IMPLICIT, INC.
Last Revised: December 1, 2025 – Version 10.1
THIS AGREEMENT (THE “AGREEMENT”) GOVERNS THE TERMS AND CONDITIONS OF YOUR USE OF CERTAIN
SOFTWARE DESCRIBED BELOW, AND IS MADE BETWEEN YOU (“YOU” OR “YOUR”), AND IMPLICIT, INC.
(“IMPLICIT”, “WE”, OR “US”). BY CLICKING “I AGREE” BELOW, YOU ARE CONFIRMING THAT YOU
UNDERSTAND THIS AGREEMENT, AND THAT YOU ACCEPT ALL OF ITS TERMS AND CONDITIONS. IF YOU
ARE NOT THE END USER AND ARE INSTALLING THIS SOFTWARE ON BEHALF OF THE END USER, YOU
WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE END USER AND TO
ACCEPT AND BIND THE END USER TO THE TERMS OF THIS AGREEMENT. IF YOU ARE USING THE SOFTWARE
IN CONNECTION WITH THE BUSINESS OF A COMPANY OR OTHER LEGAL ENTITY, THEN YOU REPRESENT
THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE COMPANY OR OTHER ENTITY TO THIS AGREEMENT,
THE TERMS “YOU” AND “LICENSEE” BELOW MEAN THE ENTITY YOU WORK FOR, AND THE COMPANY OR
OTHER LEGAL ENTITY IS PARTY TO THIS AGREEMENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF
YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN CLICK ON THE
“I DO NOT AGREE” BUTTON BELOW AND NEITHER YOU NOR THE COMPANY OR ENTITY YOU WORK FOR
WILL BE LICENSED TO USE THE SOFTWARE.
1. Definitions.
a. “Implicit Software” means the Executable Code version of our Implicit proprietary software application that provides Integration between Microsoft Outlook, Microsoft Teams, Microsoft 365 and intelliflo office. The specific edition of the Implicit Software is specified on the intelliflo store product page. Implicit Software includes Documentation, and all improvements, modifications, additions, replacements or extensions of such software that Implicit may make available at its sole discretion from time to time.
b. “Effective Date” is the earlier of the date that You either click “I Agree” to the terms and conditions of this Agreement, or that You install the Implicit Software through the intelliflo store.
c. “Documentation” means any manuals, documentation and other supporting materials related to the Implicit Software.
d. “License Term” – The License is granted on a month‑to‑month subscription basis and will automatically renew each month unless terminated by either party in accordance with this Agreement.
e. “License Fees” means the monthly fees that You are required to pay Implicit to use the Implicit Software during the applicable License Term. The License Fees are specified on the intelliflo store and are payable to Implicit through intelliflo billing.
f. “License Key” means a software-based key required to access and operate the Implicit Software during the License Term, which is monitored and regulated by Implicit through the Implicit Licensing Server.
g. A “User” is a single person that uses the Implicit Software and/or interacts with the Implicit Software in the performance of its functions. Each user using the Implicit Software needs to have a license.
h. “Implicit Licensing Server” is an online server used by Implicit to monitor and regulate Implicit Software Licenses.
i. “User License” means one license for the Implicit Software associated with one User.
j. “User License Information” mean Your information that is associated with your Implicit Software License and include: Your company name, Your name, email address and Your intelliflo account information including Your Region, Tenant ID, User ID and Your IP address.
k. “intelliflo office Account” means one account that the User uses to log in to intelliflo office. intelliflo office account is identified by a Tenant ID and a User ID.
l. “Executable Code” means the fully compiled version of a software program that can be executed by a computer and used by an end user without further compilation. Executable Code includes Java Scripts that are automatically loaded and executed on users’ machines.
m. “Source Code” means the human-readable version of a software program that can be compiled into Executable Code.
n. “Software Update” is a Software release that Implicit makes available at its sole discretion from time to time along with any corresponding changes to Documentation. A Software Update may include new functionality, patches or bug fixes designed to repair problems existing in the then-current version of the Implicit Software.
