Terms of Use
Intellexia Tech Pvt. Ltd. — Terms of Use
Welcome to the www.intellexia.ai Terms of Use. By accessing, browsing, or using the Platform
or any Services provided by Intellexia, you acknowledge that you have read, understood, and
agree to be bound by these Terms of Use. If you do not agree to these Terms in full, you must
immediately discontinue all access to and use of the Platform and the Services.
1. Parties
1.1 This Agreement is entered into between:
1.1.1 Intellexia Tech Pvt. Ltd., an Indian private limited company (“Intellexia”, “Company”,
“We”); and
1.1.2 The subscribing organization or individual identified in the applicable Order Form or
Subscription Agreement (“Customer”, “Subscriber”, “You”).
1.2 Together, the above are the “Parties”.
1.3 The Master Agreement consists of:
(a) these Terms & Conditions;
(b) the applicable Order Form/Subscription Agreement;
(c) any Statement of Work (SOW);
(d) the Privacy Policy.
1.4 In the event of a conflict, the Order Form controls over these Terms.
2. Definitions
2.1 Capitalized terms have the following meanings:
2.1.1 “Authorized Users” — individuals (employees, contractors, agents) authorized by
Customer to use the Software under the Customer’s account.
2.1.2 “Customer Data” — all electronic data, information and materials provided by Customer or
its Authorized Users to the Software.
2.1.3 “Software” — Intellexia’s SaaS applications, APIs, dashboards, models, or any licensed
on-premise components described in the Order Form.
2.1.4 “Subscription Term” — the period specified in the Order Form.
2.1.5 “Confidential Information” — information designated as confidential or that reasonably
should be understood to be confidential.
2.1.6 “DPA” means the Data Processing Agreement, together with the Privacy Policy,
governing the processing of Personal Data under this Agreement.
3. Scope of Agreement
3.1 These Terms govern:
3.1.1 SaaS subscriptions and hosted services;
3.1.2 AI/ML models and APIs, dashboards and developer tooling;
3.1.3 On-premises licensed deployments (where specified);
3.1.4 Support, maintenance, professional services and SOW deliverables; and
3.1.5 Any documentation, integrations and related materials.
3.2 No Customer terms, purchase orders or other documents alter or supplement these Terms
unless expressly agreed in a signed writing by an authorized Intellexia representative.
4. License Grant
4.1 Subject to Customer’s compliance and payment of fees, Intellexia grants Customer, during
the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable (except as
permitted below), revocable license to permit Authorized Users to access and use the Software
solely for Customer’s internal business purposes and in accordance with these Terms and the
applicable documentation.
5. License Restrictions
5.1 Customer will not (and will ensure Authorized Users do not):
5.1.1 Reverse-engineer, decompile, disassemble, decrypt, or otherwise attempt to derive source
code, underlying ideas or algorithms of the Software (except to the extent permitted by law).
5.1.2 Rent, lease, sublicense, sell, distribute, time-share, or otherwise make the Software
available to third parties other than Authorized Users.
5.1.3 Use the Software to benchmark, train, evaluate, or develop competing models or products
(including bulk extraction for training external AI systems).
5.1.4 Remove or alter Intellexia copyright, trademark, or other proprietary notices.
5.1.5 Use the Software in violation of export, sanctions, privacy or other applicable laws.
5.1.6 Use the Software for unlawful, fraudulent, abusive, misleading, malicious or harmful
activities.
5.2 A breach of these restrictions is a material breach and may result in immediate suspension
and termination.
6. Customer Responsibilities
6.1 Customer shall:
6.1.1 Ensure only Authorized Users access the Software and maintain current user lists and
access permissions.
6.1.2 Maintain the security of account credentials and promptly notify Intellexia of any
unauthorized access.
6.1.3 Be responsible for all activity under Customer accounts.
6.1.4 Ensure Customer Data and any inputs do not infringe third-party rights and comply with
applicable laws (including data protection and export control laws).
6.1.5 Obtain all necessary consents and lawful bases to provide Personal Data to Intellexia.
6.1.6 Implement reasonable security, backup and endpoint protection practices on Customer
systems.
6.2 Customer acknowledges and accepts that AI model outputs may be imperfect; Customer is
responsible for validating outputs before reliance or action.
