Terms of Use

Welcome to this website of INTENT, Inc. (the "Site").

Please read the following Terms and Conditions of Use carefully before using this Site or ordering/downloading any of our products, so that you are aware of your legal rights and obligations with respect to INTENT MediaWorks, Inc. and its parents, affiliates and subsidiaries (individually and collectively, "INTENT").

By using this Site, the Services, or downloading the Software, you signify your irrevocable acceptance of these Terms and Conditions of Use. You also agree to ensure that anyone who uses this Site, the Software or the Services on your computer also abides by the Terms and Conditions of Use. INTENT has the right to revise the Terms and Conditions of Use at any time without providing notice to its users. Your continued use of this Site, the Software or the Services shall be deemed irrevocable acceptance of those revisions. We reserve the right to change, modify, suspend or discontinue any portion of this Site, the Software or the Services at any time. We may also impose limits on certain features or restrict your access to parts or the entire Site without notice or liability.

Using this Site you may access some or all of the Software. As used in this Terms and Conditions of Use, the term, "Software," includes: o the INTENT Self Publisher o the INTENT MyPeer and its derivative works o any other software owned or controlled by INTENT which you have selected for downloading and installation, and o any online or enclosed documentation, data distributed to your computer for processing and any future programming fixes, updates and upgrades provided to you.

Using this Site or the Software, you may access some or all of the services (the "Services") offered by INTENT and its licensors and authorized business partners (the "INTENT Providers"). The Services include, but are not limited to: (i) the INTENT MyMediaSearch file searching utility; and (ii) the management and distribution, through INTENT's advertising management system (the "Palladia - AdHawk and MyTrax Systems") for various products and/or services through this Site, the Software, the Services and/or third party redemption partners of INTENT. You are only entitled to participate in free content if you accept advertising based media and comply with all applicable United States intellectual property laws or downloaded and installed the MyPeer or derivative work software applications with the usage rules. As used in this Terms and Conditions of Use, the term "Promotional Programs" means sweepstakes, games of chance, skill contests and other promotions which are administered by INTENT or third party administrators on INTENT's behalf and made available as part of the advertising programs INTENT participates in.

Privacy

Your privacy is very important to us at INTENT. To better protect your rights we have provided the INTENT Privacy Policy to explain our privacy practices in detail. To read the INTENT Privacy Policy, please click here.

Use of Materials

All materials published by INTENT on this Site (including, but not limited to, text, images, illustrations, video and audio clips, etc.) are owned or controlled by INTENT, its subsidiaries or affiliated companies or a third-party provider, and are protected by copyright and are sometimes referred to as "Materials." The Materials may not be copied, reproduced, uploaded or transmitted in any way unless specifically authorized by INTENT. Making modifications to the Materials or creating derivative works based on the Materials is prohibited, as is using the Materials on any networked computer environment or other website.

Use of Software

The Software made available by download from this Site is the copyrighted work of INTENT. Use of the Software is governed by the terms of the end user license agreement that accompanies or is included with such Software. You will not be able to download or install any Software that is accompanied by or includes an end user license agreement unless you agree to the terms of such end user license agreement. If you do not agree to such terms, you will not be able to use the Software.

THE SITE, THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY INTENT, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THIS SITE, THE SOFTWARE OR THE SERVICES, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. INTENT FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SITE, THE SOFTWARE OR THE SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE, THE SOFTWARE AND THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state. Limitation of Liability IN NO EVENT SHALL INTENT BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY OR OTHER THEORY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, LOSS OF MEDIA IF APPLICABLE, SERVICE INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SOFTWARE OR THE SERVICES, EVEN IF INTENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SITE, THE SOFTWARE AND/OR THE SERVICES IS TO DISCONTINUE ANY USE OF THE SITE AND/OR UNINSTALL AND CEASE USE OF SUCH SOFTWARE AND SERVICES.

Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you.

Term of Use

The license for use of this Site and aspects of the Services which may be accessed through this Site is effective until terminated. This license will terminate upon conditions set forth elsewhere within this Terms and Conditions of Use or if you fail to comply with any term or condition of this Terms and Conditions of Use. In such event, no notice shall be required by INTENT to effect such termination. The license for use of the Software and aspects of the Services which may only be accessible through the Software is governed by the Software's end user license agreement.

Links to Third Party Sites

The links throughout this Site will let you leave INTENT's Site. These links are provided as a courtesy only, and the sites they link to are linked are not under the control of INTENT in any manner whatsoever. Therefore, INTENT is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. INTENT is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by INTENT of the site and/or any of its content therein.

