INTENSE TECHNOLOGIES CLOUD SERVICES AGREEMENT

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Updated: JULY 16, 2024

This excerpt outlines the terms and conditions of a Cloud Services Agreement between Intense Technologies Ltd (referred to as "Intense") and the purchaser or user of Intense Cloud Services (referred to as "Customer"). Here are the key points summarized:

Parties: The agreement is between Intense Technologies Ltd, located at Unit #01, The Headquarters, 10th floor, Wing B Orbit by AuroRealty, Knowledge City, Raidurg, RR District, Hyderabad 500019. and the Customer.

Definitions:

1. "Intense" refers to M/s Intense Technologies Limited.
2. "Your", "You", and "Customer" are used interchangeably to refer to the party agreeing to the terms.

Effective Date: The Agreement becomes effective when the Customer accepts the terms or begins using Intense Cloud Services.

Acceptance: By clicking to create a Cloud Service account, or using the Cloud Service, the Customer agrees to the terms of this Agreement. If the Customer is entering into the Agreement on behalf of an entity, they confirm they have the legal authority to bind that entity.

Exclusion: If there exists a separate written agreement between Intense and the Customer that covers the same subject matter as this Agreement, that written agreement takes precedence over these terms.

Non-acceptance: If the Customer does not accept these terms, they are not permitted to use the Cloud Service.

This portion of the Cloud Services Agreement outlines several important aspects of the agreement between Intense Technologies Ltd and the Customer. Here are the key points summarized:

INTENSE CLOUD SERVICE

1. Provision of the Cloud Service: During the term specified in the Order, Intense commits to the following: (a) ensuring availability of the Cloud Service for Customer access and use as per the terms outlined in this Agreement, the Order, and accompanying Documentation; (b) delivering purchased Support Services to Customer at the subscribed level; (c) maintaining the Cloud Service in compliance with the agreed Service Level Agreement; and (d) adhering to all relevant laws governing the provision of the Cloud Service by Intense.
2. Registration: Registration is mandatory for customers intending to utilize the Cloud Service, requiring them to establish an account. It is crucial for customers to maintain accurate and complete registration details. Customers are accountable for the security of their User IDs and passwords, as well as for the activities conducted through their accounts. Any unauthorized use must be promptly reported to Intense via email at support@In10stech.com.

