Terms of Service.

These Terms of Service are effective as of May 6, 2025.

Welcome to Intangible! Intangible Technology Inc. (also referred to as “Intangible” or “us”) offers an AI-powered platform that enables users to generate, refine, and collaborate on 3D visuals from narrative concepts (“Service”). Designed for content creators across multiple industries, Intangible enables rapid iteration and seamless creative production.

Our Service includes our proprietary, Software-as-a-Service platform which includes our website (located at: https://intangible.ai/) (“Site”) and all of its related web pages and locations, our documentation, Materials (defined below), all software applications, databases, modules, source code, development tools, libraries and utilities, Intangible Content and Licensed Content that Intangible makes available to you, as well as all modifications, updates, upgrades, and enhancements that Intangible may make to the Service at any time and on a periodic basis (each of the foregoing capitalized terms defined further below).

This Intangible Terms of Service (also “Terms”) applies to your use of the Service, Materials, Intangible Content and Licensed Content. These Terms are a legally binding agreement between you and Intangible, so please read them carefully (each of the foregoing capitalized terms defined further below). 

BY USING THE SERVICE, YOU AGREE TO THESE TERMS AND TO THE INTANGIBLE PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE. MATERIALS AND INFORMATION INTENDED FOR USERS OF THE SERVICE ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE (OR THE MINIMUM LEGAL AGE REQUIRED TO PROVIDE CONSENT FOR PROCESSING OF PERSONAL DATA IN THE COUNTRY WHERE THE CHILD IS LOCATED).

If you are using the Service on behalf of an organization, you are agreeing to these Terms for that organization and represent you have the authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization) unless that organization has a separate paid contract in effect with Intangible, in which event the terms of that contract will govern your use of the Service.

1. Changes to Terms of Service

Intangible reserves the right, in its sole discretion, to change or modify the Terms, whether in whole or in part, without notice. If Intangible changes the Terms, Intangible will post such new terms on the Site and any such changes or modifications will become effective upon posting. Your access to and use of the Service, following the posting of any such changes or modifications, will constitute your acceptance of the Terms as revised.

2. Your Account

1. While registration is not required to access and use the Site, Intangible requires you to register to use the Service. Intangible requires you to provide your true, complete and accurate information about yourself  on any registration form in the Site, and to maintain and update that information over time to remain true, complete and accurate.
2. You are responsible for (i) your Input and Output and (ii) complying with the Terms including our Acceptable Use Policy (see Section 8 below). Only you may use your Intangible account, and you are responsible for all aspects of your account. You may not share, loan or transfer your ID or password. If you become aware of any unauthorized use of the Service or your account or have any questions about your account please contact Intangible Support at support@intangible.ai.  
3. Our Service utilizes Single Sign-On (SSO) in order to sign up, register and authenticate into the Service. You may choose what email address(es) you use to register for an account. If the domain of the email address associated with your account is owned or controlled by an organization, and that organization establishes a direct relationship with Intangible and wishes to add your account to its relationship, then your account and email may be moved under that organization’s account after a reasonable attempt to notify you. If you fail to respond or change your email address associated with your account, your account may be deactivated, and your User Data (defined below) associated with your account may be deleted.
4. If an organization provided you with your account (e.g., an employer or school), or if you agree to have your account managed by an organization, you understand that this organization has rights to your account and may: (i) manage your account (including suspending or canceling); (ii) reset your password; (iii) view your usage and profile data, including how and when your account is used; and (iv) manage the User Data in your account.
5. Parents and legal guardians may not agree to these Terms on their children’s behalf. If Intangible becomes aware that a child under 13 has provided or attempted to provide Intangible with personal information, Intangible will use best efforts to remove the information permanently from our files. If you are between the age of 13 and 18 years old, you may use the Service but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child between 13 and 18 years old, be advised that you are fully responsible for his or her use of the Service and any and all legal liability that he or she may incur.

3. Suspension and Termination of Your Account

If Intangible believes that your account has been used for any illegal purpose, or you have otherwise violated the Terms (including the Acceptable Use Policy) or any applicable federal, state or local laws, Intangible may share account information with law enforcement officials and suspend and/or terminate your account. Once your account is suspended or terminated, you will no longer have access to your account, Output or User Data. Upon termination, you may request access to your Output and User Data, which we will make available, except in cases where we have terminated your account due to your violation of these Terms or the Acceptable Use Policy. If you request the deletion of your data, we will process your request promptly, unless retention is necessary to comply with legal obligations or for legitimate business interests.

