Term of use

Intelics Cloud Terms of Service 

This Intelics Cloud Terms of Service (the “Agreement”) is entered into between the Customer (also referred to as “you”) and Writer Business Services Private Limited a company incorporated under the Companies Act, 1956 with its registered office at Plot No. 105, Dr. Babasaheb Ambedkar Road, Lalbaug, Mumbai, Maharashtra-400033, and having its principal place of business at ‘WBSPL House’, CTS No.1377/1378, Church Road, Andheri – Kurla Road, Marol, Andheri (East)- 400 059(also referred to as “Writers”, “we”, or “us”). You and Writers shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

Writers operates its proprietary cloud hosting service, Intelics Cloud and including other software solutions layered on top and other network delivered services (collectively the “Services”), including software solutions provided by third parties and availed by you when you subscribe to use the Services.

By clicking the ‘I accept’ button you represent to us that you are authorized to lawfully enter into this Agreement and avail the Services, are not a minor, and have competent authority to represent the Customer for availing the Services under applicable law.

If you are not so authorized, legally competent to contract, or if you disagree with any of the terms of this Agreement, you must not use the Services provided under this Agreement.

1. SCOPE AND GENERAL TERMS

(a) Order Acceptance. You accept the applicable Services and SLAs by ordering, enrolling, using and making a payment (collectively “Subscription”), and Writers shall accept your order, post KYC verification, by enabling access to the Services.

(b) Other Policies. Writers will provide the Services in accordance with this Agreement, including the SLAs, and you may use the Services or integrate the Services with your own products or services, where permitted under the Agreement. Your continued access to and availing the Services is subject to compliance with the Agreement and the Policies.

(c) Continued Acceptance. We reserve the right to add, modify or remove sections from the Agreement at any point in time during the course of the Agreement by providing prior notice. Notwithstanding your initial acceptance of the Agreement, you must continue to accept updated versions of this Agreement as and when you are notified of the same. We reserve the right to immediately suspend the Services or any other software solutions bundled with the Services and offered by Writers, if we do not receive your acceptance.

(d) Term of the Agreement. The term of this Agreement and corresponding Subscription begins on the date Writers informs you that the Services can now be accessed. The Subscription to the Services will renew automatically, unless cancelled, suspended or terminated in accordance with the Privacy Policy.

(e) Third Party Products. Writers may offer third-party products, services or software solutions (“Third Party Products”) that can be used at your election. Writers is merely a reseller of such Third Party Products and does not provide any warranty of nature on the same. Usage of Third-Party Products is governed by separate terms and policies as may be applicable. Linking to or use of such Third-Party Products constitutes your agreement with such terms and policies and the usage will be subject to payment of separate fees and charges as prescribed. Writers is not a party to any third-party agreements, terms and policies, and is not responsible for the Third-Party Products. Your access to Third-Party Products may be discontinued or paused at any time if the third-party discontinues or Writers no longer makes available such Third-Party Products.

(f) Data Privacy. Your Content will be stored in India and shall not be transferred to any region or territory outside India.

(g) Access to Content and Disclosure Obligations. You acknowledge that Writers is an intermediary under the Information Technology Act, 2000 and the rules thereunder. You agree and understand that Writers does not have access to your Content other than in limited circumstances while providing Services or protecting the interests of Writers. You also acknowledge that in accordance with our obligations as an intermediary, to either comply with Applicable Laws, or to comply with a binding court order, we will access the Content or permit authorized law enforcement agencies to access your Content. We may provide you prior notice of a law enforcement request, where it is not unlawful to do so. You agree that the Account Information may be shared by us with any Affiliate, subsidiary, group entity, advisors as a part of our business requirements, or law enforcement agencies to discharge our legal obligations.

(h) Audit. Writers reserves the right to audit your compliance with the Agreement and Policies. The manner for conducting such audit shall be communicated by Writers prior to conducting the audit.

