Terms of Service

Please read these Terms of Service (the “Terms”) carefully. They govern your access to and use of the Purple Fabric platform after logging into your Purple Fabric Account (as defined below) and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (collectively, the “Service”). Your use of our Service automatically constitutes your acceptance of these Terms.

Intellect Design Arena Limited is a company registered under the laws of India, and in these Terms, we will refer to ourselves as “Intellect”, “we” or “us”.

“You” or “Your” means you or the entity that you represent in accepting these Terms. You represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of such employer or entity.

The Terms, including any exhibits or attachments referenced hereto, and each accepted Order Form (as defined below) referenced hereto or subsequently signed by Intellect and Customer (as defined below), all of which are incorporated by this reference (this “Agreement”).

This Agreement is effective upon the date you first access or use the Services (“Effective Date”) and continues until you or Intellect terminates it (this period, the “Term”). Please read these Terms carefully before using the Services.

1.Definitions

1. “Intellect” means Intellect Design Arena Limited, a company registered under the laws of India.
2. “Service(s)” means the website service of the product Purple Fabric provided by Intellect and made available to you. The Service is provided “as is” without any express or implied warranties.
3. “Purple Fabric” or “PF” means SaaS software developed by Intellect.
4. “Customer” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, such company or legal entity and its Affiliates (for so long as they remain Affiliates) that have registered for PF Services.
5. “Account Information” means information about your PF Account and information that you and your users provide to Purple Fabric in connection with (i) the creation or administration of your PF Account; or (ii) Purple Fabric’s maintenance of your PF Account or the Service. For example, Account Information includes names, usernames, passwords, email addresses, and billing information.
6. “Trial Service” means a feature, functionality, service, or product offered by Intellect to Customer for trial or evaluation purposes prior to its general availability. Any feature designated as “early access,” “preview,” “pilot,” or similar is notice of Trial Service status.
7. “Third-Party Services” means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Service.
8. “Affiliate” means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.
9. “Documentation” means Purple Fabric-provided user documentation relating to the Service found in our help center, as may be updated by Intellect from time to time. Documentation does not include any content published on any other site, community, or page.
10. “Feedback” means feedback, comments, ideas, proposals, and suggestions for improvements, along with associated context, whether regarding the Service, a Trial Service, or any other products, services, or business of Intellect.
11. “Fees” mean the fees applicable to your use of the Service, as set forth in an Intellect order form or other written agreement between Intellect and you or as provided under Intellect’s pricing page.
12. “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the Service, whether domestic or foreign.
13. “Subscription Term” means the period during which you have agreed to subscribe to the Service.
14. “Content” means any data, information, or material created, uploaded, shared, or stored by the user through the Service, including AI Applications created by the user through Purple Fabric, whether such application is provided in the form of an API or accessible via a link.
15. “AI Application” means a software capability built by the user through the Service provided by Intellect, incorporating artificial intelligence, machine learning, or similar technologies i.e., digital experts agents and enterprise knowledge garden.
16. “Customer Data” means, other than Aggregated Statistics (as defined below in Section 2.1.10), information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any of your authorized user through the Services.
17. “PF Account” means the account created by you on the PF Services.