4. Right to Access and Use the Service, Intangible Content and Licensed Content

1. The Service & Intangible Content. Upon completion of the registration of your account, and subject to these Terms, Intangible grants you a royalty-free, nonexclusive, nontransferable, worldwide right during your Subscription Term (defined below and as set forth in your homepage) to access and use the Service and Intangible Content. Intangible reserves all rights not expressly granted under these Terms. You agree that Intangible owns all rights, title and interest in the Service (including but not limited to, any computer code), and themes, objects, characters, concepts, artwork, animations, methods of operation, moral rights, documentation (“Intangible Content”) and all improvements, enhancements and updates made to any of the foregoing.
2. Licensed Content. Subject to any applicable Content License Terms, you may use Licensed Content in connection with the Service during the Subscription Term. All use (which may include the right to download if applicable) of Licensed Content is subject to additional license rights, limitations and restrictions set forth in the Service (“Content License Terms”). The applicable license rights and restrictions vary depending on the type and source of the Licensed Content. For clarity, Output may include Licensed Content. You may need to secure your own license to such Licensed Content to fully utilize Output where such Licensed Content appears.
3. Restrictions. You shall not and not allow any third party to: (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service, Intangible Content, Materials, or the Licensed Content to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, Intangible Content, or Materials, or any part of any of the foregoing; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service, Intangible Content, Materials or the Licensed Content; or (x) violate the Acceptable Use Policy.
4. Support.  If you experience any errors, bugs, or other issues in its use of the Service, please notify Intangible at support@intangible.ai. Intangible will use commercially reasonable efforts to respond as soon as possible in order to resolve the issue or provide a suitable workaround.

5. Input & Output; Use of AI Products in the Service & AI Disclaimer

1. Input. Subject to your compliance with this Agreement, you may upload any information, data, text, images, audio, video and/or other materials through the Service, including by way of your prompts, comments, questions, and other input to the Service (collectively, "Input"). You, and not Intangible, are entirely responsible for all Input that you upload to the Service. By submitting your Input) to the Service, you represent and warrant that:
   
   1. You own or have the necessary licenses, rights, consents, and permissions to use and authorize the Service to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to your Input; 
   2. Your Input, and your submission to and use of the Service will not infringe or violate any third party's intellectual property rights, privacy rights, or any other rights;
   3. All information submitted as part of your Input is accurate and not misleading;
   4. Your Input does not contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; 
   5. Your Input does not violate the Acceptable Use Policy, and complies with all applicable laws and regulations; and 
   6. Your Input does not contain any viruses, malware, or other harmful code that could damage or disrupt the Service or any other user's use of the Service.
2. Input License. You grant Intangible a royalty-free and sublicensable license to display, host, copy, store and use your Input solely to the extent necessary to provide the Service to you.
3. Output. In connection with your use of the Service, you will transfer Input to Intangible that Intangible sends to “Third Party Generative AI Services” (e.g., Flux, Kling etc.) to generate your Output. You grant Intangible a limited license to use Input as provided for in this Section 5 and in accordance with these Terms. “Output” means images, video and any content generated based on your Input by the Service . Intangible has no responsibility in relation to such sharing of Output. You acknowledge that the Outputs are based on your Inputs, and that Intangible has no control over any such Inputs. You are solely responsible for your use of your Outputs created through the Service, and for determining whether the Output is appropriate for your intended use, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party.
4. Ownership of Content. Intangible does not claim ownership of any of your Input or Output (collectively, "Your Content"). As between Intangible and you, you are the owner of all right, title and interest in Your Content. 
5. AI Disclaimer. OUTPUT IS GENERATED BY MACHINE LEARNING CAPABILITIES OF THE SERVICE. ALL OUTPUT IS PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW. INTANGIBLE MAKES NO WARRANTY OR GUARANTEE AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF OUTPUT. You acknowledge that due to the nature of the Service and artificial intelligence generally, Output may result in different Output from one use to the next. Output does not represent Intangible’s views. Output may contain errors and misstatements and may be incomplete or inaccurate. You are solely responsible for evaluating all Output for accuracy and appropriateness for your use case, including by utilizing human review as appropriate, and you are solely responsible for all use of the Output, including any reliance on the accuracy, completeness, or usefulness of any Output.

