Terms of service

These Terms of Service form the standard service agreement between Incenify LLC ("Incenify") and the customer identified in an accepted Order ("Customer"). A Customer accepts by electronically signing a proposal, using an explicit acceptance control that identifies the Order and legal versions, or another written acceptance method expressly offered in the proposal. Incenify must issue or confirm the Order. The person accepting represents that they are authorized to bind Customer.

Browsing the website, requesting information, submitting a contact form, or registering interest in a Cohort does not purchase a subscription or accept an Order. An accepted Order confirms the plan or engagement, included scope, fees, start date, billing, commitment, renewal terms, and legal versions. Standard subscriptions do not require a separate MSA or SOW.

If a separately executed agreement governs your use of the Services, that agreement controls.

For Personal Data conflicts, mandatory transfer clauses control, followed by the applicable DPA. Otherwise an expressly agreed amendment controls, then an Order or SOW only where it expressly identifies and varies the relevant provision, then these Terms and other incorporated policies. Section 24 separately addresses public website materials.

"Services" means the Incenify platform, included setup and support, and any additional services recorded in an Order. "Order" means an electronic proposal, subscription order, or order form that records the customer, selected plan or engagement, scope, fees, start date, billing frequency, commitment, and incorporated legal versions. Its acceptance method is governed by the applicable agreement. An invoice or a contact inquiry alone is not an Order.

"Statement of Work" or "SOW" means a separately agreed description of custom work, deliverables, responsibilities, dependencies, and fees under this agreement. An SOW may accompany an Order; it is not required for an ordinary subscription or for every customer. The scope of work, rather than customer size, determines whether one is needed.

"Customer Data" means data, content, and materials submitted by Customer or its Authorized Users. "Authorized Users" includes Customer's authorized personnel, channel partner personnel, and program participants. "Documentation" means the applicable service user guides. "Subscription Term" means the initial commitment and any renewal period stated in the Order or, where omitted, the defaults in Section 7.

Under these Terms, an Order is accepted through the explicit process in Section 1, including an electronic proposal. "Effective Date" means the date the first Order becomes accepted by Customer and issued or confirmed by Incenify, unless that Order specifies another date.

Incenify grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term for its business and the operation of its programs, including access by its Authorized Users and participants. Any agreed usage limits are specified in the Order. Incenify will not impose a per-user or per-program limit inconsistent with that Order.

Customer may not reverse engineer the Services except to the extent applicable law permits despite this restriction; resell or sublicense the platform as a service for unrelated third parties without written authorization; use non-public platform access to copy the Services or develop a competing product; or remove proprietary notices. Customer and its Authorized Users must comply with the version of the AUP incorporated into their agreement.

Incenify will use commercially reasonable efforts to maintain platform availability of at least 99.5% per calendar month. For this target, downtime is a period of more than five consecutive minutes when the production Services are unavailable, measured using Incenify's service records. Scheduled maintenance and events covered by Section 22 are excluded.

Standard support includes assistance with the included program configuration, platform use, troubleshooting, and service issues. Customer may use its designated support channel or contact hello@incenify.com. Incenify will use commercially reasonable efforts to review and respond to requests, prioritizing their severity and effect on program operation. Standard support does not promise continuous coverage, a fixed response time, or a guaranteed resolution time. Any enhanced coverage, response target, service credit, or service-level schedule is expressly identified in the Order; an SOW is not needed for standard support.

Any service credits, calculation method, and claim procedure must be expressly stated in the Order or an incorporated service-level schedule. If no credit schedule is agreed, no service credit is promised; this does not remove the express warranty and termination remedies in this agreement. Any agreed exclusive availability remedy remains subject to rights that cannot be limited by law.

Customer is responsible for the security of credentials and systems it controls, authorizing its users, providing accurate program and billing information, establishing lawful program rules, and communicating the requirements and approvals needed for its program. Customer will promptly report suspected unauthorized access involving its account. These responsibilities do not transfer to Customer configuration, validation, or support work that Incenify has agreed to perform.

The accepted Order records fees, billing frequency, payment method, and payment due dates. Where it does not specify otherwise, subscription fees are invoiced in advance and due thirty (30) days after invoice. Automatic payment collection requires separate express authorization in the accepted Order or payment process; a website inquiry does not authorize a charge. Additional services follow the agreed milestones or billing schedule. Fees for a committed term are non-cancelable and non-refundable except for an express right in this agreement, the DPA, the Order, or applicable law. Billing frequency does not change the commitment.

Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month and the maximum lawful rate. Customer must promptly identify a good-faith invoice dispute, explain the disputed amount, and pay undisputed amounts when due. Suspension for nonpayment is governed by Section 17; termination is governed by Section 7.