2.Services and Support

2.1 Service
2.1.1 Intellect (and its Affiliates, as applicable) will make the Services available to you, including those described in the applicable Order Form.
2.1.2 You may use your PF Account and the Service only (i) for lawful purposes; and (ii) in accordance with these Terms and the Documentation.
2.1.3 You should not use or access the Service in violation of this Agreement. Further, you will not and will not permit anyone else to: (i) reverse engineer, decompile or seek to access the source code of the Service, except to the extent these restrictions are prohibited by law and then only upon advance notice to Intellect; (ii) copy, modify, create derivative works of or remove proprietary notices from the Service; (iii) conduct security or vulnerability tests of the Service, interfere with its operation or circumvent its access restrictions; (iv) use the Service to develop a product or Service competitive to PF; or (v) otherwise use the Service outside of the scope of the rights expressly granted herein.
2.1.4 You acknowledge that (i) you are exclusively responsible for and control the content and distribution of any applications made or initiated to any person or entity in connection with your use of the Service; and (ii) any such application are made or initiated only as a result of your actions. You further warrant that all applications made or initiated in connection with your use of the Service comply with all applicable laws and regulations, before you make or initiate any application through the Service.
2.1.5 You hereby represent, warrant, and covenant that: (i) you understand and acknowledge that components of the Service may be subject to export, re-export, and import restrictions under applicable law and (ii) you will not use the Service in a manner that violates applicable law.
2.1.6 You understand and agree that any information obtained through using PF is at your sole risk. Do not rely on factual assertions in output without independent fact-checking. Do not rely on designs, workflows/processes, or code in output without independent review of functionality and suitability for your needs. No such information, suggestions, or output obtained by you from PF or through PF shall create any warranty not expressly made herein.
2.1.7 You may not use PF: (1) to mislead any person that output from the Service was solely human-generated; (2) in a manner that violates any technical documentation, usage guidelines, or parameters; (3) to make automated decisions that may have a detrimental impact on individual rights without appropriate human supervision; or (4) in a manner that infringes, violates, or misappropriates any of our rights or the rights of any third party.
2.1.8 We reserve the right, but do not undertake the obligation, to monitor the Service, investigate, and take appropriate action against any party that uses the Service in violation of applicable law or these Terms, including but not limited to, the right to remove, or delete any Customer Data. We will use reasonable efforts to provide you with advance notice of removals and suspensions when practicable, but if we determine that your actions could endanger the operation of the Service or other users, we may suspend your access or remove your Customer Data immediately without notice. We have no liability to you for accepting, removing, or deleting your Customer Data.
2.1.9 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Intellect may monitor Customer’s use of the Service and collect and compile data and information related to Customer’s use of the Service to be used by Intellect in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between Intellect and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Intellect. You acknowledge that Intellect may compile Aggregated Statistics based on Customer Data input into the Services. You agree that Intellect may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

2.2 Access to Service
2.2.1 In order to access and use the Services, you must create a username and password and provide us with the information required during the registration process. You must provide complete and accurate information during the registration process and agree to update your information to ensure its accuracy. You are responsible for (a) always ensuring the security of your account credentials, and (b) not disclosing your account credentials to anyone else or allowing anyone else to access your account at any time. If you believe that someone has accessed your account without authorization or if your Account Information is lost or stolen, you must contact us immediately. Upon your proper registration and subject to these Terms, Intellect will make the Service available during the applicable Term.
2.2.2 To set up and use your PF Account, you may either (i) create a user ID and password to access your account; or (ii) use Third-Party Login credentials from a supported third-party site. You are responsible for maintaining the confidentiality of your PF Account credentials. You agree to immediately notify Intellect of any suspected or actual unauthorized use of your PF Account. You agree that you will be responsible and liable for all uses of the Service under your PF Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms. You further agree that Intellect will not be liable for any cost, loss, damages, or expenses arising out of a failure by you to maintain the security of your Intellect Account or your third-party login credentials.
2.2.3 If you sign an agreement on behalf of an entity, the entity has management control over all applications related to that organization. You or the entity are solely responsible for your application and all content published under it.
2.2.4 When using our Services, you are responsible for the security of the application you create. Although we may provide tools to help you maintain the security of your application, we cannot guarantee the effectiveness of these tools. You are responsible for all content published under your user account, even if you did not publish the content. We are not responsible for any losses or damages caused by your failure to protect your application.

2.3 Service Modifications and Updates
Intellect reserves the right to modify the Services and the PF platform at any time. These modifications may include, but are not limited to, adding, removing, or altering functionality, or imposing new conditions on the use of the Services. The Customer acknowledges that such modifications or the deployment of updates may result in scheduled or unscheduled downtimes. Intellect is under no obligation to provide any specific updates, enhancements, or new releases. However, Intellect will provide Customer with reasonable notice of any material adverse changes to, deprecations of, or removal of functionality from the Services or PF that Customer is actively using.

