Terms of Service (General Terms & Conditions)

Intellyo GmbH (“Intellyo”)
Breitenfurter Straße 372B/5/B4
1230 Vienna
Austria
+43 676 324 8959
‍operations@intellyo.com  
‍https://intellyo.com

Please read the following General Terms and Conditions (“Terms”) carefully. These Terms apply to Intellyo’s online content creation tool - including any future desktop or mobile applications - and consultation services offered by Intellyo (hereinafter referred to as “Services”), as well as to Intellyo’s websites intellyo.com, blog.intellyo.com, app.intellyo.com and any future websites (collectively, “Websites”). These Terms govern and regulate the use of any of Intellyo’s Websites or Services, and are effective from May 25, 2018. In case you do not accept these terms and conditions, please refrain from using any of Intellyo’s Websites or Services.

Definitions
‍The following terms and definitions shall be applied in this contract.

  1. Binding Contractual Relationship & Applicability‍
    1.1.   The Terms are a legally binding contract between they User and Intellyo. Intellyo shall provide its services exclusively on the basis of these Terms, which shall apply to all legal relationships and transactions between the User and Intellyo, even if they are not explicitly mentioned.
    1.2.   When registering to Intellyo’s Services, the User will be asked to confirm that they have read, understood and agreed to these Terms. In case they do not confirm their agreement, they will not be able to use any of Intellyo’s Services.
    1.3.   Intellyo reserves the right to change or update the Terms at any time, and will announce these changes or updates on this web page. After any changes or updates to the Terms, the User will be asked to accept these changes upon the next log-in. In case the User does not accept the changes to the Terms, they will no longer have the right to use Intellyo’s Services. The use of Intellyo’s Websites and Services is at the User’s own risk and responsibility.
    1.4.   The version of these Terms effective at the time of the conclusion the contract shall be applied. Deviations from these Terms and other supplementary agreements with the User/Customer shall only be effective if they have been confirmed by Intellyo in writing.
    1.5.   Any terms and conditions of the User that are different from these Terms are rejected by Intellyo, unless explicitly accepted in writing on a case-by-case basis. No other objection from Intellyo regarding the User’s terms and conditions shall be required.
    1.6.   This contract is the entire agreement between the User and Intellyo with respect to the Services, including use of the Websites, unless a separate contract is formulated and signed by both parties. In case of a separate contract, the terms defined in that contract shall be applicable. For any major topics (headlines in these Terms) that are not explicitly mentioned in the separate contract, the Terms described here shall be binding.
  2. Description of Service provided by Intellyo
    2.1.   Intellyo offers the Intellyo Creator Engine, an online content creation tool that supports users in producing text-based content for their digital audience. The features of the Creator Engine include e.g. keyword research, content creation with optimisation support, collaboration, editorial workflow management, and distribution. The availability and extent of these features are subject to limitation based on the subscription packages detailed in section three.
    2.2.   The User accepts that Intellyo may apply updates to its Services, which may result in changes in the appearance or functionality of the Services. Intellyo retains the right to provide, implement, install and maintain any updates, upgrades, improvements, corrections, bug fixes, and/or modifications to its Services.
    2.3.   Intellyo will use reasonable skills and care to provide Services that is safe, secure and error-free. However - as with any Software-as-a-Service product -, Intellyo cannot and will not guarantee that its Services will always function without disruptions, delays or imperfections.
  3. Registration & Subscription Types
    3.1.   A registration with Intellyo is required for using Intellyo’s Services. The registration itself is free and does not require the User to enter into a subscription. The User can use their email address and a self-determined password for registration.
    3.2.   A registration establishes a free contract between Intellyo and the User regarding the use of the Intellyo Services.
    3.3.   Registration shall require a minimum age of 18 years. As a minor the User is only allowed to register with Intellyo if they are at least fourteen years of age and their statutory agents have given their consent. Intellyo retains the right to make its Services subject to appropriate proof of identity, legal majority, or consent of the User’s statutory agents.
    3.4.   Intellyo shall be entitled to save and process the data provided by the User during the registration process in compliance with the data protection regulations. Please see Intellyo’s Privacy Policy for more details.
