Legal
Referral Agreement
This Referral Agreement (this “Agreement”) was last updated May 20, 2024 and shall govern the business relationship between IntentSignal Systems, LLC, a Wyoming limited liability company (“Company”) and the individual or entity providing referrals to the Company (the “Referring Entity”). By submitting any Referral Form to Company, providing any Qualified Prospect to Company, and/or seeking any payment from Company, you agree to the terms and conditions contained in this Agreement.
WHEREAS, Company provides sales consulting services (the “Services”);
WHEREAS, the Referring Entity is aware of businesses with a need for the Services; and
WHEREAS, Company and the Referring Entity desire that the Referring Entity refer such businesses to Company as potential customers for the Services, in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Referral Program.
Generally. During the Term (as defined in Section 8(a)), the Referring Entity may, from time to time, refer potential customers to Company for the purchase of the Services, using the “Referral Form” attached hereto as Exhibit A. Company will provide the Referring Entity with descriptions of the Services for the Referring Entity’s use in identifying and referring potential customers. If a potential customer referred by the Referring Entity is a Qualified Prospect (as defined in Section 1(b) below) and such Qualified Prospect purchases one or more Services, the Referring Entity may qualify for a referral fee pursuant to Section 1(c) below. The Referring Entity will reasonably cooperate with Company in making any sale resulting from a referral, including without limitation by providing requested information about a referral and by making joint sales calls. Company reserves the right to refuse to sell the Services to any potential customer referred by the Referring Entity in Company’s sole discretion and for any reason, including but not limited to, if Company believes that the sale may subject Company to civil or criminal liability. Company reserves the right to modify any Product at any time or to add new or delete existing Services, in its sole discretion, and without incurring liability to the Referring Entity.
Qualified Prospect. As used in this Agreement, the term “Qualified Prospect” means a potential Services customer referred to Company by the Referring Entity, that: (i) has not previously entered into an agreement with Company for Services; (ii) has not, within the past one hundred eighty (180) days of Referring Entity submitting the Referral Form to Company, been solicited by Company as a potential customer for the Services; and (iii) has not independently approached Company regarding the Services; provided, Company may waive the foregoing qualifications in its sole discretion. In instances where the Referring Entity has identified a potential customer that is a group or division within a large corporate organization, such group or division may be considered a Qualified Prospect if approved in Company’s sole discretion.
Referral Fees. Company will pay to the Referring Entity referral fees during the Term for referring to Company a Qualified Prospect that purchases the Services, as set forth in the “Referral Fee Schedule” included as part of Exhibit A to this Agreement (“Referral Fees”). Company must approve each referral in writing before the Referring Entity becomes eligible to obtain Referral Fees. Company will notify the Referring Entity of its determination regarding the qualification of a referral within ten (10) business days after Company’s receipt of a completed Referral Form. Notwithstanding anything in this Agreement to the contrary, the Referring Entity will not be entitled to receive any Referral Fees unless the Referring Entity provides a completed Referral Form to Company in advance of the sale of the Services and Company approves such Referral Form. Referral Fees will be paid within the timeframe set forth on the Referral Fee Schedule.
Additional Obligations of the Referring Entity.
The Referring Entity agrees to comply with any policies of Company relating to the Services as provided to the Referring Entity from time to time. The Referring Entity shall not (x) market, promote, or describe the Services as gifts or for gifting purposes, (y) directly or indirectly offer, advertise or otherwise promote the Services to the general public, or (z) market or promote for any third parties that are competitive to Company during the term of this Agreement.
The Referring Entity shall communicate with potential Services customers and otherwise perform all services hereunder in a professional and workman-like manner and will refrain from taking any actions that may tarnish the reputation of, or cause people to hold in poor regard, Company, Company’s affiliates or the Services.
The Referring Entity will only market the Services to potential customers using marketing materials (including template marketing forms) provided by or approved in writing by Company. Company may update such pre-approved materials from time to time. When practical, Company will attempt to provide the Referring Entity with at least thirty (30) days’ notice of any update to the pre-approved marketing materials. The Referring Entity will not make any oral or written statements or representations concerning the Services except as consistent with the descriptions and marketing materials provided to the Referring Entity by Company.
In the event that Company provides form agreements for the sale of the Services to the Referring Entity to provide to potential customers, the Referring Entity shall (x) not modify such form agreements without Company’s prior written approval, (y) notify potential customers that no sale of the Services is final until Company receives, reviews, and executes such form agreement, in Company’s sole discretion, and (z) promptly deliver to Company any agreements executed by potential customers.