CUSTOMER USE

1. Acceptable Use and Restrictions: Customer must adhere to Intense's Acceptable Use Policy, ensuring both themselves and their Users comply with it. The Cloud Service cannot be resold, sublicensed, rented, leased, or otherwise made available to any third party except for authorized Users. Customer is prohibited from using the Cloud Service to threaten or compromise the security or integrity of any network, computer, communications system, software application, or computing device. Additionally, Customer may not establish network connections with third-party users, hosts, or networks without proper authorization, nor circumvent any usage restrictions placed on the Cloud Service through manual or electronic means. While Intense reserves the right to investigate violations or misuse of the Cloud Service, and may remove content or disable access to resources that violate these terms (Section 2.1), it will make reasonable efforts to notify Customer in advance and provide an opportunity to address and rectify any violations or threats.
2. Content Restrictions and Responsibilities: Customer is prohibited from transmitting illegal, fraudulent, infringing, or privacy-violating content. You bear full responsibility for ensuring the legality of all content transmitted, complying with relevant laws governing content collection and provision, ensuring their users adhere to all terms outlined in agreements, orders, and documentation, and configuring and using the Cloud Service in accordance with the terms of this agreement and applicable law. Should Customer receive user data access or deletion requests, they are solely accountable for managing personal identifiable data as per applicable data protection laws.
3. PRIVACY AND SECURITY
   • Each party agrees to adhere to obligations outlined in the Data Processing Addendum, which is hereby included by reference. Intense commits to employing suitable administrative, physical, and technical measures aimed at preventing unauthorized access, use, or disclosure of Content, detailed further in the Security Addendum. Intense will only access Content when necessary for delivering the Cloud Service or Support Services, enforcing this Agreement, or as allowed under a Permitted Disclosure as defined in section 6.1.
4. ORDERS, FEES AND RELATED
   • Orders: All Orders are governed by the terms of this Agreement and are not binding until accepted by Intense. Orders placed by Customer through the Intense Cloud website are considered accepted when Intense grants access to the selected service environment. Payment obligations are non-cancelable, and fees paid are non-refundable, except as explicitly stated in this Agreement.
   • Fees and Payment: Customer agrees to pay Intense all fees specified in an Order, including usage fees for the Cloud Service. Unless otherwise agreed in a written Order, Customer's would be billed in advance as per the price of the plan and package purchased.
   • Taxes: Customer is responsible for all applicable customs, duties, sales, use, value added, withholding, or other taxes imposed due to the transactions covered by this Agreement, excluding taxes based on Intense's net income. If Customer is required to deduct or offset any such taxes, Customer must pay Intense additional amounts to ensure Intense receives the full amount it would have received without the deduction.
   • Late Renewals: Without limiting Intense's rights or remedies, if customer do not renew the plan within due date access to the site would be denied. Customer would be provided 30 days of grace period during which customer need to renew the plan for continued access failing which the account would be deleted along with data.
   • Payment Disputes:
   • Marketplace Orders: Orders placed through a third-party Marketplace are subject to this Agreement and the terms of the respective Marketplace Platform Provider. Fees will be as specified in the Order and/or Intense Cloud user interface, payable to the Marketplace Platform Provider.
   • Indirect Orders: If Customer purchases the Cloud Service through an Intense-authorized reseller, payment obligations are owed to the reseller, with potentially different or additional terms agreed upon between Customer and the Reseller.
5. INTELLECTUAL PROPERTY OWNERSHIP
   • Intense Materials: Intense and its licensors retain complete ownership of all intellectual property rights associated with the Cloud Service, including underlying technology, Documentation, and any other materials provided by Intense concerning the Cloud Service. This includes derivative works, corrections, bug fixes, enhancements, updates, modifications, or improvements (collectively referred to as "Modifications") of these materials ("Intense Materials"). Aside from the explicitly granted rights in this Agreement, Customer is not granted any rights, title, or interest in any Intense Materials. Customer acknowledges that they do not have the right to create Modifications of Intense Materials. Intense reserves all rights not expressly provided in this Agreement.
   • Content: Except for the rights explicitly granted in this Agreement, Customer retains full ownership of all rights, including intellectual property rights, in their Content in relation to the Cloud Service.
6. CONFIDENTIALITY
   • Confidentiality Obligations: Each party agrees to keep confidential any non-public information and know-how disclosed or made accessible by the other party under this Agreement ("Confidential Information"). This includes information that is designated in writing as proprietary or confidential, or information that, if disclosed orally, is subsequently confirmed as confidential in writing within thirty (30) days. Intense's Confidential Information encompasses the Cloud Service, terms of this Agreement, and all associated Orders, while Customer's Confidential Information includes their Content. Each party commits to (a) maintain the confidentiality of the other party's Confidential Information with at least the same degree of care as it uses for its own similar information, but no less than reasonable care; (b) only use the other party's Confidential Information for fulfilling obligations under this Agreement; and (c) disclose Confidential Information only to its employees, subcontractors, and agents who need to know it for purposes related to this Agreement, and who are bound by confidentiality obligations at least as protective as those stated here. These obligations do not apply to information that is publicly known, developed independently, or already known to the receiving party without breach, or when disclosure is required by law, provided the disclosing party is promptly notified and assisted in seeking protective measures.
   • Injunctive Relief: Any violation or threatened violation of this confidentiality section may cause irreparable harm for which monetary damages may be inadequate. Therefore, the harmed party may seek injunctive relief without needing to prove actual damages or furnish a bond, in addition to any other legal remedies available.
7. WARRANTIES AND DISCLAIMERS
   • Mutual Warranties: Each party warrants that it has the full corporate right and authority to enter into and perform this Agreement.
   • Intense Warranties: Intense warrants that:

     (a) It will perform Support Services in a professional manner, using care, skill, and diligence consistent with industry standards.