    3.5.   Forever Free Subscription. The free subscription plan addresses individual Users, and does not include collaboration or workflow management.
    3.6.  Starter Subscription. The paid Starter subscription plan includes collaboration, but does not contain any workflow management or access and permission rights management.
    3.7.   Professional Subscription. The paid Professional subscription plan offers an editorial workflow management, and access and permission rights management in addition to the other features. All downgrades and upgrades of the Services can be managed by the User on their settings page.
  4. Free Trial and Payments
    4.1.   In case of a Forever Free subscription, the User is allowed to use Intellyo’s Services free of charge with the limitation in features described in section 3.
    4.2.   Free Trial. Intellyo offers a 30-day free trial to Users who sign up to one of the paying subscription plans of its Services (Starter Subscription, Professional Subscription). When starting the trial, the User does not have to fill out their billing details. The User will receive reminders about the expiration of their free trial, and have to fill out their billing details prior to the expiration of the trial period. After the expiration of the trial, they are automatically charged with the full price of the subscription package.
    4.3.   If the User does not want to continue using the paid subscription after the trial period, they can choose the Forever Free subscription plan on the settings page of the user account, or delete their account completely. In the first case, all features that do not constitute a part of the Forever Free plan, will be available only in read-only mode.
    4.4.   Intellyo’s pricing is seat-based, meaning the User pays for each seat they purchase. The seats are non-shareable and non-transferable. Intellyo offers monthly or annual subscriptions to its Users. In both cases, the User is charged at the beginning of each billing period on a regular basis.
    4.5.  The monthly billing period at Intellyo is 30 calendar days, starting from the day of sign-up or upgrade to a paying subscription plan. The User is charged at the beginning of each billing period on a monthly (30-day) basis.
    4.6.   The annual billing period is 365 calendar days, starting from the day after the 30-day trial period expires. The User is charged at the beginning of each billing period on an annual (365-day) basis.
    4.7.   The credit-card provided by the User will be charged with the fee of the subscription plan (monthly or annual price per seat times the number of seats) on the first day of the monthly or annual billing period. In case Intellyo is unable to charge the payment from the User’s credit card, the subscription can be withdrawn until Intellyo is able to charge the outstanding amount.
    4.8.   Billing Proration. Intellyo uses billing proration in cases where changes are made by the User to the subscription plan during the billing period. In case the User adds additional seats to the Subscription plan, or removes any seats before the end of the billing period, the applicable credit or debit will be recorded, and will appear on the next invoice (at the beginning of the next billing period). The credit or debit amount is calculated according to the proportion of time for which the change is applicable within the given billing period.
    4.9.   Intellyo retains the right to charge the User within the duration of the billing period, should the User’s account reach a negative balance, the absolute amount of which exceeds the yearly fee of the respective subscription plan.
    4.10.  Refunds. Intellyo offers no refunds for amounts already paid by the User.
  5. Terms of Use, User’s Duties to Cooperate
    5.1.   Intellyo’s Services are aimed at all natural or legal persons who want to research, create, distribute, collaborate on and/or manage any kind of written online content (including, but not limited to: articles, blog posts, social media posts, website descriptions, etc.) whether alone or in a team. Intellyo’s Websites and Services can only be used in compliance with applicable laws and regulations, and only for the purpose intended by Intellyo.
    5.2.   When registering for Intellyo’s Services, the User must provide accurate and complete information for their User Account, and keep this Account information updated. During registration, the User is not allowed to select or use a username that (a) is a name belonging to another person, with the intent to impersonate that person; (b) is subject to any rights of a person other than the User without appropriate authorisation; or (c) is otherwise, offensive, vulgar or obscene.
    5.3.   The license granted to the User when registering to Intellyo’s Services is revocable, non-transferable, non-assignable and non-sublicensable, and allows the User to use the Websites and/or access the Services as a SaaS solution under the current Terms.
    5.4.   The scope of the provided Services by Intellyo shall depend on the chosen license, i.e. Forever Free, Starter, or Professional Subscription. The license shall be restricted to the chosen subscription period.
