This Terms of Services (this "Agreement") contains the terms and conditions that govern your access to and use of IntelliHub services and is an agreement between Spotflock Technologies Private Limited ("we," "us," or "our"), having its registered office at Plot No. 20, 3rd Floor, Image Gardens Rd, VIP Hills, Silicon Valley, Madhapur, Hyderabad, Telangana 500081, India, and you or the entity you represent ("you" or "your"). This Agreement takes effect when you click an "I Accept" button or checkbox presented with these terms or, if earlier, when you use any of IntelliHub services (the "Effective Date"). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
Use of IntelliHub services
You may access and use IntelliHub services in accordance with this Agreement. You will comply with the terms of this Agreement and all laws, rules, and regulations applicable to your use of IntelliHub services.
To access the Services, you must have an IntelliHub account associated with a valid email address and a valid form of payment. Unless explicitly permitted by the Service Terms, you will only create one account per email address.
Third-Party Content may be used by you at your election. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which terms and conditions may include separate fees and charges.
We may change or discontinue any or all of IntelliHub services or change or remove functionality of any or all of IntelliHub services from time to time. We will notify you of any material change to or discontinuation of IntelliHub services.
We may change or discontinue any APIs for the Services from time to time.
Security and Data Privacy
IntelliHub Security: We will implement reasonable and appropriate measures designed to help you secure your content against accidental or unlawful loss, access or disclosure.
Data Privacy: We will not access or use your content except as necessary to maintain or provide IntelliHub services, or as necessary to comply with the law or a binding order of a governmental body.
Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or End Users), and (b) we are not responsible for unauthorized access to your account.
You will ensure that your content and your and End Users’ use of your content or IntelliHub services will not violate any of the Policies or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of your content.
You are responsible for properly configuring and using IntelliHub services and otherwise taking appropriate action to secure, protect and backup your accounts and your content in a manner that will provide appropriate security and protection, which might include use of encryption to protect your content from unauthorized access and routinely archiving your content.
IntelliHub log-in credentials and private keys generated by the Services are for your internal use only and you will not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, your content or use of IntelliHub services. You are responsible for End Users’ use of your content and IntelliHub services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused IntelliHub IntelliHub services by such End User. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.
Fees and Payment
Service Fees: We calculate and bill fees and charges monthly or according to subscribed plan. We may bill you more frequently for fees accrued if we suspect that your account is fraudulent or at risk of non-payment. We will invoice you from our registered office at the address of your establishment (as registered with the tax authorities, if applicable) receiving the Services in accordance with the applicable indirect tax laws. You will pay us the applicable fees and charges for use of IntelliHub services as described on the Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff, or counterclaim, and without any deduction or withholding unless required by law. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services you are using by giving you prior notice.
Taxes: All fees and charges payable under this Agreement will be exclusive of applicable national, state or local indirect taxes ("Taxes") that SPOTFLOCK TECHNOLOGIES is legally obligated to charge under the applicable laws. For the purpose of this clause, local indirect taxes include Goods and Services Tax (“GST”), which includes the Central Goods and Services Tax ("Central Tax"), the State Goods and Services Tax ("State Tax"), the Union Territory Goods and Services Tax ("UT Tax"), the Integrated Goods and Services Tax ("Integrated Tax") as may be applicable. The Taxes charged by SPOTFLOCK TECHNOLOGIES will be stated in the invoice pursuant to applicable laws. SPOTFLOCK TECHNOLOGIES may charge and you will pay any applicable Taxes, which are stated separately on the invoice. As per the statutory requirement under GST, you will provide all necessary information such as the correct GST registered address, legal name and GSTIN ("GST Information") in order for SPOTFLOCK TECHNOLOGIES to issue correct GST invoices as per the applicable legal requirements. In the event, the GST invoice is incorrect, you will inform us in a timely manner, to enable SPOTFLOCK TECHNOLOGIES to correct the GST tax invoice.
We may suspend your or any End User’s right to access or use any portion or all of IntelliHub services immediately upon notice to you if we determine:
- your or an End User’s use of IntelliHub services (i) poses a security risk to IntelliHub services or any third party, (ii) could adversely impact our systems, IntelliHub services or the systems or Content of any other customer, (iii) could subject us, or any third party to liability, or (iv) could be fraudulent;
- you are, or any End User is in breach of this Agreement
- you are in breach of your payment obligations; or
- you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
Effect of Suspension. If we suspend your right to access or use any portion or all of IntelliHub services:
- you remain responsible for all fees and charges you incur during the period of suspension;
- you will not be entitled to any service credits for any period of suspension.
Term & Termination
Term: The term of this Agreement will commence on the Effective Date and will remain in effect until terminated. Any notice of termination of this Agreement by either party to the other must include a Termination Date that complies with the notice periods.
(a) Termination for Convenience: You may terminate this Agreement for any reason by providing us notice and closing your account for all Services for which we provide an account closing mechanism. We may terminate this Agreement for any reason by providing you an advance notice.
(b) Termination for Cause: Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured. No later than the Termination Date, you will close your account.
Effect of Termination:
Upon the Termination Date:
(i) All your rights under this Agreement immediately terminate;
(ii) you remain responsible for all fees and charges you have incurred through the Termination Date and are responsible for any fees and charges you incur during the post-termination period;
(iii) you will immediately return or, if instructed by us, destroy all IntelliHub Content in your possession.
For any use of the Services after the Termination Date, the terms of this Agreement will apply and you will pay the applicable fees at the rates.
We obtain no rights under this Agreement from you to your content. You consent to our use of your content to provide IntelliHub services to you and any End Users.
You represent and warrant to us that: (a) you own all right, title, and interest in and to your content and Suggestions; (b) you have all rights in your content and Suggestions necessary to grant the rights contemplated by this Agreement.
We own all right, title, and interest in and to IntelliHub services, and all related technology and intellectual property rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with this Agreement.
Neither you nor any End User will use IntelliHub services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will, or will attempt to (a) modify, distribute, alter, tamper with, repair, or otherwise create derivative works of any Content included in IntelliHub services (except to the extent Content included in IntelliHub services is provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile IntelliHub services or apply any other process or procedure to derive the source code of any software included in IntelliHub services (except to the extent applicable law doesn’t allow this restriction), (c) access or use IntelliHub services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense IntelliHub services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavours). You will not imply any relationship or affiliation between us and you except as expressly permitted by this Agreement.
IntelliHub SERVICES ARE PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED,WE (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING IntelliHub SERVICES OR THE THIRD PARTY CONTENT AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT IntelliHub SERVICES OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
Limitations of Liability
WE WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Modifications to the Agreement:
We may modify this Agreement (including any Policies) at any time by posting a revised version on the Site or by otherwise notifying via email.
"Account Information" means information about you that you provide to us in connection with the creation or administration of your IntelliHub account. For example, Account Information includes names, usernames, phone numbers, email addresses and billing information. "API” means an application program interface.
"Content" means software (including machine images), data, text, audio, video, or images. "End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses your content; or (b) otherwise accesses or uses IntelliHub services under your account. The term "End User" does not include individuals or entities when they are accessing or using the Services or any Content under their own account, rather than under your account. "Losses” means any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).
"IntelliHub services" means the Services (including associated APIs), the Content, and any other product or service provided by us under this Agreement. "Third-Party Content" means Content made available to you by any third party on the Site.