     (b) The Cloud Service will materially perform according to the applicable Documentation.

     (c) Intense will not materially reduce the overall security of the Cloud Service during the term of any Order.

     Intense's sole obligation and Customer's exclusive remedy for breach of the above warranties is for Intense to re-perform the Support Services or correct any nonconformity in the Cloud Service, as specified in the Support Services terms. These warranties are contingent upon Customer notifying Intense in writing of any nonconformity within thirty (30) days of becoming aware of it.

   • Warranty Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, INTENSE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. INTENSE DOES NOT WARRANT THAT THE CLOUD SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW.
8. INDEMNIFICATION
   1. Each Party (the “Indemnifying Party”), at its own expense, shall indemnify, defend, and hold harmless the other Party (the “Indemnified Party”), its Affiliates, and their respective employees, officers, directors, representatives and agents, from and against all losses, damages, liabilities, settlements, costs and expenses (including attorneys’ and professionals’ fees and other legal expenses) arising out of or related to any claim, demand, suit, action, or proceeding initiated by a Third Party arising out of or relating to:

      (a) Any breach by the Indemnifying Party of this Agreement;

      (b) A breach of any Third Party Intellectual Property Rights;

      (c) Any Indemnifying Party service, Content or other materials or services provided by Indemnifying Party or its Third Party Providers under this Agreement, or;

      (d) An allegation that the services or Content provided by the Indemnifying Party to its customers violates the Applicable Law. (Collectively an “Indemnifying Party Covered Claim”).

   2. Indemnified Party shall provide Indemnifying Party with written notice of the Indemnifying Party Covered Claim if Indemnified Party is made aware of any such claim, and Indemnified Party may, in its sole discretion, permit Indemnifying Party to control the defence, settlement, adjustment or compromise of the Indemnifying Party Covered Claim provided that Indemnifying Party does not enter into any compromise or settlement negotiations on its own behalf or on behalf of Indemnified Party without Indemnified Party’s prior written consent.
9. LIMITATION OF LIABILITY
   1. Nothing in this Agreement limits either party's:

      (I) Liability for personal injury, death, or willful misconduct,

      (II) Liability that cannot be limited by applicable law, or

      (III) Obligations under Section 8 (Indemnification).

   2. Except as stated in Section 9.1, in no event shall either party or its affiliates be liable to the other party for an amount exceeding the total fees paid or payable by Customer and its affiliates to Intense under this Agreement for the services that gave rise to the liability, during the twelve (12) months immediately prior to the event causing such liability, whether in contract or tort, regardless of the theory of liability.
   3. Neither party nor its affiliates shall be liable to the other party under this Agreement for any consequential, incidental, special, indirect, punitive, or exemplary damages of any kind, or for loss of business, profits, goodwill, anticipated savings, or data, or for any claim or demand by any other party, however caused, even if advised of the possibility of such damages, whether in contract or tort, regardless of the theory of liability. These exclusions and limitations apply even if any limited remedy fails its essential purpose.
10. TERM AND TERMINATION
    1. Agreement Term: This Agreement starts on the Effective Date and continues until terminated as described below.
    2. Service Term: The Subscription Term for the Cloud Service is specified in the relevant Order. Customer may stop using the Cloud Service at any time by following the designated process on the Intense website interface to "Delete" the purchased Cloud Service. However, discontinuing use does not release Customer from any accrued fees or committed payment obligations through the end of all active Orders, nor does it entitle Customer to a refund of any prepaid amounts.
    3. Termination for Cause: Either party may terminate this Agreement or an Order with written notice if the other party materially breaches this Agreement and fails to remedy the breach within thirty (30) days of receiving written notice. Either party may also terminate this Agreement immediately if the other party (a) ceases or suspends its business operations; (b) becomes subject to bankruptcy or insolvency proceedings under federal or state law; (c) becomes insolvent or under the control of a trustee, receiver, or similar authority; or (d) voluntarily or involuntarily undergoes liquidation or dissolution. If Customer terminates an Order under this section 10.3, Intense will refund any unused prepaid fees for the remainder of the Order term following the termination date. However, termination does not relieve Customer of its obligation to pay any fees due for periods prior to termination.
    4. Effect of Termination: Termination or expiration of an Order does not automatically terminate this Agreement. Provisions that, by their nature, are intended to survive termination—including but not limited to "Orders", "Fees and Related", "Intellectual Property Ownership", "Confidentiality", "Indemnification", "Limitation of Liability", and "Term and Termination"—will remain in effect. Upon termination of this Agreement, Customer must cease all use of and access to the Cloud Service and Support Services immediately. Customer is responsible for exporting Content from the Cloud Service before discontinuing or terminating its use.
11. TRIAL USAGE

