TERMS AND CONDITIONS

Intello Labs Private Limited (including its subsidiaries) (“We”, “Us” “Our” “Service Provider”) has developed the Intello Track Mobile App (“App”) for provision of quality assaying services for select commodities by various enterprises (“Service”). This Service is provided by Us and is intended for use as is. Please read these terms of service and our Privacy Policy (together, these “Terms”) carefully as they form a contract between You and the Service Provider and govern use of and access to the Service(s) and App by You and Your Affiliates. In the event of a conflict between these terms and conditions and our Privacy Policy, these terms and conditions shall prevail. If you choose to use our Service, then you agree to the collection and use of information in relation to Our Privacy Policy.

By accessing or using the Service(s) or App, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), You agrees to these Terms for that Entity and are representing to Us that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms, “You/your” or related capitalized terms used herein shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not access or use the Service(s) or App.

1. Our Responsibilities
We will (a) make the Service(s) available to you pursuant to the applicable online registration through the App, (b) use commercially reasonable efforts to make the Service(s) available in accordance with its service levels, and (c) provide the Service(s) in accordance with laws and government regulations applicable to locations where we host the Service(s). Subject to your compliance with the Terms and solely during the subscription period, we grant to you a limited, non-exclusive, non-transferrable, and revocable right to access and use the Service(s) for its internal purposes, including the right to download, install and use the App.

2. Your Responsibilities
2.1 Your Account: You shall be solely responsible for the confidentiality of Service Data and login information. Notwithstanding our obligations under Clauses 9.2 & 9.3 of the Terms, You shall be responsible for use of the Service(s) through Your Account by any third party. You shall use best efforts to prevent unauthorized access to, or use of, the Service(s), and notify us promptly of any such unauthorized access or use of which You become aware. We and our  Affiliates shall not be liable for any damage or loss that may result from your failure to protect Your login information.
2.2 Use of the Service(s):   You agree not to (i) use the Service(s) To Process data on behalf of any third party; (ii) use the Service(s) in any unlawful manner, including but not limited to violation of any person’s privacy rights; (iii) use the Service(s) to store or transmit any content that infringes upon any person’s Intellectual Property Rights; (iv) use the Service(s) in any manner that interferes with or disrupts the integrity or performance of the Service(s) and its components; (v) use the Service(s) to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (vi) use the Service(s) to post, transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (vii) use the Service(s) for the purposes of cookie tracking, ad exchanges, ad networks, data brokerages, or sending electronic communications (including e-mail) in violation of applicable law (viii) use the Service(s) to store or transmit any “protected health information” unless expressly agreed to otherwise in a signed writing by Us. 
2.3 General Restrictions: You shall not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service(s) available to any third party, other than Users and End-Users in furtherance of its internal business purposes as expressly permitted by the Terms; (ii) modify, adapt, or hack the Service(s) or otherwise attempt to gain or gain unauthorized access to the Service(s) or related systems or networks; (iii) falsely imply any sponsorship or association with Service Provider; (iv) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any Software making up the Service(s); (v) establish a link to the App in such a way as to suggest any form of association, approval or endorsement on Service Provider’s part where none exists; or (vi) try to use, or use, the Service(s) in violation of the Terms. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service(s) are  compliant with all applicable laws and regulations.
2.4 Security Responsibilities:  You shall be responsible for maintaining the security of access to Your Account (“Security Access”).  Any loss of data or attempted or actual access or use of the Service(s) resulting from a breach of Security Access shall be Your sole responsibility..

3. Access to Service(s)
3.1. Users: Access and use of the Service(s) is restricted to the specified number of Users (i) permitted under the applicable law or (ii) registered for use via the online registration through the App.
3.2 Downtime: You may not be able to access or use the Service(s) (a) during planned downtime for upgrades and maintenance to the Service(s) (of which we will use commercially reasonable efforts to notify you in advance through the Service(s)), or (b) during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the internet), or acts undertaken by third parties, including, without limitation, distributed denial of service attacks (“Force Majeure Event”). You acknowledge that in the event of Force Majeure Event, We shall be relieved from our obligations (or part thereof) as long as the Force Majeure Event hinders the performance of said obligations (or part thereof). We will make reasonable efforts to mitigate the effects of the Force Majeure Event.

4. Changes to the Service(s)
We may update the Service(s) from time to time and You may receive notifications of such upgrades, enhancements, or updates (“Updates”). Any new or modified features added to, augmenting, or otherwise modifying the Service(s) or other Updates, modifications or enhancements to the Service(s) are also subject to the Terms and we reserve the right to deploy Updates at any time. You agree that the purchase of the Service(s) is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by us with respect to future functionality or features.