The Referring Entity shall not authorize or appoint any dealers, agents, representatives or other third parties to market or promote the Services, unless the Referring Entity obtains Company’s prior written approval, which Company may withhold in its sole discretion, and such third party agrees in writing to be bound by the obligations and restrictions imposed on the Referring Entity by this Agreement. The Referring Entity shall not accept orders on behalf of Company or negotiate or enter into written or oral contracts of any nature on behalf of Company. The Referring Entity agrees that it shall have no authority to, and shall not represent to any third party that it has authority to, bind Company.
The Referring Entity will not place advertisements for the Services, make mass mailings or engage in any other mass marketing activities with respect to the Services.
Channel Conflict. The Referring Entity understands and agrees that Company has its own sales channels in place and, as a result, may already be engaged with any number of customers the Referring Entity may believe to be eligible as Qualified Prospects. Company reserves the right, in its sole discretion, to (i) determine the eligibility status of potential Qualified Prospects submitted by the Referring Entity and (ii) continue to directly engage customers using its established channels without obligation or liability to the Referring Entity. The Referring Entity understands and agrees that all Company decisions in this regard are final and binding.
Refunds. No Referral Fees will be due to the Referring Entity, and the Referring Entity will refund to Company any Referral Fees paid with respect to sales of Services in the event that, and to the extent that: (i) any portion of Company’s revenue for such Services becomes subject to adjustment or refund or rebate; or (ii) any portion of the fees for such Services must be returned by Company in connection with any proceeding, whether voluntary or involuntary, involving such Qualified Prospect under any bankruptcy, insolvency or debtor’s relief law. Company shall have the right to offset refunds against any other amounts due to Referring Entity under this or any other Agreement.
Expenses. Each party shall bear all of its own costs and expenses under this Agreement. Neither party shall have any obligation to reimburse the other for such expenses.
Proprietary Rights.
Company’s Proprietary Rights. Notwithstanding any provision of this Agreement to the contrary, Company exclusively owns and retains all right, title, interest in and to, and ownership of, all intellectual property rights in (i) the Services; (ii) any marketing or other materials relating to the Services, including any form agreements, which Company provides to the Referring Entity (“Marketing Materials”); and (iii) Company trademarks, service marks, trade names and logos used by Company in connection with the Services (the “Marks”).
License to Use Marks and Marketing Materials. Company hereby grants to the Referring Entity during the Term a limited, non-exclusive, non-assignable, nontransferable right and license, in the United States, to use the Marks and Marketing Materials as Company expressly authorizes and solely in connection with the Referring Entity’s performance under this Agreement. Company represents and warrants that it has all necessary rights and authority to grant to the Referring Entity the limited license granted hereunder in the Marks and Marketing Materials. The Referring Entity agrees (i) to promote the Services only under the applicable Marks, and not under any other mark or name; (ii) to use the Marks and Marketing Materials only in the form and manner and with appropriate legends as prescribed from time to time by Company; and (iii) that all use of the Marks and Marketing Materials by the Referring Entity and all goodwill associated with or deriving from the Referring Entity’s use thereof will inure to the benefit of Company and its successors and assigns. Company reserves all rights not expressly granted herein. EXCEPT AS PROVIDED HEREIN, COMPANY MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKS OR MARKETING MATERIALS.
Notice of Infringement. The Referring Entity will report promptly to Company regarding any infringement of Company’s proprietary rights which the Referring Entity becomes aware.
Confidential Information.
Confidential Information. For purposes of this Agreement “Confidential Information” shall mean the confidential or proprietary information of a party including the terms of this Agreement, such party’s software, product information, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, customer lists, the form and format of reports, information regarding distribution channels, forecasts, and strategies, whether disclosed prior to the Effective Date for the purpose of communications, discussions, evaluations, or negotiations between the parties in connection with this Agreement or on and after the Effective Date, and whether or not such items are marked “Confidential.”