    "Trial Usage" refers to a short-term evaluation of the Cloud Service provided free of charge or at a discounted rate due to Customer receiving one or more coupon codes or credits from Intense, or due to any marketing program of Intense The Trial Usage period ends when either (a) Customer places an order for any published plan for the Cloud Service, or (b) Customer has not purchased any paid before end of trail period. The terms of this section 11 govern Trial Usage and supersede conflicting provisions in this Agreement; however, Trial Usage remains subject to all other applicable provisions of this Agreement.

    Trial Usage is strictly for evaluation purposes unless explicitly stated otherwise in an Order, Trial Usage:

    1. does not include support;
    2. is provided "AS IS"; and
    3. does not come with indemnification, warranties, or conditions of any kind. No service level commitments apply to Trial Usage. During Trial Usage, Customer must refrain from transmitting production data or data regulated by law or regulation into the Cloud Service. Certain features or functionalities of the Cloud Service may not be available during Trial Usage.
12. GENERAL
    1. Assignment: Neither party may assign or transfer this Agreement or any rights or obligations hereunder, in whole or in part, to any third party without the other party’s prior written consent, except to an Affiliate or to a successor to its business or assets related to this Agreement (whether through merger, sale of assets, sale of stock, reorganization, or otherwise). Any attempted assignment or transfer without such consent will be void. This Agreement binds and benefits the parties and their respective successors and permitted assigns.
    2. Delays: If either party is unable to perform its obligations under this Agreement due to circumstances beyond its reasonable control (such as Act of God, fire, flood, war, strike, governmental action, or similar events), and the party has made reasonable efforts to mitigate the effects, that party shall promptly notify the other party in writing. The time for performance shall be extended for the period of the delay caused by such circumstances.
    3. Governing Law: This Agreement shall be governed by and construed in accordance with laws of India and the Parties agree that any dispute, controversy or claim arising out of or relating to this Agreement which cannot be resolved by negotiations between the Parties shall be submitted to the non-exclusive jurisdiction of the Hyderabad courts in state of Telangana for the purpose of enforcing any claim arising hereunder.
    4. Other: This Agreement, including any referenced exhibits, addenda, and incorporated terms, constitutes the entire agreement between the parties, superseding all prior agreements and understandings, whether written or oral, regarding its subject matter, and does not confer any rights or remedies on third parties. Customer acknowledges relying only on representations contained in this Agreement. No modification or amendment to this Agreement, nor any waiver of rights under this Agreement, shall be effective unless in writing and signed by both parties. In case of conflict between this Agreement and an Order, the terms of the Order prevail. This Agreement supersedes any additional or conflicting terms in any other purchasing-related document issued by Customer relating to an Order. Waiver of one breach or delay in exercising rights does not waive subsequent breaches. If a provision of this Agreement is held invalid or unenforceable, it will be replaced with a valid provision reflecting the parties' intent, and remaining provisions will remain in effect. Intense may use Customer’s name and logo on its website, in marketing, and sales materials for the Cloud Service. This Agreement does not establish an agency, partnership, or joint venture between the parties. Neither party may assume obligations, make representations, or bind the other party without explicit authority. Intense will provide required notices to Customer via email. Customer must send notices to Intense at legal@In10stech.com , expressly referencing this Agreement and the relevant section.