    5.5.   The User is solely responsible for the activity that occurs on their account, and for the content that they upload, create, edit, share or distribute using Intellyo’s Services and for all actions (incl. any loss or damage) linked to that. To comply with Intellyo’s values, the User shall refrain from publishing or distributing any content that is offensive, racist, discriminatory, vulgar or obscene, as well as from distributing any content that includes sensitive information or personal data to which the User does not possess the appropriate authorisation.
    5.6.   The User is the owner of the content they create using Intellyo’s Services, and Intellyo will not claim any intellectual property rights over this content.
    5.7.   The User is solely responsible for keeping their account credentials (incl. password) secure. The User is not allowed to use another person’s user account or registration information without permission at any time. The User is obliged to notify Intellyo immediately, should any breach of security or unauthorised use of their Account be detected. The User is strongly advised to never publish, distribute or post their credentials anywhere.
    5.8.   Intellyo is the owner of all Intellyo Services and Websites, the User may therefore not copy, reproduce, alter, modify, resell, mirror, translate or create derivative works of Intellyo without a written permission from Intellyo itself. These restrictions include any direct or indirect (a) use of Intellyo’s Material to create any service, software, documentation or data that is similar to any aspect of Intellyo’s Websites or Services; (b) disassembling, decompiling, reverse engineering or use of any other means to attempt to discover the source code of Intellyo’s Websites or Services, or the underlying ideas, algorithms or trade secrets integrated; (c) encumbrance, sublicensing, transfer, rent, leasing, time-sharing or use of Intellyo’s Websites or Services in benefit of any third party; (d) modification or creation of derivatives of any part of the Services; (e) rent, leasing, or use of the Services for time sharing or service bureau purposes; and (f) permission of any third party to engage in any of the aforementioned acts.
  6. Intellectual Property Rights
    6.1.   All Intellyo Material (as defined in the section “Definitions”) and other rights required to operate the Websites and Services are the sole property of Intellyo or its licensors, and are protected by Austrian and international copyright and trademark laws. With the exception of the limited licences granted to the User according to these Terms, Intellyo - in favour of itself or its licensors - remains the copyright holder.
    6.2.   The User is not allowed to copy, reproduce, modify, display, mirror, sell or use in any other commercial way the content of any Intellyo Material. These restrictions apply especially for (a) copying or modifying the code used to create and operate Intellyo’s Websites and Services; (b) the use or attempted use of any manual or automatic software, programs, tools, script robots, or any other auxiliary means, tools, mechanisms or processes (particularly browsers, spiders, robots, avatars or intelligent agents), in order to control, search through or establish a connection with websites or services - search engines and search support offered by Intellyo or generally available from third party providers (e.g. Chrome, Internet Explorer, Firefox, Safari, etc.); and (c) collecting, copying, or reproducing any information available on Intellyo’s Websites or in Intellyo’s Services, without prior written consent by Intellyo. Using any content of Intellyo’s Websites or Services on other websites for other purposes is also strictly prohibited.
    6.3.   The name “Intellyo”, the Intellyo logo, and other names and logos used on Intellyo’s Websites or Services are service trademarks or trademarks of Intellyo or its licensors. Additionally, all product and service names, brand designs, designs, and slogans constitute the trademark of Intellyo or its licensors. Furthermore the appearance, look, feel, style and atmosphere of the Intellyo Websites (incl. color schemes and combinations, layout, design and all further design elements) is also protected by copyright and trademark laws. Copyright laws also protect the codes used by Intellyo to build and show the content of its Websites.
    6.4.   In case of a justified, legitimate reproduction of the content on Intellyo’s Websites or of the Intellyo Material, it is required to comply with and refer to all applicable copyrights, trademarks, service trademarks and additional proprietary notices. All additional product or service brands that appear on the Websites are trademarks of the respective copyright owner.
  7. User-Generated Content
    7.1.   The User is responsible for and the owner of the content they create and distribute using Intellyo’s Services; Intellyo will not claim any intellectual property rights over this content. The User acknowledges and accepts that they are the controller of the information they create and distribute using Intellyo’s Websites and Services, and that information that is distributed using Intellyo’s Services is qualified as public information thereafter.