2. License Grant. Subject to Your compliance with the terms of this Agreement (including, among other things, payment of License Fees), Implicit hereby grants You a non-exclusive, non-transferable, limited-term license to install, execute, and use the Implicit Software for Your internal business purposes only during the applicable License Term, in accordance with the Documentation, and only for the single User License that You have paid for. If You are executing this Agreement in connection with the business of a company or other legal entity, then Your employees and contractors can use the Implicit Software, provided that they’re using it on Your behalf, and that each user uses a single User License and that You agree to be fully responsible for their compliance to the terms and conditions of this Agreement.
3. Restrictions. You acknowledge that the Implicit Software and its structure, organization, and Source Code constitute valuable trade secrets of Implicit and its suppliers. Accordingly, You agree not to, nor permit nor authorize any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or distribute the Implicit Software to third parties; (ii) host the Implicit Software for the benefit of third parties; (iii) use the Implicit Software in any service bureau or time-sharing arrangement; (iv) disclose or permit any third party to access the Implicit Software, except as expressly permitted in Section 2, above; (v) hack or modify the License Key, or try to avoid or change any license registration process; (vi) modify, alter, translate or create derivative works of the Implicit Software, or merge the Implicit Software with other software; (vii) disassemble, decompile, bypass any code obfuscation, or otherwise reverse engineer the Implicit Software or attempt to derive any of its source code, in whole or in part, except to the extent such activities are expressly permitted by law or applicable license notwithstanding this prohibition; (viii) modify, obscure, or delete any proprietary rights notices included in or on the Implicit Software or Documentation; (ix) use Implicit Software beyond its applicable License Term;(x) build a product or service competitive with the Implicit Software; (xi) build a product or service using similar ideas, features, functions or graphics of the Implicit Software; (xii) copy any ideas, features, functions or graphics of the Implicit Software; (xiii) otherwise use or copy the Implicit Software in a manner not expressly permitted by this Agreement. Implicit reserves all rights not expressly granted under this Agreement.
4. Implicit Software Licensing, Activation, Verification and Updates.
4.1 Users and Seats Licenses. Only one User can use a User License. Multiple Users aren’t allowed to use the same User License, and only one human being can be associated with a particular User License. Each User License is identified by the “User License Information” as defined in Section 1. If multiple users share a Microsoft 365 mailbox, each user is required to have its own User License. If multiple users share one intelliflo office account, each user is required to have its own User License.
4.2 License Activation and Subscription. When You install the Implicit Software through the intelliflo store, one User License will be activated. Your Software Subscription starts on the month when you installed the Implicit Software and continues for all successive one‑month periods until you uninstall the Implicit Software via the intelliflo store or until terminated in accordance with Section 10 of this Agreement.
4.3 License Verification. Implicit employs technological measures in the Implicit Software that are designed to prevent unlicensed or illegal use of the Implicit Software. You agree that Implicit may use these measures to protect itself against software piracy and track and enforce a single User License for each User. You are required to allow Implicit to activate your License over the Internet by communicating with the Implicit Licensing Server in order to verify the authenticity of the Software, to register your License and associate it with Your User License Information. You agree not to block, electronically or otherwise, this communication with Implicit Licensing Server. Any attempt to block the verification of the License Key is considered to be violation of this Agreement and will result in immediate termination of this Agreement, pursuant to Section 10 (Term and Termination).
4.4 Software Updates. You acknowledge and agree that the Implicit Software may download and install new updates and versions of the Implicit Software as they are made available by Implicit in its sole discretion. You agree to receive and permit Implicit to deliver such new updates and versions to Your computer. Additionally, Implicit may modify the terms and conditions that apply to Your use of the Implicit Software to reflect such updates and versions and You agree to such updated terms. Unless You have otherwise affirmatively agreed to such changes, by continuing to use the Implicit Software after the modifications become effective, You agree to be bound by the revised terms.
4.6 Implicit Licensing Server Availability. The Implicit Software is provided “as is” and “as available” and Implicit will not be responsible to pay You for any loss or damage resulting from any downtime of the Implicit Licensing Server due to reasonable scheduled maintenance, maintenance for critical issues or forces beyond the reasonable control of Implicit.