2.4 Trial Services
From time to time, Intellect may make available Trial Services. The Customer may choose to use or decline such Trial Services. Trial Services are provided solely for Customer’s internal evaluation and testing purposes. If Customer elects to use Trial Services, Customer agrees to provide feedback regarding utility and functionality as reasonably requested by Intellect. Trial Services are distinct from the Services defined under this Agreement; they may not be supported, may be subject to separate availability constraints, and generally will not be subject to the Service Level Agreements (SLAs) applicable to the standard Services. Intellect may discontinue Trial Services at any time and is under no obligation to make them generally available. Trial Services are provided on an “AS IS” basis without express or implied warranty or indemnity of any kind. Intellect will have no liability for, and Customer hereby releases Intellect from, any liability, damage, or claim arising out of or in connection with the use of any Trial Services.

2.5 Third-Party Services
The Service may contain, or otherwise enable, links to and integrations with Third-Party Services, whether located within the Service or on separate Third-Party Service websites that connect back to the Service. These Third-Party Services are provided for your convenience only and Intellect does not approve, endorse, or recommend any Third-Party Services (or any products or other services associated therewith) to you. Your access and use of any Third-Party Service is at your own risk, and Intellect is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made by, on, or through such Third-Party Services. Intellect disclaims all responsibility and liability for your use of any Third-Party Service. Third-Party Services are not governed by this Agreement or Intellect’s Privacy Policy.Your use of any Third-Party Services, including those integrated with PF from time to time, is subject to the terms of use and privacy policies (if any) of such Third-Party Services. You acknowledge and agree that your Account Information regarding your use of a Third-Party Services integration through your PF Account may be shared with that Third-Party Services. Pursuant to your configuration and usage of the Service, Customer Data will be transmitted to and from your PF Account to one or more Third-Party Service(s) you’ve linked with your Account. We may also share your Customer Data with a specific Third-Party Services that you linked to your PF Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Services.
2.6 Support
Intellect will provide you with support to resolve general issues relating to your PF Account and your use of the Services through resources and documentation that Intellect makes available on its website and in the Documentation. Intellect is not obligated to provide support to your customers.

3. Fees and Payment

3.1 Services Fees
3.1.1 The Fees and the corresponding payment terms are as set forth in an applicable Order Form or other written agreement as agreed mutually between you and Intellect.
3.1.2 Some Service features may only be accessed and used after payment of applicable Fees. Except as expressly stated under a separate written agreement between you and Intellect or as required by applicable law, Fees paid are non-refundable, and payment obligations are non-cancellable. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES.
3.2 Taxes
Fees are exclusive of Taxes, levies, or duties. You are responsible for any Taxes other than Intellect’s income tax. If Intellect has the legal obligation to pay or collect Taxes for which you are responsible under this section, Intellect will invoice you, and you will pay that amount unless you provide Intellect with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. Privacy and Data Use

4.1 Privacy Policies
Intellect’s privacy policy made available on the PF Service explains how and for what purposes PF collects, uses, retains, discloses and safeguards the personal data you provide to Intellect.

4.2 Disclosures
When you provide personal data to Intellect, or authorize Intellect to collect personal data, you must provide all necessary notices to, and obtain all necessary rights and consents from, the applicable individuals (including your customers) sufficient to enable Intellect to lawfully collect, use, retain and disclose the personal data in the ways this Agreement and Intellect’s privacy policy describe. You will determine the content of the notices you provide to your customers.

4.3 Customer Data and the Service
You retain ownership of your Customer Data, including Customer Data from your accounts with Third-Party Services that are transmitted, processed, and/or stored in the Service. By transmitting, processing, and/or storing Customer Data in the Service, you hereby grant Intellect a worldwide, non-exclusive, and limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display Customer Data and to access your PF Account, as reasonably necessary: (i) to provide, maintain, operate, improve, and update the Service; (ii) to prevent or address service, security, support, or technical issues; and (iii) as required by law.