Fees exclude applicable taxes other than taxes on Incenify's net income. Reward funding, fulfillment, and payment processing charges are separate from platform fees unless the Order includes them. Work outside the agreed scope requires written agreement on the additional work and fees before it begins.

This agreement begins on its Effective Date and continues while an Order remains active. Service access starts on the date recorded in the Order. The Order identifies a recurring subscription or fixed-term engagement, its scope, billing frequency, and commitment. Unless expressly varied, annual subscriptions have a twelve-month commitment and monthly subscriptions have an initial three-month minimum.

Annual subscriptions renew for successive twelve-month terms unless either party gives at least thirty (30) days' written notice before the current term ends. After the initial three-month minimum, monthly subscriptions renew for successive one-month terms. Customer may stop a monthly renewal by sending written notice to legal@incenify.com, received before the next renewal date. A request made during the initial minimum takes effect at the end of that minimum; otherwise it takes effect at the end of the current monthly term. Access continues through that term, and fees for the committed term remain due, subject to the express refund and termination rights in this agreement. Incenify will give at least thirty (30) days' notice if it elects not to renew a monthly subscription. Fees for a renewal are subject to Section 18.

The Channel Launch Cohort is a fixed ninety (90) day engagement for each participating brand. An accepted enrollment Order confirms the group, dates, included sessions, private program support, scope, and $5,000 fee before commitment. No separate SOW is required unless additional custom work is agreed. The Cohort does not automatically renew or convert to a subscription. Continuing requires a new accepted Order. If Customer continues on an annual contract, the $5,000 Cohort fee is credited toward that contract without an additional unagreed expiry or forfeiture condition.

Either party may terminate an affected Order for material breach if the other party fails to cure within thirty (30) days after written notice describing the breach. A breach incapable of cure, or a legal prohibition on providing the Services, permits immediate termination of the affected Services. Temporary protective action is governed by Section 17, rather than automatically terminating an Order.

On expiry or termination, access ends except as needed for an agreed transition or data return. Accrued undisputed fees remain due. If Customer terminates for Incenify's uncured material breach, Incenify will refund prepaid fees for the unused remainder of the terminated Services and no future fees for that remainder are due. If Incenify terminates for Customer's uncured material breach, fees for the remaining committed term remain payable, subject to applicable law and any express agreement otherwise. Data return and deletion follow Section 8 and the DPA. Terms intended to operate after termination, including payment, ownership, confidentiality, liability, and dispute provisions, survive.

Customer retains ownership of Customer Data. Customer grants Incenify a limited right to host, copy, transmit, and process that data to provide, support, and protect the agreed Services, subject to this agreement, the DPA, and documented customer instructions.

Incenify may use aggregated, anonymized technical service statistics to maintain and improve the Services only where neither Customer nor an individual can reasonably be identified and no confidential customer information is disclosed. This does not authorize cross-customer program benchmarking, re-identification, sale of Customer Data, or use of participant materials outside the agreed processing purposes. Any separate benchmarking use requires Customer's written agreement.

Customer may request an export during the term or within thirty (30) days after its end, unless an earlier deletion is instructed. Structured records are provided in CSV or JSON, and retained supporting files in their available format. Any bespoke transformation or migration service requires separately agreed scope and fees. At the end of the Services, Customer Data is returned and deleted in accordance with the DPA's Section 11 process, which also applies to non-personal Customer Data.

Incenify retains ownership and intellectual property rights in the Services, Documentation, and platform improvements, including improvements made while providing professional services. Customer retains its rights in Customer Data, brand materials, and confidential information. Ownership of specifically commissioned deliverables is recorded in the applicable SOW or Order.

Incenify may use voluntary product suggestions without an obligation to compensate Customer. That permission does not extend to Customer Data or confidential information disclosed with a suggestion. It does not permit use of Customer's name or marks as an endorsement. Any right to publish a customer case study or use customer marks must be separately agreed in writing.

Confidential Information is non-public business, technical, financial, or other information disclosed by a party that is marked confidential or reasonably should be understood as confidential from its nature or the circumstances. Customer Data, non-public program rules, and the contents of Orders are included.

Each party will use the other's Confidential Information only to perform or exercise rights under the agreement, and protect it with at least reasonable care. Disclosure is limited to personnel, contractors, and professional advisers who need to know and are bound by contractual or professional confidentiality duties. Access to Customer Data also remains subject to the DPA and agreed access restrictions.

Information is excluded to the extent the recipient can demonstrate that it became public without a breach, was already lawfully known, was independently developed without use of the disclosure, or was lawfully received from another source without a confidentiality restriction. A legally required disclosure is permitted, with prior notice where lawful and reasonable assistance to seek protection.

Incenify maintains commercially reasonable administrative and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Such safeguards include encryption of Customer Data in transit and at rest, authentication and role-based access controls, and restricted access to production systems, as applicable to the Services.