5. User Data. As specified in Section 4 above, when you activate your Implicit Software License, Your “User License Information” is sent to the Implicit Licensing Server to be stored and associated with Your User License. You acknowledge and consent to having Your “User License Information” sent to the Implicit Licensing Server so that it can be stored and managed in association with Your User License. We will not use, or allow anyone else to use, Your User License Information to contact any individual or company except as You direct or otherwise permit. We will use User License Information only in order to provide the Implicit Software and support services to You or to contact You with information about new Software Updates, and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at http://www.outlook-integration.com/PrivacyPolicy.aspx
6. Payments You agree to pay the monthly License Fees to Implicit upon execution of this Agreement and activation of the User License via the intelliflo store. The billing will be processed by intelliflo. The License Fees are exclusive of VAT (or GST if you are located in Australia), which shall be payable by You at the rate prevailing when it falls due. You agree to make all payments of the License Fees to Implicit free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of the License Fees to Implicit will be Your sole responsibility. Any portion of the License Fees that is not paid when due will accrue interest at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to additionally charge all expenses of recovery.
7. Support. Subject to Your compliance with the terms of this Agreement (including, among other things, payment of License Fees), Implicit will provide You with technical support for the Implicit Software. Implicit will only support its then-current version of the Implicit Software. For issues with older versions of the Implicit Software, You will be required to upgrade to the latest version. Implicit will make reasonable efforts to correct any material, reproducible errors in the Implicit Software that You report to us. You may be asked to help us in reproducing the error and providing trace information. Implicit will not be responsible for support in those circumstances, which include, among other things: (i) changing Your operating environment in a way that adversely affects the Software or its performance; (ii) using the Software in a manner for which it was not designed, or other than as authorized under this Agreement; or (iv) negligence, or misuse of the Software.
9. Ownership Rights. The Implicit Software is protected by United States patent and copyright laws and international treaty provisions. Implicit and its suppliers own and retain all rights, title and interest in and to the Implicit Software, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or use of the Implicit Software does not transfer to You any title to the intellectual property in the Implicit Software, and You will not acquire any rights to the Implicit Software except the limited right to use it as expressly set forth in this Agreement.
10. Term and Termination.
10.1 Term. This Agreement starts on the Effective Date and shall continue on a month‑to‑month basis (the “Subscription Term”), until You uninstall the Implicit Software via the intelliflo store or until this Agreement is terminated in accordance with this Section 10.
10.2. Automatic Renewal. At the conclusion of each License Term, the subscription shall automatically renew for successive one‑month periods until canceled or terminated in accordance with this Agreement.
10.3. User Cancellation. You may cancel the subscription at any time through the intelliflo store. Cancellation shall take effect at the end of the then current Subscription Term. You acknowledge that fees paid for each Subscription Term are non‑refundable, except where required by applicable law.
10.4 Implicit Termination. Implicit can terminate this Agreement immediately upon notice to You if You breach any part of it, and You fail to cure the breach within thirty (30) days of notice. Implicit reserves the right to terminate this Agreement immediately upon written notice to You, but without giving You a cure period, if You breach any of the terms of this Agreement relating to Ownership Rights (Section 9) or Your compliance with the license grant and any license restrictions (Sections 2 and 3). Implicit also reserves the right to terminate this Agreement if You or intelliflo fail to pay Implicit the License Fee for two consecutive License Terms.
10.5 Effect of Termination. When this Agreement terminates: (i) all licensed rights granted in this Agreement will immediately cease to exist, and You must promptly discontinue all further use of the Implicit Software; (iii) any amounts owed to Implicit under this Agreement before such termination will be immediately due and payable; (iv) You will destroy all copies of the Software in Your possession or control, and certify in writing to Implicit that You have done so. Sections 1, 3, 6, 9, 10.5, 11.2, 12, 13, and 14 will survive the termination or expiration of this Agreement for any reason.