    7.2.   User may not create or distribute content using Intellyo’s Services that disregards the safety and well-being of others or the integrity of the users, or that violates these Terms and any other terms and policies that apply to the use of Intellyo’s Services.
    7.3.   Intellyo obliges all Users to refrain from creating and distributing content that is unlawful, misleading, discriminatory, fraudulent, offensive, racist or vulgar, as well as content that violates or infringes someone else’s right (incl. personal or sensitive information the User does not have the right to possess or distribute).
    7.4.   The User is prohibited from uploading viruses or malicious code, or do anything that could disable, overburden, or impair the proper functioning or appearance of Intellyo’s Services and Websites.
    7.5.  Intellyo reserves the right to regularly check and monitor the content created by the Users, in order to identify any content that violates the provisions described above. Where applicable, the User will be notified about the violations of these Terms and will be asked to delete the respective content. Intellyo also retains the right to delete such content, should the User not oblige to the notification within a grace period of 14 days.
  8. Privacy Policy & Data Protection
    8.1.   Intellyo complies with privacy and data regulations applicable in Austria and within the European Union. Intellyo uses Personal Data solely for the purpose of providing its Services and running its business and does not provide or sell any information for advertising or other purposes to third parties without the User’s consent.
    8.2.   More details can be read in the separate Privacy Policy and Cookie Policy. Both of these policies are to be interpreted as integral parts of the General Terms and Conditions described here.
    8.3.   In case the User does not agree with the General Terms and Conditions, the Privacy Policy and/or Cookie Policy, they shall not access or use any of Intellyo’s Services or Websites.
  9. Third-Party Providers
    9.1.  Intellyo retains the right to employ expert third-party services, incl. subcontractors and consultancies (“Erfüllungsgehilfen” as defined by Section 1313a of the Austrian General Civil Code (AGBG)) for rendering its Services, and/or to commission third parties to render such services.
    9.2. The commissioning of third parties (incl. contractual and billing negotiations) is done by Intellyo independently and autonomously. Intellyo will select the relevant third party or parties with care, and ensure their proper qualification.
  10. Warranty
    10.1.  DISCLAIMER. The material contained on the Intellyo Websites and Services are provided “as is”, “as available” and without warranty of any kind, whether expressed or implied. Intellyo hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, non-infringement, or fitness for a particular purpose. Furthermore, Intellyo does not provide warranty for or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Websites or Services, or otherwise relating to such materials, or that the Services will be error-free or provide certain results.
    10.2.   Intellyo’s Services may contain links or integrations to third-party apps, websites or services that are not operated or controlled by Intellyo, and such third-party apps, websites or services may link to Intellyo’s Websites or Services. Intellyo makes no representation or warranties with regards to, and is not responsible for content, functionality, legality, security, accuracy or other aspects of such third-party apps, websites or services.
    10.3.   Users of Intellyo’s Services shall notify Intellyo in writing (an email to the email address specified at the top of this page) about any defects, including the description of the defect, during the 30-day trial period, but latest eight days to the expiration of the trial period, so as to provide Intellyo sufficient time to fix the defect. Otherwise the Service shall be deemed accepted by the User.
    10.4.   As already included in section two, Intellyo is not able to provide Services that are bug-free, or that work 24/7 without interruptions. As with any Software-as-a-Service product, Intellyo cannot and will not guarantee that its Services will always function without disruptions, delays or imperfections.
  11. Limitation of Liability
    11.1.   Intellyo shall only be liable for damages incurred through proven malicious intent or gross negligence.
    11.2.  In no event shall Intellyo, its owners, suppliers or any of their respective owners, directors, employees, contractors and/or agents be liable to the User or any third party for an direct, indirect, special, exemplary, punitive or other consequential or incidental damages (incl. any lost profits or revenue, interruption, loss of programs or other information, any other monetary loss, etc.) arising directly or indirectly from (a) the User’s use of or access to the Websites and/or Services, or any content, products or services distributed on or provided through the Websites and/or Services; (b) for any failure or interruption of the Websites or Services; whether arising out of errors, omissions, loss of data, defects, viruses, bugs, trojan horses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Intellyo or its suppliers have been expressly advised of the possibility of such damages.