2. ACCOUNT OPENING

(a) To avail the Services, you will be required to create and maintain your distinct user account on the https://www.intelicscloud.com (“User Account”) and select appropriate payment means. You are responsible for ensuring that the information you provide is accurate at the time of creating the User Account and at all times when you avail our Services.

(b) Each User Account will be linked to one email address and the User Account you create is personal to you or your organization. The User Accounts are not transferable or licensable, and sharing of access credentials with a third party in any manner is restricted. You are solely responsible for maintaining confidentiality of the User Account credentials, including the password you create. Please note that we shall be entitled to presume that any person who logs in with your login credentials is you or has been permitted by you to access your User Account. You will therefore be responsible for any actions taken using your login credentials.

(c) You agree that you are solely responsible for all instructions, payments initiated, Services availed, or any action taken from the User Account registered to you, regardless of the actions being authorized or undertaken by you or your employees and agents. Writers and its Affiliates will not be liable for any actions that may have been carried out as a result of any unauthorized access to your User Account.

(d) You are solely responsible to update the details of your User Account on a periodic basis and immediately update the details. We reserve the right to suspend or terminate Services or access to your User Account if we detect any misuse or suspicious activity from the User Account or any breach of this Agreement or Policies.

(e) You will have the option on the Platform to configure your security settings. You are required to take appropriate security and backup measures such as encryption of Content while availing our Services, or any other market standard measures as may be prevalent in your industry or required by your regulators.

(f) You agree that apart from your legal ability and capacity to enter into a valid contract, we have other qualifying criteria that you may need to satisfy to avail our Services.

(g) You further agree and acknowledge that sharing of your User Account with other persons or allowing multiple users who are either outside of your business entity or have not been duly authorized by you to use your User Account (collectively, “Multiple Use”), may cause irreparable harm to us or other Customers of the Platform. You agree to indemnify and hold harmless Writers and its Affiliates, officers, directors, employees and agents, from and against any claims, disputes, demands, proceedings, suits, liabilities, damages, losses, costs, taxes and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defence of claims, proceedings or suits brought by third parties), in any way related to the Multiple Use of your User Account. You further agree that in case of Multiple Use of your User Account or your failure to maintain the security of your User Account, we shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate your User Account without liability to you.

3. CONTENT

(a) You are solely responsible for the Content and you shall be responsible to ensure that your customers also does not upload or transfer any Content that is in violation of Applicable Laws.

(b) You represent, warrant, and agree that the Content shall:

 (i) Not contain information that is grossly harmful, defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, blasphemous, sexually explicit, pornographic, paedophilic, invasive to another’s privacy, harmful to minors/child, racially or ethnically objectionable, disparaging, relating or encouraging money laundering, gambling, or otherwise unlawful in any manner whatever;

 (ii) Not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(iii) Not infringe any permit trademark, copyright or other proprietary rights;

(iv) Not violate any of the Policies;

(v) Not contain software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; and

(vi) Not violate any Applicable Laws and regulations or promote any activities which may violate any Applicable Laws.

(c) You agree and acknowledge that the Services we offer via the Platform Intelics Cloud, and certain ancillary services, and the Content that we host may also contain content collected by you from your End Customers. Accordingly, you are required to ensure that your End Customers also adhere to the requirements to enable you to comply with the Agreement and Policies. you will be solely liable under this Agreement for any breach by your End Customer.

4. FEES, PAYMENT AND TAXES

(a) Service Fees. Your access to the Platform and Services is contingent on paying applicable charges as specified in your Subscription, and your bill will be electronically generated and made available on the Platform. All invoices will be inclusive of taxes.

Unless otherwise specified at the time of Subscription, your failure to make the payment within the timeline stipulated in the invoice will result in your User Account being locked, your access to Services will be suspended and eventually terminated, along with deletion of all data and configuration from the Platform.

