pay all damages, losses, costs, expenses, and attorneys’ fees finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by you. You acknowledge that this indemnification obligation includes claims arising under privacy or data protection laws where required consents were not obtained.
Imentiv AI reserves the right, at its own expense, to assume exclusive control of the defence and settlement of any Claim otherwise subject to indemnification by you. In such cases, you agree to fully cooperate with Imentiv AI in asserting any available defences. Nothing in this Section requires you to indemnify any Imentiv AI Party for that party’s own fraud, fraudulent misrepresentation, or unconscionable commercial practices.
The obligations set forth in this Section 10 will survive any termination or expiration of your Account, this Agreement, or your access to the Imentiv AI Platform.
This Agreement becomes effective on the date you accept it, as described in the preamble, and will remain in effect for as long as you continue to access or use the Imentiv AI Platform, unless it is terminated earlier in accordance with this Agreement.
The Service Subscription Fees paid for access to the Imentiv AI Platform are non-refundable. If you materially breach any provision of this Agreement, or if Imentiv AI is required to do so by applicable law (including where continued provision of the platform becomes unlawful), Imentiv AI may immediately suspend or terminate your access to the platform without prior notice. Imentiv AI also reserves the right to terminate this Agreement or your access to the Imentiv AI Platform at any time, with or without cause, upon notice to you. You acknowledge and agree that all terminations for cause are made at Imentiv AI’s sole discretion and that Imentiv AI will not be liable to you or any third party for any termination of your Account or access to the platform.
You may terminate this Agreement at any time by closing your Account for the Imentiv AI Platform. Any termination initiated by you will become effective at the end of the then-current term of all active Subscriptions, as described in Section 5.3(a) (Automatic Renewal). Your Subscription will continue through the end of the applicable Subscription period unless it is cancelled in accordance with the procedures set forth in that section.
Upon termination or expiration of your access to the Imentiv AI Platform, your right to use the platform and any related features will immediately cease. In accordance with the Data Processing Agreement (DPA), Imentiv AI may delete Customer Content associated with your Account from its live systems. If you wish to request deletion of Customer Content or other data related to your Account, you may contact us at the address specified in this Agreement.
If your Account is terminated for cause, Imentiv AI may also restrict or prohibit any future access to the platform. You acknowledge and agree that Imentiv AI will not be liable to you for any suspension, termination, or deletion of Customer Content. All provisions of this Agreement that by their nature are intended to survive termination including ownership provisions, disclaimers of warranties, limitations of liability, and indemnification obligations will survive termination or expiration of this Agreement.
If any dispute, controversy, or claim arises out of or relates to this Agreement, including its breach, termination, or validity (a “Dispute”), the Parties agree to first attempt to resolve the matter through good-faith discussions between senior representatives of each Party. If the Dispute is not resolved within thirty (30) days after written notice is provided, either Party may submit the Dispute to mediation administered by the American Arbitration Association (AAA) under its Mediation Procedures. The mediation will take place in California, United States, unless the Parties agree otherwise.
If the Dispute is not resolved through mediation within thirty (30) days of the initiation of mediation, the Dispute will be finally resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its then-current Commercial Arbitration Rules. The seat and venue of arbitration will be San Francisco, California, USA. The arbitration will be conducted before a single arbitrator, mutually appointed by the Parties. The language of the arbitration will be English. The arbitrator’s decision will be final and binding, and judgment on the award may be entered and enforced in any court of competent jurisdiction.
Nothing in this Agreement prevents either Party from seeking temporary, interim, or injunctive relief from a court of competent jurisdiction in California to protect its intellectual property rights or Confidential Information while arbitration is pending.
This Agreement will be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict-of-laws principles.
Each Party will bear its own legal fees and expenses related to arbitration. The fees and expenses of the arbitrator will be shared equally by the Parties, unless otherwise allocated in the final arbitral award.
Each Party retains the right to seek provisional remedies from any court of competent jurisdiction, including attachment, preliminary injunction, or other equitable relief, as necessary to prevent irreparable harm, preserve the status quo, or protect the subject matter of the arbitration, regardless of whether mediation has commenced or concluded.
You and Imentiv AI knowingly and voluntarily waive any constitutional or statutory right to have disputes resolved in court or by a judge or jury. Instead, all Disputes will be resolved through arbitration as described in this Section, except where expressly permitted otherwise in this Agreement. You acknowledge that arbitration does not involve a judge or jury and that judicial review of an arbitration award is limited.