Accounts and Security

INTENT does not warrant that the functions contained in this Site, the Software or the Services will be uninterrupted or error-free, that defects will be corrected or that this Site or the server that makes it available will be free of viruses or other harmful components. You must register with INTENT to open an INTENT account ("Account") for the purpose of utilizing aspects of the Palladia system. For complete access to the Palladia system including the self publishing tools, you must install the a copy of or a derivative work of the MyPeer application. As part of the registration process, each user will select a password ("Password") and User Name ("User Name"). You shall provide INTENT with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Terms and Conditions of Use, which may result in immediate termination of your Account. You may not (i) select or use a User Name of another person with the intent to impersonate that person; (ii) use a name subject to the rights of any other person without authorization; or (iii) use a User Name that INTENT, in its sole discretion, deems inappropriate or offensive. You shall notify INTENT at customersupport@INTENT.com, of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Password. You shall be responsible for maintaining the confidentiality of your Password. INTENT may immediately terminate your Account, or suspend your access to your Account, without notice, for conduct that INTENT believes is: (i) illegal, fraudulent, harassing or abusive;(ii) a violation of this Terms and Conditions of Use, any other policies or guidelines posted by INTENT; or (iii) harmful to other users, third parties, the Services, or the business interests of INTENT. If INTENT has terminated a portion, but not all, of your access to the Services for the foregoing reasons, you will nevertheless be responsible for the all charges for the Services, if any. Use of an Account for illegal, fraudulent or abusive purposes may be referred to law enforcement authorities without notice to you. If you file a claim against INTENT, or a claim which in any way involves INTENT, then INTENT may terminate your Account. Upon termination of your Account by INTENT for any of the above-mentioned reasons, you will not establish a new Account for a period of not less than five years from the date of termination. Upon termination of your Account, INTENT will have no obligation to notify any third parties nor will INTENT be responsible for any damages that may result or arise out of termination of your Account.

Online Behavior

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not INTENT, are entirely responsible for all Content that you upload, download, post, email, transmit or otherwise make available via this Site, the Software or the Services. INTENT does not control the Content posted via this Site, the Software or the Services and does not guarantee the accuracy, integrity or quality of such Content. You understand that by using this Site, the Software or the Services, you may be exposed to Content that is offensive, indecent or objectionable and you may be exposing others to Content that others find objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. You acknowledge that you may not rely on any Content submitted to INTENT including, through this Site or the Services. Notwithstanding anything to the contrary, you may not:

  • remove any proprietary notices from this Site, Services, the Software or any copy thereof;
  • cause, permit or authorize the modification, creation of derivative works; translation, reverse engineering, decompiling or disassembling of the Software;
  • sell, assign, rent, lease, act as a service bureau, or grant rights in the Software or Services, including, without limitation, through sublicense, to any other entity without the prior written consent of INTENT;
  • export or re-export the Software in violation of U.S. export laws;
  • use this Site, the Software or Services for any commercial purpose or the benefit of any third party or any manner not permitted by the license grant;
  • use the INTENT Software or Services to access any content files accessible through the INTENT Software without the permission of the publisher of the content files;
  • copy the INTENT Software (other than a single copy for your own backup purposes);
  • access, create or modify source code of the Software in any way;
  • use the INTENT Software or Services to, or in any way that would, violate any applicable law, regulation or ordinance; or use the INTENT Software or Services to develop, generate, transmit or store information that: (A) infringes any third party's intellectual property or other proprietary right; (B) is defamatory or harmful; or (C) in any way obstructs or otherwise interferes with the normal performance of another person's use of the INTENT Software or Services. INTENT may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and you expressly authorize INTENT to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to you.

Your Representations and Warranties

You represent, promise and warrant that:

  • you possess the legal right and ability to enter into this Terms and Conditions of Use and to comply with its terms;
  • you will use this Site, the Software and Services for lawful purposes only and in accordance with this Terms and Conditions of Use, applicable end user license agreement(s) and all applicable laws, regulations and policies;
  • you will not attempt to decompile, reverse engineer or hack the Software, or the Services or to defeat or overcome any encryption and/or digital rights management technology implemented by INTENT with respect to this Site, the Software, the Services and/or data transmitted, processed or stored by INTENT, the Software or the Services;
  • you will not attempt to tamper with, violate, breach, circumvent, disrupt, hack or in any manner compromise any security measures employed by INTENT or INTENT's third party redemption partners and Promotional Programs administrators to protect the Advertising Programs, including, but not limited to altering, duplicating, transferring, deleting, eliminating, manipulating or tampering with Advertisements;
  • you will not take any steps to interfere with or in any manner compromise any of INTENT's security measures, the security measures of INTENT's third party redemption partners, Promotional Programs administrators, or other INTENT Providers; and
  • you will only use this Site, the Software and Services on a computer on which such use is authorized by the computer's owner.