5. SUSPENSION OF USER ACCOUNT OR TERMINATION OF SERVICES

(a) We reserve the right to take appropriate actions to safeguard our rights and secure the Platform, including temporarily or permanently suspending your User Account and Services associated with the User Account, if we determine:

(i) Any fraud or misrepresentation at the time of creating the User Account or availing Services;

(ii) Any breach of this Agreement or Policies;

(iii) Non-payment of fees in accordance with the Agreement;

(iv) Any attempted breach of the security and integrity of the Platform directly or indirectly;

(v) Any breach of Applicable Laws that impacts Writers;

(vi) Any bankruptcy, liquidation or insolvency event or other corporate actions with similar resultant impact.

(b) Upon termination or suspension of the User Account and associated Services, you will remain liable for payment of applicable fees and will not be eligible for any service credits under the corresponding SLA.

6. USER OBLIGATIONS

You agree to and covenant to ensure that your end-customers, to the extent applicable, will:

(a) Access and use the Platform and/or the Services in compliance with all Applicable Laws and the Policies;

(b) Conduct business transactions in good faith and with integrity, adequate internal controls and comply with Applicable Laws including anti-corruption and anti- money laundering;

(c) Not use the Services or the Platform to defraud any person or entity;

(d) Not impersonate any person or entity, or misrepresent your Affiliation with any person or entity;

(e) Not directly or indirectly solicit the account information of other users or access or try to access any Account Information which does not belong to you;

(f) Not probe, scan or test the vulnerability of the Platform or any network connected to the Platform and/or Services or breach the security or authentication measures on the Platform or any network connected to the Platform;

(g) Not extract Content from the Platform that does not belong to you;

(h) Not impose an unreasonable or disproportionately large load on Writer’s service infrastructure;

(i) Not attempt to circumvent the regular operation of the Platform, or reduce the fees or consideration that we may derive from the Platform by any means including by creating multiple accounts, redirecting traffic or following other fraudulent or deceptive practices;

(j) Not collect any information through automated means, including but not limited to bots, robots, spiders and scrapers without our prior written permission;

(k) Not reproduce, duplicate, copy, sell, visit, distribute, use or otherwise exploit the Platform;

Not make any statement(s) or comment(s) on the Platform which is/are inaccurate, false, unfair or defamatory to us or other Users or which violates the legal right of others;

(l) Not engage in spamming or phishing activities;

(m) Not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence or give rise to civil liability) or encourage or abet any unlawful activities or use the Platform or Services for cyber terrorism;

(n) Not attempt to copy, reproduce, exploit or expropriate Writers’ various proprietary directories, databases and listings;

(o) Not introduce any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

(p) Not undertake any actions to undermine the integrity of the data, systems or networks used by us in the Platform and/or any other customer or user of the Platform or gain unauthorized access to such data, systems or networks;

(q) Not, and are not, and your director(s), officer(s), controlling party(ies), Affiliates are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities in any of the legal jurisdictions in which any of the foregoing persons or entities are organized or have operations;

(r) Not do anything that threatens the unity, integrity, defence, security or sovereignty of the jurisdiction whose laws you are subject to, friendly relations with foreign states, public order, causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;

(s) Not to engage in any activities that would otherwise create any liability for us or our Affiliates; and

(t) Maintain all necessary hardware and software license that are required for availing the Services.

7. PROPRIETARY RIGHTS AND LICENSE

(a) Writers owns all right, title, and interest in and to the Services, Writers’ Content, and all related technology and intellectual property rights. Subject to the Agreement, Writers hereby grants you a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferrable license to use the Platform and Services solely in connection with your permitted use of the Services during the term of the Agreement.

(b) All intellectual property in the Platform, and in the proprietary material, content and information made available on the Platform including the graphics, images, photographs, logos, trademarks, the appearance, organisation and layout of the Platform and the underlying software code belongs to Writers. Except as expressly provided in this Section 7, you obtain no other rights under the Agreement from Writers or its Affiliates or suppliers to the Services, including any related intellectual property rights. you are restricted from mispresenting or embellishing your relationship with us including by implication that we support, sponsor or endorse any services or products that you offer.