6. User Data, Usage Data, Privacy & Security

1. User Data. In connection with your use of the Service, you will transfer User Data to Intangible for processing. Intangible uses User Data exclusively for the purpose of providing the Service to you. “User Data” means all data you provide to us in connection with registering for the Service and in order to use the Service (e.g., name, email address, etc.), including any personal data as that term is defined under applicable laws. User Data does not include Input. User Data does not include Usage Data.
2. Usage Data. You grant Intangible a limited license during your Subscription Term to use User Data to create and develop Usage Data. “Usage Data” means data collected by Intangible pertaining to your interaction with the Service which includes, but is not limited to, performance of the Service, metrics and other measures of your use of the Service and its operation. Usage Data are not User Data and do not consist of your personal data (as that term is defined under applicable laws).
3. Privacy. By using the Service, you signify your ongoing and continuing consent to the Intangible Privacy Policy (“Privacy Policy”). The Privacy Policy is incorporated into and form part of these Terms. In the event of any inconsistency between the Terms and the Privacy Policy, the Terms prevail. Input and User Data that you supply to Intangible, and Usage Data that Intangible generates about you, are subject to the Privacy Policy. In addition, Intangible email addresses are provided solely for user queries relating to the Service. The capture of Intangible emails for use with unsolicited email is not permitted.
4. Security. Intangible maintains industry-standard physical, technical, and administrative safeguards in order to protect your Input and User Data. 

7. Acceptable Use Policy

The Service and its contents are solely for your own personal non-commercial use. You must comply with the following “Acceptable Use Policy” which means you may not:

1. Copy, transmit, publish, distribute, display or in any other way exploit the Service, Trademarks (defined below), Materials, and/or Intangible Content (together, the “Intangible Assets”) at any time in any manner except as otherwise permitted within the Service;
2. Use the Intangible Assets for any illegal, unauthorized or improper purpose;
3. Use the Intangible Assets in a way that violates any applicable law or these Terms; 
4. Use the Intangible Assets to modify or create derivative works of the Intangible Assets or any of each of their respective components except as otherwise permitted within the Service;
5. Aggregate or collect any Intangible Assets to construct any kind of database;
6. Use any robot, spider, scraper or other automated means to access the Intangible Assets for any purpose without our express written permission;
7. Take any action that imposes, or may impose in Intangible’s sole discretion, an unreasonable or disproportionately large load on our infrastructure;
8. Use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or with any other person’s use of the Service; or
9. Bypass any measures Intangible may use to prevent or restrict access to the Service, or otherwise attempt to gain unauthorized access to any portion or feature of the Service, by hacking, password “mining” or any other illegitimate means.

8. Subscriptions and Billing

• Paid Subscriptions & Free Subscription. You may sign-up for a free trial of our Service as specified on our Site and subject to these Terms. You may purchase a paid subscription directly from Intangible either by (1) paying a monthly subscription fee in advance, or (2) annual pre-payment in full, giving you access to the Service for the specific time period (each, as applicable a “Subscription Term”). Use of certain features of the Service requires a paid subscription.  Intangible may charge you the price for all paid subscriptions, including recurring fees, as provided for in these Terms, and will notify you of any changes in price in advance.
• Price Changes. Intangible may change its prices for the Service upon written notice (email acceptable) to you which will take effect on the next applicable pay period. If you object to the change in price, you may unsubscribe from the Service prior to the price change going into effect.
• Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Intangible (collectively, “Taxes”) with respect to the Service provided to you. You are solely responsible for paying all Taxes associated with or arising from your subscription and these Terms.
• Renewals & Cancellation. Free trials will convert automatically into Paid Subscription unless terminated by you in accordance with these Terms and as specified in the Site and/or Service. All Paid subscriptions will automatically renew at the end of the applicable Subscription Term, unless cancelled earlier by you or terminated in accordance with these Terms. Cancellation will take effect the day after the last day of the current subscription Term. Intangible provides no refunds or credits for any partial subscription periods.
• Credit Card Payments. Unless otherwise agreed by the parties, you must provide Intangible with your valid credit card for payment of all paid subscriptions. Intangible uses a third-party payment processor (e.g., Stripe) (“Payment Processor”) for the purposes of processing all credit card transactions related to the Service. Any and all such data collected and processed by the Payment Processor will be done so in accordance with Payment Processor’s terms of use and privacy policy. Any and all data collected and processed by Intangible related to the Service will be done so in accordance with Intangible’s Privacy Policy.