MyPeer

If you have downloaded and/or installed the MyPeer or created an Account, you hereby acknowledge and agree that: o the MyPeer is the sole property of INTENT and that you have no claim, right, title or interest in and to MyPeer awarded to you, other than your right to redeem with express permission of INTENT if any; o MyPeer accounts are nontransferable and you shall not give, assign, transfer, trade, bargain, sell or otherwise distribute MyPeer without the consent or authorization of INTENT to any other end user or third party which is not an INTENT partner or client; and o INTENT has the right to amend, change or modify the MyPeer Rules or INTENT's policies regarding Advertisements or intellectual property rights of media rights holders at any time and at INTENT's sole discretion, including, but not limited to, the cancellation, removal and/or termination of MyPeer or its derivative works, Promotional Programs and/or the Advertising Program in its entirety without any recourse to you whatsoever.

Notification of Copyright Infringement

INTENT will investigate notices of copyright infringement and take appropriate actions. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through this Site, the Software or the Services, please notify INTENT's Copyright Agent. Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement must be a written communication addressed to the designated agent as set forth below (the "Notice"), and must include substantially all of the following: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed; (b) a description of the copyrighted work or works that you claim have been infringed ("infringed work") and identification of what material in such work(s) is claimed to be infringing ("infringing work") and which you request to be removed or access to which is to be disabled; (c) a description of the exact name of the file on the INTENT Software, the Services or this Site (and the location of the file, if it appears on this Site) that you claim is infringing or if the infringed work appears on a site linked to from this Site, the Software or Services, where the material that you claim is infringing is located on such site; (d) information sufficient to permit INTENT to contact you, such as your physical address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the material identified in your Notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; (f) a statement by you that the information in your Notice is accurate and, under penalty of perjury that you are the copyright owner or authorized to act on the copyright owner's behalf.

To reach INTENT's Copyright Agent for Notice of claims of copyright infringement: By mail: Copyright Agent, INTENT MediaWorks, Inc. 4470 Chamblee Dunwoody Rd, Suite 310 Atlanta, GA 30306, USA By fax: (404) 551.4613 The copyright agent should only be contacted if you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring or through this Site, the Software or Services. All other inquiries directed to the copyright agent will not be responded to.

Export Control Law; Notice to U.S. Government Users

The export and re-export of the Software is controlled by the United States Export Administration Regulations and such software may not be exported or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria or any country to which the United States embargoes goods. In addition, INTENT software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. By downloading the Software or using the Services, you are certifying that you are not a national of Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria or any country to which the United States embargoes goods and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. All INTENT products and publications are commercial in nature. The Software and documentation available on this Site are "Commercial Items," 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 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Severability

If any provision of these Terms and Conditions of Use shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

Indemnity

You agree to indemnify, hold harmless and defend INTENT, INTENT Providers, INTENT's third party redemption partners and promotional programs administrators, their affiliates, parent companies, subsidiaries, officers, directors, employees, advertising and promotions agencies, representatives or agents (collectively, the "Indemnified Parties"), at your expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to your (a) violation or breach of any term of this Terms and Conditions of Use or any policy or guidelines referenced herein, or (b) use or misuse of this Site, the Software and/or Services.

Trademarks

All trademarks, service marks, logos, trade names, and any other proprietary designations of INTENT used herein are trademarks or registered trademarks of INTENT. Any other trademarks, service marks and trade names are the trademarks or registered trademarks of their respective parties.

Miscellaneous

INTENT reserves all rights not expressly granted herein. INTENT may modify this Terms and Conditions of Use at any time by posting the revised Terms and Conditions of Use on this Site. Your continued use of this Site, the Software and/or Services shall constitute your acceptance of such revised Terms and Conditions of Use. You may not assign any rights granted to you hereunder. Nothing in this Terms and Conditions of Use shall constitute a partnership or joint venture between you and INTENT. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Terms and Conditions of Use shall nonetheless remain in full force and effect. The failure of INTENT at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. This Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Terms and Conditions of Use against or relating to INTENT or any Indemnified Party under this Terms and Conditions of Use will be subject to the exclusive jurisdiction of any state or federal court sitting in Atlanta, Georgia and you irrevocably consent to the jurisdiction of such courts. The terms set forth in this Terms and Conditions of Use and any agreements included or referred to in this Terms and Conditions of Use constitute the final, complete and exclusive agreement with respect to this Site, the Software and Services and may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

If you have any questions or concerns about this Terms and Conditions of Use or any issues raised in this Terms and Conditions of Use or on this Site, please contact us at salesinquiry@INTENTmediaworks.net or INTENT MediaWorks Customer Services, 4470 Chamblee Dunwoody Rd. Suite 310, Atlanta GA 30338.