You shall be solely responsible for the accuracy, quality, content, and legality of Customer Data, and any actions triggered by Customer Data. You represent and warrant that: (i) you have obtained all necessary rights, releases, and permissions to transmit Customer Data through the Service and for any actions triggered by Customer Data on the Service, and to otherwise use, process, and/or store Customer Data on the Service used or stored; and (ii) Customer Data, and its transmission, processing, storage, and use as you authorize in these Terms or through your PF Account will not violate any laws or regulations, these Terms, or the terms of any applicable Third-Party Services.

5. Proprietary Rights and Improving the Service

5.1 The Service is made available on a limited access basis, and no ownership rights are conveyed to you. Notwithstanding anything to the contrary in these Terms, we and our licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components and all derivative works to the Service. All our rights not expressly granted under these Terms are hereby retained.
5.2 Purple Fabric logo and all Intellect product names are trademarks and/or service marks of Intellect and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms shall be construed as granting any license or right to use any Intellect or third-party trademark without the applicable prior written consent of Intellect or the owner of the third-party trademark. You hereby grant Intellect the right to identify you as a customer of Intellect and to use your logos and/or trademarks for that purpose.

6. Disclaimer and Limitations on Liability

The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.

6.1 Disclaimer
6.1.1 Intellect provides the Services and PF on an “AS IS” and “AS AVAILABLE” basis. Except as expressly stated as a “warranty” in this Agreement, and to the maximum extent permitted by Law, Intellect does not make any, and expressly disclaims all, express and implied warranties and statutory guarantees with respect to its performance under this Agreement, the Services, the PF, PF data and the Documentation, including as related to availability, the implied warranties of fitness for a particular purpose, merchantability and non-infringement, and the implied warranties arising out of any course of dealing, course of performance or usage in trade. Intellect is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to hacking, tampering, or other unauthorized access or use of the Services, your PF Account, or your PF Account’s Customer Data, or your failure to use or implement anti-fraud or data security measures. Further, Intellect is not liable for any losses, damages, or costs that you or others may suffer arising out of or relating to (a) your access to, or use of, the Services in a way that is inconsistent with this Agreement or the Documentation; (b) unauthorized access to servers or infrastructure, or to Intellect data or protected data; (c) Service interruptions or stoppages; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Service;(e) errors, inaccuracies, omissions or losses in or to any protected data or PF data; (f) Content; or (g) your or another party’s defamatory, offensive, fraudulent, or illegal conduct.
6.1.2 The Services is not intended to process personal information, and the Customer agrees to not include any personal information in the input and Intellect shall not be liable for any breach of this obligation.
6.1.3 AI Output Limitations and VerificationOutput generated by the Services (content, insights, analysis) is machine-generated and intended for informational purposes only. Intellect provides NO WARRANTIES on its accuracy, completeness, reliability or fitness for use; output may contain errors or “hallucinations.” You must independently verify all critical information before making decisions.
2. Risk, Responsibility, and LiabilityOutput generated by the Services is not professional advice (e.g., legal, financial). Users assume all risk and are solely responsible for its application and ensuring it avoids third-party intellectual property infringement. Intellect and its affiliates are not liable for any damages (direct, indirect, or consequential) resulting from the use or inability to use this output.

6.2 Limitations on Liability
6.2.1 Indirect Damages. To the maximum extent permitted by Law, Intellect will not be liable to you or your Affiliates in relation to this Agreement or the Service during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for any lost profits, personal injury, property damage, loss of data, business interruption, indirect, incidental, consequential, exemplary, special, reliance, or punitive damages, even if these losses, damages, or costs are foreseeable, and whether or not you or Intellect have been advised of their possibility.
6.2.2 General Damages. To the maximum extent permitted by Law, Intellect will not be liable to you or your Affiliates in relation to this Agreement or the Services during and after the Term, whether in contract, negligence, strict liability, tort or other legal or equitable theory, for losses, damages, or costs exceeding in the aggregate the total amount of Fees you paid to Intellect during the 3-month period immediately preceding the event giving rise to the liability.
6.2.3 Applicability. The parties agree that the waivers and limitations specified in this Section 6 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