Incenify will notify Customer without undue delay after becoming aware of a security incident involving unauthorized access, disclosure, alteration, destruction, or loss of Customer Data. For a Personal Data breach, the notification content, assistance, and contact requirements in DPA Section 8 apply. An unsuccessful attempt that does not compromise Customer Data is not by itself a reportable incident under this provision.

Incenify will provide a summary of applicable security controls or respond to a reasonable vendor security questionnaire upon request, subject to confidentiality and protection of security-sensitive information. Additional agreed requirements, including access restrictions, retention periods, or connections, are recorded in the Order, an agreed program record, or a security schedule. A standard subscription follows the included service protections and DPA; it does not require a custom security SOW. Customer remains responsible for its own systems, lawful program design, and the requirements it instructs Incenify to apply.

The DPA version identified with and incorporated into the accepted Order or applicable agreement governs Personal Data processed on Customer's behalf. The AUP version identified with that agreement governs acceptable use. No separate DPA signature is required where it is validly incorporated, unless the parties or applicable law require one. Customer is the controller or business, and Incenify is the processor, service provider, or contractor, as applicable. Customer will provide required notices and establish the lawful bases necessary for the agreed processing.

Incenify warrants that: (a) it will provide the Services in a professional and workmanlike manner consistent with industry standards; (b) the Services will materially conform to the Documentation; and (c) it has the right to grant the licenses provided in this agreement.

Customer's sole remedy for breach of warranty is for Incenify to re-perform the non-conforming Services or, if Incenify cannot substantially correct the breach within thirty (30) days after receiving written notice describing it, Customer may terminate the affected Order and receive a pro-rata refund of prepaid, unused fees.

EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT OR THE ORDER, INCENIFY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE. INCENIFY DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION, COMPLETE SECURITY, OR A PARTICULAR SALES, PARTICIPATION, OR FINANCIAL RESULT.

Customer is responsible for its program offers, reward funding, participant-facing rules, and decisions made using the Services. Incenify remains responsible for performing its agreed configuration, validation, support, and other services. Third-party systems selected by Customer are subject to their provider's terms; this does not excuse Incenify's obligations for its own services or subprocessors. No disclaimer overrides an express obligation or a right that applicable law does not permit to be disclaimed.

Incenify will defend Customer against a third-party claim that the Services, as supplied by Incenify and used as authorized, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded and settlements it approves. This obligation does not cover a claim caused by Customer Data, unauthorized modifications, a combination with items not supplied or authorized by Incenify where the claim would not otherwise arise, or use outside the agreement.

Customer will defend Incenify against third-party claims arising from Customer Data infringing a third party's rights, Customer's unlawful program terms or offers, or Customer's use of the Services in breach of this agreement, and will pay damages finally awarded and settlements it approves. This obligation does not apply to the extent the claim results from Incenify's breach of the agreement.

The protected party must promptly notify the defending party, permit it to control the defense, and reasonably cooperate at its expense. A delay in notice excuses the obligation only to the extent it materially prejudices the defense. The defending party may not settle by admitting fault of, imposing a non-monetary obligation on, or failing to release the protected party without that party's prior written consent, not unreasonably withheld. The protected party may participate through its own counsel at its own expense.

For a covered infringement claim, Incenify may obtain continued-use rights or provide a materially equivalent non-infringing replacement or modification. If neither is commercially reasonable, Incenify may terminate the affected Services and refund prepaid unused fees. This section provides the contractual remedy for covered third-party intellectual-property claims, subject to Section 16 and mandatory law. Defense costs, judgments, and approved settlements count toward the applicable liability cap.

General cap. To the fullest extent permitted by law, each party's total aggregate liability arising from this agreement, whether in contract, tort, statute, or another legal theory, is limited to the fees paid or payable for the affected Services in the twelve (12) months before the first event giving rise to the claim. Multiple claims or legal theories do not create separate caps.

Higher cap for specified claims. Liability for breach of confidentiality, breach of contractual data protection or security obligations (including the DPA), and the indemnification obligations in Section 15 is subject to a combined aggregate cap of two (2) times that twelve-month fee amount. This higher cap replaces, and is not added to, the general cap for those claims; total liability across ordinary and higher-cap claims cannot exceed the higher cap.

Excluded damages. Neither party is liable for indirect, consequential, incidental, special, or punitive damages, or lost profits, revenue, goodwill, or business opportunities, even if advised of their possibility. This exclusion does not exclude amounts payable to third parties under a covered indemnity, or reasonable direct costs of restoring Customer Data or responding to a breach of the agreed data protection obligations; those amounts remain subject to the applicable cap.

Exceptions. These limitations do not limit payment of agreed fees, liability for fraud, gross negligence, or willful misconduct, or any liability that cannot lawfully be limited. They do not restrict a Data Subject's rights under applicable data protection law or the SCCs. Between the parties, DPA claims share the caps in this section to the extent law and the SCCs permit. The allocation applies even if a limited remedy fails of its essential purpose.