Restrictions on Use and Disclosure. Each party agrees not to use any Confidential Information received from the other party, and not to disclose such information to any third parties without the prior written consent of the disclosing party, except as may be reasonably necessary for it to perform its obligations or exercise its rights under this Agreement. Each party agrees that it will use commercially reasonable efforts to cause its agents and subcontractors to maintain the confidentiality of any Confidential Information disclosed to it by the other party and shall be liable for any breach of its confidentiality obligations under this Agreement by its agents or subcontractors. Subject to Applicable Law and a party’s record retention policies, and except as otherwise provided herein, upon termination of this Agreement, each party will return to the other party all of its Confidential Information furnished hereunder or provide written certification of the destruction thereof. “Applicable Law” means all federal, state and local laws, statutes, regulations, rules, binding interpretations thereof, and court orders applicable to such party in the performance of its obligations or exercise of its rights under this Agreement.
Compelled Disclosure. In the event that a party is required by court order, subpoena or other legal process to disclose any Confidential Information of the other party, it will provide the other party with prompt notice thereof, unless such notice is prohibited by Applicable Law, so that the other party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with this Section 3 with respect to such Confidential Information. In the event that the party in receipt of the Confidential Information is prohibited by Applicable Law from notifying the other party, the other party does not obtain such a protective order or other remedy, or the other party grants a waiver hereunder, the party in receipt of the Confidential Information may furnish that portion (and only that portion) of the Confidential Information which it is legally compelled to disclose and will exercise such efforts to obtain reasonable assurance that confidential treatment will be accorded any Confidential Information so furnished as it would exercise in assuring the confidentiality of any of its own Confidential Information.
Exclusions. The foregoing restrictions on use and disclosure shall not apply with respect to any Confidential Information which is: (i) lawfully in the public domain; (ii) lawfully obtained on a non-confidential basis from a third party not owing an obligation of confidentiality to the disclosing party; (iii) lawfully in the receiving party’s possession prior to the disclosure of such information by the other party; or (iv) independently developed by a party without the use or benefit of, or reference to, any Confidential Information of the other party. Notwithstanding Section 3(b), any party may use or disclose Confidential Information of the other party (v) to report, transmit, investigate and prevent incidences of fraud, misrepresentation or crime; (u) as required by any regulatory authority having jurisdiction over it; (w) to legal counsel of such party; (y) in confidence, to accountants, banks and financing sources and their respective advisors; (x) if necessary in connection with the enforcement of this Agreement or rights under this Agreement; or (z) to otherwise comply with Applicable Law.
Representations and Warranties.
Each party hereto represents, warrants and covenants to the other that: (i) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and any material foreign jurisdiction; (ii) it has all requisite corporate power and authority to enter into this Agreement and perform its obligations hereunder; (iii) this Agreement has been duly authorized, executed and delivered by it and constitutes a valid and binding obligation enforceable in accordance with its terms; and (iv) its execution and delivery of this Agreement and performance of its obligations hereunder do not and will not conflict with or result in any violation of or default under any (x) provision of its certificate of incorporation or bylaws or other constating documents; (y) agreement, certificate or other instrument to which it is a party or by which it or any of its properties is bound; or (z) Applicable Law.
Disclaimer. THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED OR INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.
Compliance with Applicable Law. In connection with its performance of this Agreement, Company and the Referring Entity will each comply with Applicable Law. Referring Entity represents and warrants that it will remain compliant with the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), and further represents and covenants that it has not and will not that it has not offered, paid, promised, or authorized, and will not offer, pay, promise, authorize, solicit or request, directly or indirectly, any bribe, kickback, or other improper or illegal payment to or from any third party, including any government official, in connection with this Agreement or any related agreement or activity.
Indemnification.
Indemnification. Each party (the “Indemnifying Party”) hereby agrees to defend, indemnify and hold the other party (the “Indemnified Party”) and its affiliates and their respective officers, directors, employees, agents, representatives and independent contractors harmless from and against any and all third-party claims and related losses, damages, liabilities and expenses (including all taxes, interest, and fines and penalties imposed by governmental authorities and all legal costs such as reasonable attorneys’ fees, court costs and settlement expenses) (collectively, “Claims”) arising from or relating to (i) a breach of any of the Indemnifying Party’s obligations under this Agreement; (ii) a breach of any warranty or representation made by the Indemnifying Party in this Agreement; or (iii) the negligence or intentional misconduct of the Indemnifying Party in connection with this Agreement.