(c) You hereby grant Writers the right to use your corporate name and logo for the purpose of identifying the Customer as Writers’ customer for business promotion and for any co-branding arrangement under any other agreement specifically executed with you.

(d) We agree that other than as specified under this Agreement, we have no rights over your Content. You also consent to the limited access to your Content as specified under the Agreement, to provide you the Services and comply with Applicable Laws.

(e) Where you provide any solicited or unsolicited suggestions to us or our Affiliates, we are entitled to use the suggestions without any restriction. you irrevocably assign to us all rights title and interest in relation to any rights, including intellectual property rights over the suggestions, and waive any residual rights over the same.

8. INDEMNITY

(a) You agree to indemnify and hold harmless Writers and its Affiliates, officers, directors, employees and agents, from and against any claims, disputes, demands, proceedings, suits, liabilities, damages, losses, costs, taxes and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defence of claims, proceedings or suits brought by third parties), in any way related to (i) your access to or use of Platform and Services; (ii) your Content or your products and services; or (iii) your breach of this Agreement or any of the Policies.

(b) You hereby further agree that Writers is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you.

(c) We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defences.

9. DISCLAIMER AND LIMITATION OF LIABILITY

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES PROVIDED THROUGH THE PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WRITERS HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.

(b) WRITERS MAKES NO REPRESENTATIONS OR WARRANTIES ON THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS, TIMELINESS, APPLICABILITY OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE PLATFORM. WRITERS MAKES NO REPRESENATION OR WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED. THE SERVICES ARE NOT DESIGNED OR INTENDED FOR HIGH-RISK USE SCENARIOS WHERE FAILURE OR FAULT OF ANY KIND COULD REASONABLY BE SEEN TO LEAD TO DEATH OR SERIOUS BODILY INJURY, OR TO SEVERE DAMAGE TO TANGIBLE OR INTANGIBLE PROPERTY OR THE ENVIRONMENT.

(c) WRITERS AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY 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. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED (i) THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 2 (TWO) MONTHS BEFORE THE LIABILITY AROSE OR (ii) THE PAYMENT OF SERVICE CREDITS AS PER THE SLA. THE LIMITATIONS IN THIS SECTION 10 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

10. INFORMATION AND PRIVACY POLICY

(a) We reserve the right to store and retain any and all information provided by you including the Services used, User Account details and details of the transactions conducted on the Platform for our business purposes as well as to comply with Applicable Laws.

(b) Any personal information you supply to us when you use the Platform or Services will be used in accordance with our Privacy Policy.

11. CONFIDENTIALITY

(a) Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the party’s business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.

(b) Disclosure Required by Law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party to enable the other party to seek a protective order, unless there is a legal restriction on such a notification.

(c) Residual Information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or any trade secret law, and each party agrees to limit the information it discloses to the other accordingly.

12. THIRD-PARTY LINKS

(a) The Platform may include hyperlinks to various external websites, applications, content, or resources and may also include advertisements (“Third-Party Links”). We have no control over such Third-Party Links present on the Platform, which are provided by persons or entities other than us. you acknowledge and agree that we are not responsible for any collection or disclosure of your information by any external sites, applications, entities or persons thereof. The presence of any Third-Party Links on the Platform cannot be construed as a recommendation, endorsement or solicitation of any material or content present on such Third-Party Links, or any other material on or available through such Third-Party Links.

(b) You further acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the collection and/or disclosure of your information through such Third-Party Links or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, Services, or other materials on, or available through such Third-Party Links. This will include all transactions and information transmitted on such Third-Party Links between you and any third-party sites or applications or resources. All transactions undertaken by you on the Third-Party Links are strictly bipartite. We shall not be liable for any disputes arising from, or in connection with such transactions between you and such third parties.