9. Intangible Intellectual Property Rights & Feedback

Except as expressly set out in these Terms, all intellectual property rights in and to the Intangible Assets and Usage Data are the sole property of Intangible and its licensors. Intangible owns and retains all right, title, and interest in and to the Intangible Assets and Usage Data. 

You may provide comments, suggestions and recommendations to Intangible with respect to the Intangible Assets (including, without limitation, comments, suggestions and recommendations with respect to modifications, enhancements, improvements and other changes to each of the foregoing) (collectively, "Feedback"). Intangible may freely use and exploit any such Feedback without any obligation to you and you assign to Intangible all rights in and to the Feedback.

10. Copyright

The content of the Site, including all text, images, software, audio and video, links, as well as any such combination and/or compilation of the same (collectively, "Materials"), and the other Intangible Assets, are the property of Intangible and is protected by U.S. and international copyright laws. The Intangible Assets may not be modified, reproduced, distributed, transmitted, publicly displayed, performed, or otherwise used, in whole or in part, without the prior written consent of Intangible. No use of Intangible Assets is allowed except as expressly stated herein. Some Intangible Assets may be copyrighted by Intangible’s suppliers, licensees and affiliates. Copyright law also applies to other companies' advertisements or information presented in the Site and/or Service.

11. Trademarks

“Intangible” and the Intangible human emoji logo (including the company’s name, logos and Site name) are the trademarks of Intangible (collectively, the “Trademarks”), within the United States as well as in other countries. You may not display, make reference to or use the Trademarks, in any manner without prior written permission by Intangible. All other trademarks, service marks, product and service names and company names or logos that appear on the Site are the property of their respective owners. The use of Intangible’s Trademarks on any other website is not allowed. Intangible prohibits the use of the Trademarks as a "hot" link on or to any other website unless establishment of such a link is approved in advance by Intangible.

12. Links & Third Party Products

For your convenience only, Intangible has provided links (which may include by means of third party integrations) within the Service to other websites operated by third parties. Intangible exhibits no control over such third-party websites and Intangible is not responsible for their content or the privacy practices thereof. Intangible makes no representations or warranties and accepts no responsibility for the quality, content, nature or reliability of any third-party web site or service accessible by hyperlink from the Service. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Service, are solely between you and such advertiser. This includes payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings. You agree that Intangible will not be responsible or liable for any loss or damage incurred as the result of any such dealings with any such third parties.

13. Confidentiality

During your Subscription Term, and while using the Intangible Assets or interacting with Intangible, the parties acknowledge that either party may receive or have access to non-public information which is proprietary or confidential to the other party or its affiliated companies. Any and all such information shall be deemed confidential and proprietary. Your confidential information may include things such as your User Data, credit card information, and account information. Intangible’s confidential information includes things such as the Service, Materials, Usage Data and information we convey during support. Confidential information will include any information marked or identified by a party as confidential, or that should otherwise be reasonably understood by the party receiving the information as confidential under the circumstances.

Each party will use confidential information only as necessary to perform its obligations under the Terms, will not disclose confidential information to any third party, and will protect the confidentiality of the disclosing party’s confidential information with the same standard of care as the receiving party uses or would use to protect its own confidential information, but in no event will the receiving party use less than a reasonable standard of care.

14. Indemnification

You agree to defend, indemnify, and hold harmless Intangible from all liabilities, claims, and expenses, including attorney’s fees, that arise from any claim or demand, made by any third party due to or arising out of: (i) that your Input, Output and/or User Data violates the rights of any third party or applicable laws; (ii) your use of the Intangible Assets in violation of these Terms; and (iii) any violation of these Terms. Intangible reserves the right, at Intangible’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Intangible in asserting any available defenses. 