Indemnification Procedures. If either party (the “Indemnified Party”) becomes aware of any Claim it believes is subject to indemnification hereunder, the Indemnified Party will give the other party (the “Indemnifying Party”) prompt written notice thereof (including the basis on which indemnification is being asserted and copies of all relevant pleadings, demands and other papers related to the Claim); provided that the Indemnified Party’s failure to notify the Indemnifying Party shall not diminish the Indemnifying Party’s obligations under this Section 6 except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure. The Indemnifying Party will have the sole and absolute right to control the defense of the Claim, at its own expense, including selection of counsel and control, defense, prosecution, negotiation, settlement or other disposition of such Claim. The Indemnified Party will cooperate fully with the Indemnifying Party and its counsel in the defense. Should the Indemnified Party desire to retain its own counsel, it may do so at its own expense. The Indemnifying Party may, upon consultation with the Indemnified Party, enter into any compromise or settlement of a Claim, and such compromise or settlement will be fully binding on the parties; provided, that no settlement or compromise shall be made without such Indemnified Party’s prior written consent if the settlement or compromise involves anything other than the payment of money at settlement, including any performance by, or adverse admission of, the Indemnified Party.
Limitation of Liability. EACH PARTY’S MAXIMUM (i) AGGREGATE LIABILITY TO THE REFERRING ENTITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF TOTAL REFERRAL FEES PAID BY COMPANY TO THE REFERRING ENTITY UNDER THIS AGREEMENT AND (ii) LIABILITY TO THE REFERRING ENTITY FOR AN INDIVIDUAL CLAIM SHALL NOT EXCEED THE AMOUNT OF REFERRAL FEES PAID BY COMPANY TO THE REFERRING ENTITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUSTAINED OR INCURRED IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT ACT AS A LIMITATION ON THE RIGHTS OF THE PARTIES TO RECOVER SUCH DAMAGES: (A) RESULTING FROM A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 3 ABOVE; OR (B) RESULTING FROM THE REFERRING ENTITY’S BREACH OF ITS OBLIGATIONS SET FORTH IN SECTION 1(e) ABOVE.
Term and Termination.
Term. This Agreement will commence upon the Effective Date and continue for one (1) year (the “Initial Term”), unless earlier terminated according to this Section. This Agreement shall automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless earlier terminated according to this Section.
Termination for Cause. Either party may terminate this Agreement in the event that (i) the other party breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of such breach from the non-breaching party, (ii) an involuntary or voluntary petition of bankruptcy is filed against or by the other party, or an order appointing a receiver, custodian, trustee, liquidator, or any other person with similar authority is entered with respect to the assets of the other party or (iii) an adverse judgment, order, or award is entered against the other party having a material adverse impact on the financial solvency of the other party.
Termination for Convenience. Either party may terminate this Agreement by providing the other party with written notice of thirty (30) days.
Termination for Change in Law. If the issuance of Services in a jurisdiction is determined by either party or a governmental authority with jurisdiction over either party to contravene Applicable Law in such jurisdiction, or if Company reasonably believes that changes in, or regulatory interpretations of, Applicable Law make it commercially impracticable to continue offering Services in such jurisdiction, then such party may terminate this Agreement with respect to such jurisdiction upon thirty (30) days’ prior written notice to the other party. Either party may terminate this Agreement immediately upon notice to the other party if it is directed to terminate this Agreement or its affiliation with Services by a governmental authority having jurisdiction over it.
Effect of Termination. Upon termination of this Agreement, Company shall have no further obligation to pay Referral Fees to the Referring Entity other than those Referral Fees, if any, accrued during the calendar month immediately preceding termination.
Survival. This Section 8(f) and Sections 1(c), 1(g), 3, 6, 7, 8(g), and 9(c) through (j) will survive termination of this Agreement.
General Provisions.
Access to Information; Audit and Inspection. The Referring Entity acknowledges that its performance under this Agreement is subject to oversight by regulatory authorities having jurisdiction over Company. The Referring Entity shall maintain accurate and complete books and records relating to its performance under this Agreement. The Referring Entity agrees that: (i) Company and any regulatory authorities which have jurisdiction over Company shall have the right to audit and inspect the Referring Entity’s books and records related to this Agreement as necessary to confirm the Referring Entity’s compliance with its obligations hereunder; and (ii) subject to Applicable Law, the Referring Entity will provide to Company all information and documents in its control or possession that Company may request relating solely to the Referring Entity’s performance under this Agreement.