5. Ownership of Intellectual Property Rights
5.1 Ownership of Intellectual Property Rights (“IPR”): All rights, title, and interest in and to (i) Documentation; (ii) Software and Service Provider’s API; and (iii) all of Service Provider’s patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to the Service(s), including the App, and any part of the Service(s) (collectively, “Intellectual Property Rights”) or any derivatives thereto shall belong to and remain exclusively with Intello Labs Private Limited. We are the owner or the licensee of all Intellectual Property Rights in the App, and the content or material published on the App.
5.2 License to Marks: Each Party owns all rights, title, and interest in its product and service names, logos, and registered or unregistered trademarks (collectively, “Marks”). You hereby grant us a limited license to use, reproduce, publish, and distribute your Marks to identify you as a user of the Service(s). By way of example, use includes, without limitation, response to RFPs/bids, testimonials, app, marketing materials, and press releases/earnings announcements.

6. Other Services
Certain other services such as third-party Apps are made available to You through the Market Place or other forums (“Third-Party Services”). These Third-Party Services are developed for their integration with the Service(s) and are governed by their own terms and privacy policies. By enabling the Third-Party Services, you understand and agree that We are neither responsible for Your use of these Third-Party Services, nor do we provide any warranties whatsoever for these Third-Party Services. We are also not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third Party Services, or your reliance on the privacy practices, data security processes or other policies of such Third Party Services. You understand that We are not responsible for providing technical support for the Third-Party Services and that We are not responsible for the data hosting and data transfer practices followed by Service Providers of such Third-Party Services.

7. Billing, Plan Modifications and Payment
7.1 Charges: All charges associated with Your Account (“Subscription Charges”) are set forth in the Services Order and/or communication sent to you by Intello Labs providing the Subscription Charges, and due in full and payable in advance upon Your receipt of Service Provider’s invoice in accordance with Section 7.2. Payment obligations are non-cancellable, and except as expressly permitted in the Terms, fees paid are non-refundable.
7.2 Payment methods: You shall pay the Subscription Charges through an accepted payment method as mutually agreed.
7.3 Renewal: Your subscription to the Service(s) will renew automatically for a Subscription Term in accordance with the renewal terms and conditions set forth in Section 8.1.

8. Term, Termination, and Suspension
8.1 Term: Unless specified otherwise in the Service Order, if any, these Terms shall be deemed effective for You from the date of sign up and shall continue through the Subscription Term. Service Plans commence on the start date specified for You on the date of sign up and continue for the Subscription Term specified therein. Unless a Party gives written notice of non-renewal at least sixty (60) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew for a period equal to the previous Subscription Term and such renewal plan shall be at the then current subscription rates. Service Provider reserves the right to increase the subscription fees on an annual basis at the beginning of each Subscription Term.  For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
8.2 Suspension: We may suspend Your access to the Service(s), including, without limitation, Your Account, on the following grounds: (i) late payment/non-payment of Subscription Charges; (ii) non-renewal of the Service(s) by You; or (iii) breach of the Terms. We will notify You of any such suspension. You must remedy such violations prior to Us restoring full access to and use of the Service(s). Such suspension will in no way affect Your other obligations under the Terms.
8.3 Termination:  We reserve the right to terminate these Terms and any Service(s) hereunder in addition to suspension, if; (i) a breach by you remains uncured for more than ten (10) days from the breach; or (ii) if we believe that your breach of the Terms cannot be cured. Upon such termination, you must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. Either Party may terminate these Terms by written notice to the other Party in the event that (i) such other Party materially breaches the Terms and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
8.4 Free Trial: If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you subscribe to the Services on or before the end of the Free Trial, upon the expiration of your free trial, We may immediately suspend Your access to the Service(s), including, without limitation, your Account. You must export Service Data before the end of the free trial or Service Data will be permanently lost. We shall have no obligation to maintain, store or otherwise retain Service Data beyond the end of the free trial period.