15. Disclaimer of Warranties

THE INTANGIBLE ASSETS AND LICENSED CONTENT ARE PROVIDED BY INTANGIBLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. INTANGIBLE MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE INTANGIBLE ASSETS, OPERATION OF THE SERVICE OR LICENSED CONTENT. YOU EXPRESSLY AGREE THAT YOUR USE OF THE INTANGIBLE ASSETS, LICENSED CONTENT AND THE SERVICE ARE AT YOUR SOLE RISK AND RESPONSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTANGIBLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INTANGIBLE DOES NOT REPRESENT OR WARRANT THAT THE INTANGIBLE ASSETS OR LICENSED CONTENT ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, SUBJECT TO CORRECTION, OR ERROR-FREE OR THAT THE INTANGIBLE ASSETS, INCLUDING ITS SERVERS, OR LICENSED CONTENT, ARE FREE OF ANY HARMFUL COMPONENTS. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, LICENSED CONTENT OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

16. Limitation of Liability

IN NO EVENT WILL INTANGIBLE BE LIABLE TO YOU, OR TO ANY PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THESE TERMS. INTANGIBLE’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, TO YOU SHALL IN NO EVENT BE GREATER THAN ONE-HUNDRED UNITED STATES DOLLARS ($100.00).

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN COUNTRIES WHERE THE ABOVE TYPES OF EXCLUSIONS AND LIMITATIONS AREN’T ALLOWED, INTANGIBLE IS RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE SKILL AND CARE OR OUR BREACH OF OUR CONTRACT WITH YOU.

The provisions of this “Limitation of Liability” section allocates the risks under these Terms between you and Intangible, and you and Intangible have relied on these limitations in determining whether to enter into these Terms and the pricing for the Services.

17. Changes to Site

Intangible reserves the right, in its sole discretion, of which Intangible may choose to do at any time and from time to time, to modify or discontinue, whether temporarily or permanently, the Service, or the content thereof, with or without notice. Intangible reserves the right to interrupt the operation of the Service, or any portion of the Service, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Intangible will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

18. Applicable Law, Jurisdiction and Claims

THESE TERMS ARE MADE UNDER, AND WILL BE CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF CALIFORNIA, U.S.A. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to this Agreement or the parties’ relationship. 

If any dispute, controversy or claim cannot be settled by the parties within 30 days of written notice from either party to the other of such dispute, controversy or claim, then, except as set forth below, any dispute, controversy or claim arising under, out of or relating to this Agreement, will be finally determined by arbitration conducted by the JAMS by a single arbiter who will be fluent in written and spoken English. The place of such arbitration will be in San Francisco, California, U.S.A. The sole and exclusive language of arbitration will be English. The judgment of the arbitration will be final, non-appealable (to the extent not inconsistent with applicable law) and binding upon the parties, and judgment may be entered upon the arbitral award in any court of competent jurisdiction. The foregoing does not limit or restrict either party from seeking injunctive or other equitable relief with respect to its intellectual property rights hereunder. Subject to the dispute resolution procedures above, any disputes arising out of or related to this Agreement will be subject to the jurisdiction of the state and federal courts of Santa Clara County, California, U.S.A.

19. Force Majeure

Intangible is not responsible for damages, delays, or failures in performance resulting from acts or occurrences beyond its reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; any labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; or inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers (each of the foregoing, a “Force Majeure Event”). Intangible may suspend or terminate the service in the event of a Force Majeure Event that lasts longer than 15 days on notice to you.

20. Copyright Complaints

Intangible respects your intellectual property rights as well as the rights of other third parties. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact Intangible at legal@intangible.ai.

21. Notice

You agree that Intangible may provide notice to you and other information concerning the Service electronically, including any notice to any email address supplied by you.‍

22. General Provisions

These Terms are the entire agreement between the parties and supersede all prior agreements and understandings concerning the subject matter hereof. The parties are independent contractors, and these Terms will not establish any relationship of partnership, joint venture, or agency between the parties. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to these Terms. Any notice provided by one party to the other under these Terms will be in writing and sent by overnight courier or certified mail (receipt requested) to the address above. If any provision of these Terms is found unenforceable, these Terms will be construed as if it had not been included. You may not assign this Agreement without the prior, written consent of Intangible.