Insurance. During the Term, the Referring Entity shall maintain at its own expense general liability insurance of a type and in an amount as is customary and appropriate in light of its business activities.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without reference to its conflicts of law rules. Any legal action, including an original complaint or third party claim, by or in the right of either party to this Agreement or any action arising under or in any way related to this Agreement, including but not limited to any non-contract claim, will be brought and maintained exclusively in a state or federal court of competent subject matter jurisdiction in Wyoming, and the parties hereby submit to the personal jurisdiction and venue of such courts for the purpose of any such action or claim, and waive any defense related to personal jurisdiction, process or venue.
Waiver and Amendment; Severability. The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be construed as a waiver of any subsequent breach of the same or any other provision of the Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. No amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized signatory of Company and the Referring Entity. The parties intend every provision of this Agreement to be severable. If a court of competent jurisdiction determines that any term or provision is illegal or invalid for any reason, the illegality or invalidity will not affect the validity of the remainder of this Agreement.
Assignment. The Referring Entity may not assign, transfer or delegate, voluntarily or by operation of law, its rights and obligations under this Agreement, in whole or in part, without the prior written consent of Company. Any such attempt by the Referring Entity to assign, transfer or delegate any of its rights or obligations under this Agreement without Company’s prior written consent will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Notice. All notices required or permitted under this Agreement shall be made in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight delivery service, with delivery confirmed, or (iii) email, if confirmed with a receipt or other tangible evidence of receipt or delivery, in each case addressed according to the signature block below or to an address for receipt of notices subsequently provided by a party according to this Section 9(f). Notices shall be deemed effective on the business day of receipt, except that notices delivered after 5:00 p.m. shall be deemed to have been given on the next business day.
Relationship of the Parties; No Third Party Beneficiaries; Non-Exclusivity. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and neither party nor its agents have any authority of any kind to bind the other party in any respect whatsoever. Each party acknowledges that the parties to this Agreement are independent contractors and that it will not represent itself as an agent or legal representative of the other. Nothing in this Agreement is intended to confer any rights or remedies on any person or entity that is not a party to this Agreement. No provision of this Agreement shall be interpreted as preventing, restricting or otherwise interfering with the ability of Company to directly or indirectly market, promote, distribute, license or otherwise exploit all or any aspect of the Services in any manner whatsoever.
Publicity. Each party agrees that it will not release or publish news releases, announcements, or other publicity relating to this Agreement or to the transactions contemplated herein without the prior review and written approval of the other party; provided, however, that each party may make such disclosures as are required by Applicable Law after making reasonable efforts in the circumstances to consult in advance with the other party.
Entire Agreement; Headings; Counterparts. This Agreement, including the Exhibits attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous proposals or agreements whether oral or written, and all communications between the parties relating to the subject matter of this Agreement. The headings and subheadings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
Ambiguities. Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.
EXHIBIT A
REFERRAL FORM
This form must be submitted by the Referring Entity and approved by Company in order for the Referring Entity to qualify for a Referral Fee after a Qualified Prospect enters into an agreement with Company for the purchase of the Services. This Referral Form is governed by the Referral Agreement which can be found at https://intentsignal.co/referral-agreement. By submitting this Referral Form, you agree to be bound by the Referral Agreement.
REFERRING ENTITY INFORMATION
Name
Phone
PROSPECT INFORMATION
Organization Name _____________________________________________
Address _____________________________________________
Decision Maker Name/Phone ________________________/_____________________
Other Contact(s) ________________________/_____________________
Background/Requirements (Solution Description, Referral Entity’s relationship with Qualified Prospect, etc. .):
Submitted By:
Date:
REFERRAL FEE SCHEDULE
Twenty Percent (20 %) of the amount paid to Company by the Qualified Prospect during the initial term of the contract for the Services as entered between Company and the Qualified Prospect, net of any refunds, taxes, overage charges, or sums paid for any third-party products or services. If the Qualified Prospect pays for the initial term of the contract for Services in installments, then the Referral Fee percentage shall be applied to each installment payment as it is received. Referring Entity shall not be entitled to any Referral Fee for any contract renewals, and shall only be entitle to Referral Fee’s during the initial term.
ACCEPTANCE
If Company accepts this Referral Form, then Company shall email the individual at the email address identified above. If Company has not provided notice that the Referral From has been provided within five (5) business days, then this Referral Form shall be deemed rejected/
COMPANY CONTACT
Andrew Elsakr
andrew@intentsignal.co