7. Termination

7.1 Termination
7.1.1 Your Termination. You may terminate this Agreement at any time by writing to us at purplefabric.support@intellectdesign.com. Upon such request, your access to the Services will cease immediately, and we will process the erasure of your personal data in accordance with our Privacy Policy, subject to any statutory data retention obligations. This includes requesting the deletion of your PF account via email. If you request account deletion via email, we will use the email address associated with the account as the target for deletion. If you use the Services again after termination, this Agreement will reapply, with the effective date being the first day you use the Services again. For the avoidance of doubt, the following actions do not constitute termination of your PF account: (i) requesting cancellation of your PF account via chat or phone; (ii) revoking or suspending any form of payment provided to Intellect for paying your PF account fees; or (iii) any cancellation or termination confirmation from any party other than Intellect.
7.1.2 Intellect Termination. Intellect reserves the right to terminate this Agreement (or any part) or close or suspend your PF Account at any time for any or no reason (including if any event occurs as listed in Sections 7.2(a)–(g) of this Terms) upon notice to you. In addition, Intellect reserves the right to terminate this Agreement (or relevant part) for cause if Intellect exercises its right to suspend Services (including under Section 8.2 of this Terms) and does not reinstate the suspended Services within 30 days.
7.1.3 Termination for Material Breach. A party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and if capable of cure, does not cure the breach within 10 days after receiving notice specifying the breach. If the material breach affects only certain Services, the non-breaching party may choose to terminate only the affected Services.
7.1.4 Effect of Termination. Once you delete your PF Account, neither your PF Account nor your Customer Data can be restored or recovered in any way. If you do not log in to the PF Account for a period of six (6) consecutive months, Intellect may designate the PF Account as “inactive.” If such period extends for eighteen (18) or more consecutive months, Intellect reserves the right to permanently delete the PF Account and all data associated with it without further obligation to store or maintain such data. All sections of these Terms which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.
7.1.5 Effect on Other Agreements. Unless stated to the contrary, termination of this Agreement will not affect any other agreement between the parties or their Affiliates.

7.2 Suspension
Intellect may immediately suspend providing any or all Services to you, and your access to the PF, if:
(a) Intellect believes it will violate any law or governmental authority requirement;
(b) a governmental authority requires or directs Intellect to do so;
(c) you do not update in a timely manner your implementation of the Services or PF to the latest production version Intellect recommends or requires;
(d) you do not respond in a timely manner to Intellect’s request for Account Information or do not provide Intellect adequate time to verify and process updated Account Information;
(e) you breach this Agreement or any other agreement between the parties;
(f) Intellect believes that you are engaged in a business, trading practice or other activity that presents an unacceptable risk to Intellect; or
(g) Intellect believes that your use of the Services (i) is or may be harmful to Intellect or any third party; (ii) degrades, or may degrade, the security, stability or reliability of the PF services, PF or any third party’s system (e.g., your involvement in a distributed denial of service attack) (iii) enables or facilitates, or may enable or facilitate, illegal or prohibited transactions; (iv) is or may be unlawful.

8. Confidential Information

8.1 Each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the Service. Confidential Information is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, as well as non-public business, product, product roadmap, technology, and marketing information. If something is labeled “Confidential”, that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
8.2 The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, and contractors who need to know such information in connection with the Service, provided, they are bound to confidentiality obligations at least as restrictive as those in these Terms; and (ii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Service and these Terms. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in these Terms.
8.3 The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

9. Global Availability

Intellect operates and controls the [enter link] from its office located in Chennai, India. If you use Purple Fabric from jurisdictions outside of India, you are responsible for ensuring compliance with all applicable local laws and regulations in respective jurisdictions. Intellect expressly disclaims any representation or warranty regarding the global appropriateness, availability, or legality of its products and services.