Incenify may suspend the affected access for undisputed amounts more than fifteen (15) days overdue after giving written notice identifying the overdue amount and impending suspension. For another material breach, Incenify may suspend affected access if the breach remains uncured five (5) days after written notice.

Incenify may act immediately where reasonably necessary to prevent a material security threat, fraud, unlawful use, or harm to the Services or others, or to comply with law or a court order. Where practicable and lawful, Incenify will give advance notice; otherwise it will notify Customer promptly afterward. Suspension will be limited to the access reasonably necessary and lifted promptly when its cause is resolved. Termination remains subject to Section 7, and express contractual refund rights are preserved.

Incenify may update the Services to maintain security, fix bugs, improve performance, or add features, provided such changes do not materially reduce functionality. For material adverse changes, Incenify will provide thirty (30) days' notice. Incenify may increase subscription fees upon renewal by providing sixty (60) days' written notice. Fee increases during the initial Subscription Term are not permitted unless otherwise specified in the Order.

Incenify may make features expressly identified as beta or experimental available for optional evaluation. Customer must knowingly elect to use them; ordinary subscribed functionality does not become experimental merely because it is new or changed. The paid Program subscription and Channel Launch Cohort are not Beta Features.

Identified Beta Features are provided as available without the express service warranty or service-level commitments unless separately agreed, and may be changed or discontinued. Confidentiality, data protection, and applicable law continue to apply. Additional evaluation terms must be presented and accepted before use.

Incenify may use contractors to provide the Services and remains responsible for its contractual performance. Contractors with access to confidential information must be subject to appropriate confidentiality obligations. Personal Data subprocessors, equivalent data protection obligations, thirty-day change notices, and the fifteen-day objection process are governed by DPA Section 6.

Each party will comply with export controls and sanctions applicable to its performance. Customer may not make the Services available to a restricted party, prohibited destination, or prohibited end use where doing so would violate applicable law. Customer will not submit materials requiring an export authorization that has not been obtained.

Neither party will be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, pandemics, government actions, internet or telecommunications failures, or third-party service disruptions. The affected party must promptly notify the other and use reasonable efforts to mitigate. If force majeure continues for more than thirty (30) consecutive days, either party may terminate the affected Order. Accrued fees remain payable; no fee for the unused remainder of the terminated term is due, and prepaid unused fees will be refunded. This provision does not excuse payment obligations for Services already provided.

Assignment. Neither party may assign this agreement without the other party's prior written consent, except to an affiliate or successor in connection with a merger, acquisition, or sale of all or substantially all assets.

Governing Law. This agreement is governed by the laws of the State of Wyoming, USA, without regard to conflicts of law principles. Disputes will be resolved exclusively in the state and federal courts located in Wyoming. Each party consents to personal jurisdiction and venue therein.

Notices. Notices must be in writing. Notices to Incenify go to legal@incenify.com; notices to Customer go to its designated legal or account contact in the Order or a later written designation. Notices are effective upon receipt. Customer may send a non-renewal request to legal@incenify.com within the applicable notice period in Section 7.

Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full effect. Waiver. Failure to enforce any right does not waive that right.

Entire Agreement and Amendments. This agreement, accepted Orders, any agreed SOWs, incorporated versions of the DPA and AUP, and agreed amendments comprise the agreement for the covered Services. Amendments require written agreement by authorized representatives, including an expressly identified electronic amendment accepted by both parties.

Independent Contractors. The parties are independent contractors. Nothing in this agreement creates a partnership, agency, fiduciary, or employment relationship.

You may read, download, and share Incenify's public articles and guides with attribution for business evaluation and internal education, and adapt worksheets for internal planning. Keep attribution and copyright notices. Do not resell the materials, misrepresent their source, or use another company's marks to imply endorsement. A separate resource license controls where provided.

The website provides general business information, not professional legal, tax, or accounting advice. Illustrations are not promises of a particular outcome. Third-party sites follow their own terms. Do not use the website for unlawful activity, spam, malicious code, unauthorized access, or disruption. Ordinary public indexing and lawful security reporting are permitted; intrusive testing requires written approval.

To the extent permitted by law, free public website materials are provided as available without implied warranties. For a person who has not entered a service agreement with Incenify, liability solely for use of those free materials is limited to $100 and excludes indirect or consequential damages. Those limitations do not apply to fraud, gross negligence, willful misconduct, or rights that cannot lawfully be limited. Claims relating to subscribed Services follow Section 16 or the applicable executed service agreement; this website provision does not reduce those rights.

The Privacy Policy explains website data handling. Applicable Wyoming law governs these website provisions, subject to mandatory rights. Updates to these website provisions apply prospectively.