(c) Such third-party websites, and external applications or resources, accessible using the Third-Party Links may have their own privacy policies governing the collection, storage, retention and disclosure of your information that you may be subject to. We recommend that you exercise reasonable diligence, as you would in traditional offline channels before committing to any transaction or exchange of information, including but not limited to reviewing the third-party website or application’s privacy policy.

(d) You may have the option of integrating the Services with other third-party services, technologies or platforms on your desktop, permitted websites and/or your mobile phone. These integrations may require you to input personal information or access or use personal information. These integrations may: (i) check for updates automatically and transmit your information to their server and/or engine; (ii) send information entered into or accessed by the technology to its server and/or engine; and (iii) be visible to the public if embedded on publicly available webpages (such as social networking webpages), depending upon policies of that website.

13. FORCE MAJEURE

A Party will not be responsible for delays in, or impossibility of, performance under this Agreement to the extent that a Force Majeure Event caused the failure. A Force Majeure Event will not apply to a Party’s indemnification or defense obligations or a Party’s financial obligations under this Agreement. The Impacted Party will promptly notify the other in writing of the occurrence and details of any Force Majeure Event that has caused, or is likely to cause, the Impacted Party to be unable to perform its obligations under this Agreement and will use diligent efforts to resume performance and ensure the effects of such Force Majeure Event are minimized. Failure of the Impacted Party to perform under this Agreement for more than sixty (60) consecutive days due to the occurrence of a Force Majeure Event will, upon twenty-four (24) hours’ written notice to the Impacted Party, represent a ground for termination by the other Party of this Agreement without termination fees or other liability or obligation. Subject to the immediately following sentence, changes in Laws and acts of governmental authority will be considered a Force Majeure Event only to the extent that such changes or acts directly and materially affect the performance by the Impacted Party of its obligations under this Agreement, and such change was not obtained through any more than incidental efforts of the Impacted Party. In the event of change in Laws or act of governmental authority, the Impacted Party will notify the other Party in writing, and both Parties will enter into good faith discussions to identify an alternative means of performance not prevented by such change or act. This section will not apply to any outstanding payment obligations under this Agreement or payment obligations that arise on account of Writers’ continued provisioning of Services under this Agreement, to the extent such payment is not prohibited under any Laws and regular banking operations are in effect.

14. GOVERNING LAW

You agree that this Agreement and all rights and obligations between you and Writers in connection with the access to and use of the Platform, Subscription or the Services shall be governed and construed in accordance with the substantive laws of the Republic of India.

15. JURISDICTION

Any dispute arising out of or in connection with this Agreement, including disputes on the conclusion, the binding effect, amendment and termination, shall be submitted to the exclusive jurisdiction of the courts at Mumbai, India.

16. GENERAL TERMS

Assignment
This Agreement and any rights and licenses granted hereunder, are personal to you and may not be transferred or assigned by you. Any attempted transfer or assignment shall be null and void. Writers will be entitled to freely assign this Agreement, rights, obligations or licenses granted hereunder.

Severability
This Agreement, together with other Policies and any other agreements you may enter into with Writers in connection with the Services, shall constitute the entire agreement between you and Writers. If any provision of this Agreement or any of the Policies is deemed invalid, then the validity, legality and enforceability of the remaining provisions will not be affected and only that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of the Agreement and Policies will remain in full force and effect.

Waiver
Failure or delay in asserting any right of provision under this Agreement or any of the Policies shall not be construed as a waiver by Writers of any of its rights hereunder. A specific waiver of a term in this Agreement or any of the Policies shall not be deemed as a continuing waiver of such term or any other terms.

Relationship between the Parties
Use of the Platform and/or the Services does not create any association, partnership, joint venture or relationship of principal and agent, master and servant or employer and employee between you and Writers.

17. CONTACT US

Please contact us if you have any questions or comments on the Platform, this Agreement and any of the Policies (including all inquiries related to copyright infringement) regarding the Platform.
This document is an electronic record and is generated by a computer system and does not require any physical or digital signatures.