11. LIMITED WARRANTY; DISCLAIMER.
11.1 Warranty. Each of the parties represents and warrants that it has full corporate power and authority to enter into and to perform its obligations under the Agreement.
11.2 Disclaimer of Warranty. THE EXPRESS WARRANTIES IN THIS SECTION 11 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, CONDITION, INTERFERENCE WITH YOUR QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 11, THE LICENSED SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS AND YOU ACKNOWLEDAGE AND AGREE TO ACCEPT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, ACCURACY AND EFFORT. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RELIED ON ANY ORAL OR WRITTEN INFORMATION OR ADVICE, WHETHER GIVEN BY IMPLICIT, ITS SUPPLIERS, DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES. IMPLICIT DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.
12. LIMITATION OF LIABILITY. IN NO EVENT WILL IMPLICIT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR KIND WHATSOEVER, OR FOR LOSS OF DATA, LOSS OF PROFITS OR OTHER ECONOMIC LOSS, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR DELIVERING, INSTALLING, FURNISHING, MAINTAINING, SUPPORTING OR USING THE SOFTWARE, EVEN IF IMPLICIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IMPLICIT’S TOTAL LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL BE LIMITED TO A SINGLE USER LICENSE FEE ACTUALLY PAID TO IMPLICIT DURING THE 12 MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT SUCH FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT IMPLICIT WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.YOU FURTHER AGREE THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 12 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
13. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law principles. Exclusive jurisdiction and venue for any legal action will be the state courts of Santa Clara County, California, and the federal courts of the Northern District of California. Notwithstanding the foregoing, Implicit may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property rights. The United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (as enacted) do not apply to this Agreement.
14. Miscellaneous.
14.1 Assignment. You may not assign or transfer any of Your rights or obligations in this Agreement, in whole or in part, by operation of law or otherwise, without Implicit’s prior written consent, and any attempt by You to do so will be null and void. Implicit can assign this Agreement in its entirety, upon notice to You but without the requirement to obtain consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our business or assets.
14.2 Severability. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Without limiting the generality of the foregoing, You agree that Section 12 (Limitation of Liability) will remain in effect notwithstanding the unenforceability of any provision in Section 11 (Warranties).
14.3 Notices. Notices will be sent to the contact address set forth herein and will be deemed delivered as of the date of actual receipt.
To Implicit, Inc., 1159 Sonora Court, Suite #305, Sunnyvale, CA 94086, USA
To You: your address as provided in the Order Form. We may give electronic notices to you by email to your e-mail address or by telephone calls to the telephone numbers as provided in the Order Form.
14.4 Waiver. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.5 U.S. Government Users. No technical data or computer software is developed under this Agreement. The Implicit Software and Documentation have been developed solely with private funds and are considered “Commercial Computer Software” and “Commercial Computer Software Documentation” as described in FAR 12.212, FAR 27.405-3, and DFARS 227.7202-3, and are licensed to the to the U.S. Government end user as restricted computer software and limited rights data. Any use, disclosure, modification, distribution, or reproduction of the Software or Documentation by the U.S. Government or its contractors is subject to the restrictions set forth in this Agreement.
14.6 Export Controls. You acknowledge that all or portions of the Implicit Software may be subject to the export control laws of the United States and/or other jurisdictions of the world. You agree not to export, re-export or otherwise transfer any portion of the Implicit Software in violation of any applicable export law or regulation.
14.7 Force Majeure. Implicit will be excused from its obligations under this Agreement to the extent that it is unable to perform due to extraordinary causes beyond its reasonable control. That might include things like acts of God, acts of war, riots, strikes, lockouts, epidemics, internet failures, and power failures.
14.8 Independent Contractors. You and Implicit are independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner whatsoever to create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between us, and neither of us can bind the other contractually.
14.9 Entire Agreement. Implicit may modify its Terms of Service that apply to Your use of the Implicit Software. By continuing to use the Implicit Software after the modifications become effective, You agree to be bound by the revised terms.
14.10 Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to its subject matter. No modifications, changes, or amendments of this Agreement will be binding upon the parties, unless both parties agree to the changes in a writing signed by each of the authorized representatives.