10. Force Majeure and Disclaimer

You understand and agree that in the process of using this Service, you may encounter the following situations that may cause service interruptions. In any of the following situations, Intellect will be exempt from liability for any losses incurred to you:

a. Force majeure, including but not limited to natural disasters, government actions, policy adjustments or promulgation of laws or regulations, strikes, riots and other unforeseeable, unavoidable and insurmountable objective conditions;
b. Limitations caused by the development level and operational strategy of the LLM (Large Language Model) technology provider, or losses caused by changes and adjustments of the technology provider;
c. The behavior or negligence of the basic operator, including but not limited to technical adjustments of the telecommunications department, damage to telecommunications or power lines by others, and installation, modification and maintenance of telecommunications networks or power resources by telecommunications or power departments;
d. Network security incidents, such as computer viruses, Trojan horses or other malicious programs, or hacker attacks;
e. Your improper operation or failure of your computer software, system, hardware and communication lines;
f. Service interruption caused by occasional blocking of the operator’s backbone path, or during server configuration or user program installation when the access speed is reduced;
g. Service interruption caused by measures taken in accordance with regulatory requirements of the competent authority, such as prohibitions or similar notices issued by the competent authority involving your account, service or equipment;
h. Other situations that Intellect cannot intentionally cause, control or reasonably foresee.

In the event of any force majeure events mentioned above, the obligations of both parties under these Terms shall be suspended within the scope and duration of the force majeure events. Neither party shall be liable for such force majeure events. The party claiming force majeure shall notify the other party of the force majeure event within fifteen (15) days after the occurrence of the force majeure event, and shall provide the other party with written proof of the confirmed force majeure event. Relevant departments shall make efforts to minimize the impact of force majeure events. In the event of force majeure events, both parties shall immediately consult to resolve the issue.

In any case, force majeure events will not exempt you from your payment obligations.

11. Applicable Law and Dispute Resolution

11.1 These Terms will be governed by and construed in accordance with the laws of India, without reference to its conflict of laws principles.
11.2 If any dispute, controversy, difference or claim arising out of or relating to these Terms occurs, any party may notify the other party of such dispute in writing. The parties shall negotiate and seek to resolve such dispute within fourteen (14) business days after the delivery of such notice. If the parties fail to resolve such dispute within the aforesaid period, any party may submit such disputes to the exclusive jurisdiction of a court of competent jurisdiction located in Chennai, India, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

12. Notices

12.1 Intellect Notice to You: Intellect may provide you with notices through [Insert Link] or by electronic mail to your email address on record in your PF Account. You are responsible for ensuring that your contact information is both current and accurate in your PF Account.
12.2 Your Notice to Intellect: If you have a dispute with Intellect, wish to provide a notice under these Terms, or become subject to insolvency or other similar legal proceedings, you must promptly send written notice to No. 244, Anna Salai, Chennai – 600006 addressed to the Group Chief Legal Officer.

13. Miscellaneous

13.1 You acknowledge and agree that you may not bring any claim against Intellect as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against Intellect.
13.2 Neither party may assign or delegate any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party’s consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
13.3 Intellect reserves the right to revise these Terms from time to time by posting a modified version of the Terms including their effective date. If Intellect makes material changes to the Terms, we will provide you with reasonable notice prior to the new Terms taking effect. By continuing to access or use the Service after the posting of any modified Terms, you agree to be bound by such modified Terms.
13.4 If any provision of these Terms is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under these Terms.
13.5 These Terms do not create any right in favor of any third party.
13.6 These Terms and the policies or terms expressly referenced and incorporated into these Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in (i) the form of purchase order; (ii) vendor registration form or registration portal; or (iii) other document used by you to place orders or otherwise effect transactions hereunder (excluding as applicable an Intellect order form), which such terms are hereby rejected and shall not be considered an amendment to these Terms. These Terms supersede all prior or contemporaneous discussions, proposals, and agreements between you and Intellect relating to the subject matter hereof.
13.7 Intellect shall have the right to verify the usage and access of the Services by you at any time. You must cooperate with Intellect for all requests for information including providing reasonable access to relevant records, documentation, and personnel as necessary to substantiate compliance. Intellect reserves the right to monitor your electronic usage of the Service. If any audit or monitoring reveals unauthorized or excess usage, you must immediately purchase additional subscriptions or capacity to cover the full extent of the excess use, calculated retroactively at Intellect’s current standard rates to the date the unauthorized use began. You must also pay the total underpaid fees, plus applicable interest on the outstanding balance, and reimburse Intellect for the reasonable internal and external costs incurred in conducting the audit.

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