You and Imentiv AI agree that all Disputes must be brought solely on an individual basis. Neither Party may bring or participate in any class, collective, representative, or mass action against the other. Only individual relief is available, and claims involving multiple users may not be consolidated or arbitrated together. This provision does not prevent either Party from participating in a class-wide settlement, if applicable.
Imentiv AI respects the intellectual property rights of others and expects users of the Imentiv AI Platform to do the same. It is our policy to terminate access for users who repeatedly infringe copyrights, trademarks, or other intellectual property rights, where appropriate and upon receipt of proper notice.
If you believe that your intellectual property has been copied or made available on the Imentiv AI Platform in a manner that constitutes infringement, please submit a written notice to Imentiv AI’s designated intellectual property agent that includes the following information:
Please direct all notices of alleged infringement to:
Imentiv Inc.
22555 Salem Ave
Cupertino, California 95014, USA
Email: support@imentiv.ai
Contact Number: +1 (408) 480-6635
The Imentiv AI Platform may include links to, or provide access to, websites, content, or services operated by third parties. Imentiv AI does not monitor, review, or control the content or practices of these third-party websites or services. Any opinions expressed, materials displayed, or services offered by third parties are those of the respective third parties and do not necessarily reflect the views of, or imply endorsement by, Imentiv AI. Imentiv AI should not be regarded as the publisher of such third-party content.
You acknowledge and agree that Imentiv AI is not responsible for evaluating the accuracy, completeness, availability, timeliness, legality, or quality of any third-party materials or services. Imentiv AI does not warrant or endorse, and expressly disclaims any responsibility or liability for, any third-party content, products, or services made available through or in connection with the Services. Third-party links and materials are provided solely for your convenience. When you choose to access third-party websites or services, you do so at your own discretion and risk.
Please note that Imentiv AI is not responsible for the privacy practices or content of third-party websites or services. We encourage you to review the privacy policies and terms of use of any external sites you visit. You are responsible for evaluating the security, reliability, and trustworthiness of such sites or services. Imentiv AI will not be liable for any loss or damage of any kind arising from your interactions with third-party websites or services.
From time to time, Imentiv AI may update these Terms and any applicable Supplemental Terms. When updates are made, the revised version will be made available on the Imentiv AI Platform, and the “Last Updated” date at the top of this Agreement will be revised accordingly. If the changes are material and you have an active Account, we will use commercially reasonable efforts to notify you, such as by sending an email to the address associated with your Account. Unless otherwise stated, updates will take effect immediately for users without an Account and thirty (30) days after posting for users with an Account. In some cases, we may require you to expressly accept the updated Agreement before continuing to use the Imentiv AI Platform. If you do not agree to any update, you should discontinue use of the platform.
If any provision of this Agreement is held to be invalid or unenforceable, that provision will be interpreted, to the extent possible, in a manner consistent with the original intent of the Parties. All remaining provisions will continue in full force and effect.
Any failure or delay by Imentiv AI in enforcing any provision of this Agreement will not be considered a waiver of that provision or of any other provision. A waiver on one occasion does not constitute a waiver on any future occasion.
You may not assign, transfer, or delegate this Agreement, in whole or in part, without Imentiv AI’s prior written consent. Any attempted assignment in violation of this provision will be void. Imentiv AI may freely assign or transfer this Agreement, including its rights and obligations, without restriction or prior notice.
You agree to comply with all applicable international, federal, state, and local laws, regulations, ordinances, and statutes in connection with your access to and use of the Imentiv AI Platform and the Documentation.
Imentiv AI will not be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control. These events may include, without limitation, acts of God, war, terrorism, civil unrest, governmental actions, fire, flood, accidents, pandemics, labor disputes, or shortages of transportation, fuel, energy, labor, or materials.
Where an email address is required, you are responsible for providing Imentiv AI with a valid and current email address. Notices sent to the email address associated with your Account will be considered effective upon transmission, even if delivery is unsuccessful due to an invalid or outdated address. You may send notices to Imentiv AI by email or by written correspondence to the following address:
Imentiv Inc.
22555 Salem Ave
Cupertino, California 95014, USA
Email: support@imentiv.ai
Notices sent by mail will be deemed received when delivered by a nationally recognized courier or first-class prepaid mail.
This Agreement constitutes the complete and exclusive understanding between you and Imentiv AI with respect to the subject matter addressed herein and supersedes all prior or contemporaneous discussions, communications, or agreements, whether written or oral.