18. DEFINITIONS

(a) “Affiliate” means, with respect to a Person, any Person directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with, such Person through one or more intermediaries. For the purposes of this definition of “Affiliate”, “Control, “Controlled” or “Controlling” shall mean, with respect to any Person, any circumstance in which such Person is controlled by whether whole or in part by any Person by virtue of the latter Person controlling (a) the composition of the board of directors or managers, or (b) owning or controlling a percentage of the outstanding voting securities or interests of such Person, or (c) the power to direct, administer, influence or dictate policies of the other, or (d) otherwise, where all the (a), (b) and (c) as aforesaid is exercised either by matter of fact or operation of law or under any contractual arrangement or otherwise.

(b) “Account Information” means information about the Customer that is either provided to Writers at the time of creating the User Account, updated information in relation to the User Account or information for administration of the User Account, for instance, name, phone number, contact details associated with the Account Information.

(c) “Applicable Laws” or “Laws” means all applicable international, national, and local laws (including regulations and binding judicial law) as amended, extended, repealed and replaced, or re-enacted, and more specifically includes all laws pertaining to data security, protection, privacy, or the processing of Personal Data.

(d) “Claim” means an action, cause of action, suit, or judicial claim brought by any third party (excluding Writers Affiliates).

(e) “Confidential Information” means non-public information that is designated “confidential” or “proprietary” or that a reasonable person should understand is confidential given its content or the circumstances surrounding its disclosure, including the terms of this Agreement. Confidential Information does not include information that: (i) becomes publicly available without a breach of this Agreement; (ii) the receiving Party received lawfully from another source without a confidentiality obligation; (iii) is independently developed without reference to any Confidential Information of the disclosing Party; or (iv) is an unsolicited comment, suggestion or recommendation made by a Party about the other Party’s business, products or services.

(f) “Content” means software (including machine language), data, text, audio, video or images. Content in relation to a Customer shall mean the Content that a Customer or its end user or Users (defined below) transfers to the Platform for processing, storage or hosting in relation to the Services availed through the User Account, and does not include any Account Information.

(g) “Customer” means the Person (defined below) that enters into this Agreement with Writers for the Services and shall always include its authorized representative.

(h) “End Customer” shall mean such users of the Customer or Customer’s Affiliates.

(i) “Force Majeure Event” means an act of God, fire, flood, earthquake, ice storm, or other natural disaster, solar flare, explosion, monsoon, extreme weather condition, national or regional emergency, pandemic, insurrection, embargo, blockade, a governmental authority’s failure to act in a timely fashion, riots or other civil unrest, wars, invasions or hostilities (whether war is declared or not), acts of terrorism or threats of such acts, strikes, lockouts, labor disputes, labor stoppages or slowdowns and similar occurrences, in the case of each of the foregoing, that are beyond the reasonable control of the Party claiming delay or impossibility of performance (the “Impacted Party”). A Force Majeure Event does not include events caused by the negligent or intentional acts or omissions of the Impacted Party. For clarity, a Force Majeure Event does not include interruptions at a given location that can be mitigated by a redundancy in an alternative location.

(j) “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof and its authorised representatives.

(k) “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”). An identifiable natural person is one who can be identified, directly or indirectly, in particular by referencing an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

(l) “Platform” means the Intelics Cloud offering of Writers.

(m) “Policies” shall mean Intelics Cloud Terms of Service Cookie Policy Privacy Policy

(n) “Representative” means the employees, agents, contractors, advisors and consultants (each acting in such respective capacity) of a Party or its Affiliate.

(o) “Services” shall mean each of the services made available on the Platform and more specifically defined in your applicable Subscription.

(p) “Subscription” means the contractual arrangement applicable to your access to Services, in accordance with the conditions specified therein including the pricing structure, validity period, and a description of the applicable features, limitations and entitlement.

(q) “SLA” shall mean the service level agreements offered by Writers with respect to services on the Platform available at Service Level Agreement