9. Confidentiality
9.1 If You choose, or You are provided with, a user identification code, password, or any other piece of information as part of Service Provider’s security procedures, You must treat such information as confidential. You must not disclose it to any third party. We have the right to disable any user identification code/user login or password, whether chosen by You or allocated by Us, at any time, if in  Our reasonable opinion, you have failed to comply with any of the provisions of the Terms.
9.2 Confidentiality obligations: Each of the Parties will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted pursuant to the Terms, each of the Parties may use the other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under the Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives and agents who have a need to know such Confidential Information for such purposes and who are bound in writing to maintain the confidentiality of, and not misuse, such Confidential Information; provided, however, that We may use feedback and Your (or Your End-Users) data to provide You reports on Your usage/implementation of the Service(s), or for Service Provider’s product development. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered into, prior to the Terms that would purport to address the confidentiality of Service Data and such agreement shall have no further force or effect with respect to Service Data.
9.3 Data Security: We will use appropriate technical and organizational measures to protect the Service Data. Our measures are designed to provide a level of security appropriate to the risk of Processing the Service Data. You understand that We and Our Affiliates shall process Service Data in accordance with Applicable Data Protection Law(s) and in accordance with its Privacy Policy which is incorporated into the Terms by reference.

10. Data Export
10.1 Data Export:  We strongly recommend that You export all Service Data before  terminating Your Account. You agree following the termination of Your Account either by You or Us, Service Data will be retained or deleted in accordance with Supplemental Terms, as applicable to You. Where the Service Data is retained and can be exported, You may contact Service Provider within such Data Retention Period to export Your Service Data. Service Data cannot be recovered once it is deleted.

11. Disclaimer of Warranties
WE WARRANT THAT THE SERVICE(S) WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. THE THIRD-PARTY SERVICE(S), ALL SERVER, NETWORK COMPONENTS, APPS, APIs, AND DATA MIGRATION ARE PROVIDED “AS IS”. EXCEPT AS SET FORTH HEREIN, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ALL LIMITED WARRANTIES SUCH AS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS, FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXCLUDED.
YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE ACCESS TO THE SERVICE(S), WHICH IS PROVIDED OVER INTERNET AND VARIOUS TELECOMMUNICATIONS NETWORKS, ALL OF WHICH ARE BEYOND SERVICE PROVIDER’S CONTROL, WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE.

12. Limitation of Liability
SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THE TERMS, IN NO EVENT WILL WE BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY. WE AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICE(S), WILL NOT EXCEED AN AMOUNT EQUAL TO THE SUBSCRIPTION CHARGES PAID BY YOU AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification
13.1 Indemnification by You: You will indemnify and hold Us and Our Affiliates harmless against any claim brought by a third party against Us, and its respective employees, officers, directors, and agents arising from or related to use of the Service(s) by You in breach of the Terms.

14. Miscellaneous
14.1 Use of third Parties for Payment Processing: We may use a third party service,  to manage payment processing; provided, that such service, We are not permitted to store, retain, or use Your payment account information except to process Your payment information for Us. You must notify Us of any change in Your payment account information, either by updating Your Account or by e-mailing Us at support@intellolabs.com.
14.2 Assignment:  You shall not assign these Terms or any of its rights or delegate any of its duties under the Terms without the prior written consent from Us. Subject to the foregoing, these Terms will be binding upon, enforceable by, and inure to the benefit of the Parties and their respective successors and assigns. Any attempted assignment in violation of this section shall be null and void.
14.3 Entirety: These Terms, together with any Supplemental Terms, constitutes the entire agreement and supersedes any and all prior agreements between You and Us regarding the subject matter hereof. In the event of a conflict between any purchase order and these Terms, these Terms shall prevail. We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. You are to read these Terms carefully before You start to use Our Service(s) or App, as these will apply to Your use of the Service(s) and Our App. You have to check these Terms from time to time to take notice of any changes We make, as they will be binding on You. We will notify You not less than ten (10) days prior to the effective date of any amendments to these terms of service and Your continued use of the Service(s) following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. With respect to amendments only to the Supplemental Terms, We will notify You as aforementioned only if the Supplemental Terms are applicable to You. Our failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms. 
14.4 Severability: If any provision in the Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of the Terms shall remain in effect.
14.5 No Waiver: Our non-exercise of any right under or any provision of the Terms, does not constitute a waiver of that right or provision of the Terms.
14.6 You further agree that You will not use the Service(s) to disclose, transfer, download, export or re-export, directly or indirectly, any Service Data to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which You may be subject. You acknowledge that the Service(s) and other Software may not be available in all jurisdictions and that You are solely responsible for complying with the Export Control Laws.
14.7 Relationship of the Parties: The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.
14.8 Survival:  Sections 2 (Your Responsibilities), 5 (Ownership of Intellectual Property Rights), 7 (Billing, Plan Modifications and Payment), 8 (Term, Termination and Suspension), 9 (Confidentiality), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14.8 (Survival), 14.9 (Notices), 14.10 (Consent to Electronic Communication) and 14.12 (Governing Law) shall survive any termination of the Terms. Termination of such agreement shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of the Terms.
14.9 Notices: All notices to be provided by Us to You under the Terms may be delivered through electronic mail to the e-mail address provided for Your Account. Our address for a notice to Us in writing by Courier or Mail is: C-801, Courtyard, Nirvana Country, Sector 50, Gurugram, Haryana 122018 INDIA with a copy to support@intellolabs.com by electronic mail.
14.10 Consent to Electronic Communication: All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (5) business days after being deposited in the mail or with a Courier as permitted above.
14.11 Anti-Corruption: You agree that neither You, nor any of Your respective officers, employees, agents, representatives, contractors, intermediaries or any other person or entity acting on Your behalf, has taken, been offered, or will take any action, directly or indirectly, in violation of any applicable anti-corruption or anti-bribery laws, in connection with the Terms and the Service(s) provided hereunder, including without limitation any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us at legal@intellolabs.com
14.12 Governing Law: The Terms shall be governed by the laws of India without regard to conflict of laws principles. You hereby expressly agrees to submit to the exclusive jurisdiction of courts at Gurugram, India, for any claims or dispute relating to the Terms or Your access to or use of the Service(s). 
15. Consent to Contact: By using our Services, you hereby provide Intello your consent to usage of your details (name, email addresses, mobile number used for login purposes) for receiving any offers/promotional material/emails from Intello regarding its service offerings. In the event you do not wish to receive such promotional material/offers or do not wish to be contacted by Intello for future or existing service offerings, you may please drop an email on support@intellolabs.com.