    11.3.   Intellyo shall not be liable for the costs of procurement for substitute services in case Intellyo discontinues or limits the Services or terminates or limits access to the Services.
    11.4.   Intellyo shall not be liable for any damages resulting from the loss or impairment of content or data uploaded, saved, shared, distributed or created by the users of the Services. The User is advised to save important content or data on an external storage medium.
    11.5.   Intellyo shall not be liable for any damages resulting from any decisions the User or any third party made in reliance on the Services. The User agrees to use the Services at their own risk.
    11.6.   Force Majeure. Intellyo shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
    11.7.   Indemnification. The User shall defend, indemnify and hold Intellyo, its respective officers, directors, shareholders and employees harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including court costs and reasonable attorney’s fees) that arise from or relate to an unlawful use of the Services, a violation of these Terms or claims raised by third parties resulting from an infringement of their rights in connection with content or information uploaded, saved, shared, distributed or created by the User via the Services.
  12. Cancellation and (Early) Termination of Agreement
    12.1.   The User can cancel their account whenever they want, by either deleting the account on their account setting page (reachable via the online tool on app.intellyo.com), or contacting Intellyo via post or email (address specified on the top of this page).
    12.2.   Once the User chooses to cancel their account, Intellyo is obliged to delete all their data. It is the User’s responsibility to make sure to archive and save their data before cancelling their account.
    12.3.   Intellyo is entitled to terminate the contract with immediate effect in case of a valid cause. These valid causes include, but are not limited to the following:
    (a) the provision of the Services becomes impossible for reasons in responsibility of the User, or is further delayed despite a granted grace period of 14 days;
    (b) the User continues to violate material obligations defined in these Terms or in a separate contract despite a written warning and a granted grace period of 14 days. Material obligations include e.g. the obligation to pay the amount as defined by the chosen subscription package or separate contract, or duties to comply with these Terms;
    (c) legitimate concerns exist regarding the User’s financial status or credit standing, and the User, upon Intellyo’s request, fails to make advance payments or ensure suitable security prior to the provision of the Services.
    12.4.   As indicated in section 4, Intellyo offers no refund of the amount already paid in case of an early termination.
  13. Miscellaneous
    13.1.   Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of Austria, excluding conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods. The User agrees that any mutual rights and duties, as well claims and disputes arising from or relating to the subject matter of this Agreement shall be governed by Austrian substantive law.
    13.2.   Severability. If one provision of these Terms is found to be unenforceable or invalid, the remainder of the agreement shall remain in full force and effect and enforceable. The void provision shall, if applicable, be replaced by the statutory provisions.
    13.3.   No Waiver. Intellyo’s failure to enforce or exercise any of the provisions included in these Terms shall not constitute a waiver of Intellyo’s right to later enforce that or any other part of this agreement.
    13.4.  Survival. Rights and obligations under this agreement which by their nature are intended to survive termination, including without limitation the indemnification and liability limitations provisions set forth in these Terms, shall remain in full effect after termination or expiration of the agreement.
    13.5.   Use of Customer References, Publicity. In case of a User being a business customer, Intellyo reserves the right to use the name of the User’s business and its business logo on its own advertising channels (including, but not limited to Websites, social media pages, investor and presentations, applications, etc.) to make reference to the User’s current or former business relationship with Intellyo. Intellyo can exercise this right without the User being entitled to any payment in this respect. The User has the right to revoke their consent in writing (incl. via email to the email address specified at the top of this page) at any time.
    13.6.   Promotional Codes. Intellyo may occasionally offer users promotional codes to purchase one of the paying subscription packages (Starter or Professional) for the time stipulated in the offer at a reduced price (“codes”). Intellyo shall determine at its own discretion if the User may redeem a code. Intellyo shall have the right to stop or change codes at any time without prior notification. The codes cannot be redeemed for cash or refunded, exchanged or used for other purchases than specified in the offer. Specific provisions relating to the code may apply in addition to these Terms. If these provisions specify a period of validity, the reduced fee shall only apply for this period and increase to the regular fee upon expiration of the period of validity.
    13.7.   Headings. The section headings and underlined sub-headings in this agreement are for convenience only and shall not affect their interpretation in any way.
    ‍