16. Definitions:  When used in this Agreement with the initial letters capitalized, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:
16.1 Account:  means any accounts or instances created by or on behalf of You for access to and use of any of the Service(s).
16.2 Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
16.3 API: means the application programming interfaces developed, enabled by, or licensed to Us that permits a User to access certain functionality provided by the Service(s).
16.4 Apps: mean the software applications listed on the Play store/ Market Place which are created, developed, licensed, or owned by third-party developers. The term also includes any updates, upgrades and other changes to such software applications and versions thereof.
16.5 Applicable Data Protection Law(s): shall mean the data protection laws of the country in which Controller is established, including the GDPR, and any data protection laws applicable to Controller in connection with the Agreement.
16.6 Confidential Information: means all information created by the Agreement or disclosed by one Party to the other Party, orally, in writing or electronically, designated as “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of this Agreement, Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (b) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (c) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as shown by the receiving Party’s files and records prior to the time of disclosure; (d) is obtained by the receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (e) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession; or (f) is required by law to be disclosed by the receiving Party, provided that the receiving Party shall, to the extent legally permitted, give the disclosing Party written notice of such requirement prior to disclosing so that the disclosing Party may seek a protective order or other appropriate relief.
16.7 Data Retention Period: means the period of Service Data retention that is calculated from the date of termination of Your Account before its deletion from Service(s) during normal course of business operation.
16.8 Documentation: means any published data sheet provided by Us detailing the functionalities of the Software.
16.9 End User: means any person or entity other than You or Your Users with whom You interacts using the Service(s).
16.10 Free Trial: means the  Service or other products or features made available by us to you on an unpaid trial or free basis 
16.11Market Place: means an online marketplace for Apps that interoperate with the Service(s)..
16.12 Processing/To Process: means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
16.13 Privacy Policy: means Our Privacy Policy at [link to Privacy Policy] as updated from time to time.
16.14 Service Data: means all electronic data, text, messages or other materials, including without limitation Personal Data of Users and End-Users, submitted to the Service(s) by You through Your Account in connection with Your use of the Service(s).
16.15 Service(s): means provision of quality assaying services for select commodities by various enterprises through Intello Track Mobile App and include services defined in the Service Order, if any, and/or any new services that We may introduce as Service(s) to which You may subscribe to and any Updates, modifications or improvements to the Service(s), including individually and collectively, Software, the API and any Documentation, but exclude any Apps or APIs that belong to third parties.
16.16 Service Plan(s): means the pricing plan(s) and the functionality and Services associated therewith for which You subscribe with respect to any User.
16.17 Software: means software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Service(s) and includes Mobile Application(s), but excludes any Apps or APIs that belong to third parties.
16.18 Subscription Term: means the period during which You have agreed to subscribe to the Service(s) with respect to any individual User.
16.19 Supplemental Terms: means the Service(s) - specific terms found here, additionally applicable to You when You enable, access, or use such Service.
16.20 User: means an individual who is authorized by You to use the Service(s) including an Account administrator, employees, consultants, contractors, Your agents, and third parties with which You transacts business.
16.21 App: means the app for various Service(s) and other app that Service Provider operates.