7. Service Level Agreement (SLA) & No Liability
7.1
7.2 No Liability for Failure to Meet Target. Except to the extent that an express remedy
(including financial credits, service-level remedies, or enhanced support) is set forth in a
mutually executed Order Form or a separate Enterprise SLA addendum, Intellexia shall have no
liability for any failure to achieve the availability target, and You shall have no right to claim
damages, refunds, credits, or other remedies from Intellexia in respect of any downtime, service
degradation, loss of data or loss of business arising from such failure. To the maximum extent
permitted by applicable law, You expressly waive any right to recover indirect, incidental,
special, consequential, exemplary or punitive damages (including lost profits, loss of business,
loss of revenue, or loss of goodwill).
7.3 Scheduled Maintenance. Intellexia may schedule maintenance from time to time, which may
be notified in advance or carried out without prior notice where circumstances require.
Maintenance windows, frequency and notification procedures may be set out in the Order Form
or separate SLA addendum for Enterprise customers. Downtime excludes interruptions caused
by Force Majeure, the Customer’s network or systems, failures of third-party providers or
carriers, and security incidents (including DDoS, malware and other malicious acts).
7.4 Exclusions. Availability measurements and any obligations of Intellexia do not apply to
downtime or degraded performance caused by:
(a) force majeure events;
(b) Customer network, systems, environment, configurations or integrations;
(c) outages or limitations of third-party providers or data sources;
(d) abuse, misuse, tampering, or use in a manner not authorized by Intellexia; or
(e) security incidents or failures resulting from Customer’s failure to follow recommended
security practices.
7.5 Enterprise SLAs. For customers covered by an Enterprise Agreement or SLA addendum, the
specific availability metrics, remedies, credits, or on-call support obligations set out in that Order
Form or addendum shall govern and, where specified, may modify the disclaimers and
limitations set out above only to the extent expressly stated in writing.
8. Support & Professional Services
8.1 Standard support includes: email/ticket portal support, product updates, and knowledge-base
access during business hours.
8.2 Enterprise support may include India business-hours availability.
9. Customer Data retention; responsibility and limited exceptions.
9.1 Retention. Intellexia will retain Customer Data uploaded to the Platform on Intellexia’s
servers for a period of fifteen (15) days from the date of upload (the “Retention Period”). Upon
expiration of the Retention Period, Intellexia shall delete such Customer Data from its active
production systems.
9.2 Backup and legal exceptions. Notwithstanding the foregoing, Intellexia may retain copies
of Customer Data in encrypted backups, logs or archival storage for a commercially reasonable
period solely (i) to comply with applicable law, legal process or regulatory obligations, (ii) to
investigate or remediate security incidents, or (iii) to exercise its rights under this Agreement;
provided that any such retained copies shall remain subject to the confidentiality and security
obligations set forth in this Agreement and the DPA (if applicable).
9.3 Customer responsibility; disclaimer. Customer acknowledges and agrees that Customer is
solely responsible for: (i) the content, accuracy and lawfulness of all Customer Data uploaded or
submitted to the Platform; and (ii) obtaining all necessary consents, authorizations and lawful
bases required by applicable law to transfer and process such Customer Data. Except to the
extent caused by Intellexia’s gross negligence or willful misconduct, Intellexia shall have no
liability arising from Customer Data (including any loss, disclosure, corruption or misuse of such
data).
9.4 Sensitive or regulated data. Customer shall not upload or submit Sensitive Personal Data or
regulated data (including special category personal data, payment card data, health data,
biometric data or similarly protected data) to the Platform without Intellexia’s prior written
consent and execution of any additional contractual terms, safeguards or technical controls that
Intellexia reasonably requires. Customer shall conduct its own due diligence and risk
assessment prior to providing any sensitive data to the Platform.
10. Data Ownership, Retention & Export
10.1 Customer retains all right, title and interest in and to Customer Data.
10.2 Intellexia retains ownership of Platform-generated data, aggregated or anonymized
analytics, platform metadata, and any improvements, models or other derivatives that are
produced in a manner that does not identify the Customer.
10.3 Unless contractually restricted, Intellexia may use aggregated and anonymized data to train
or improve its AI models and other services.
11. Security Practices
11.1 Intellexia Security Obligations. Intellexia shall maintain and operate administrative,
technical and physical safeguards designed to protect the confidentiality, integrity and
availability of Customer Data. Such safeguards shall be consistent with industry standards.
11.2 Sub processors and Third Parties. Intellexia shall require any subcontractor or third party
that processes Customer Data on Intellexia’s behalf to maintain security measures that are no less
protective than those required of Intellexia under this Agreement.
11.3 Customer Security Obligations. Customer shall implement and maintain reasonable
administrative, technical and physical security measures on its systems and networks, including
(without limitation) patch management, access controls, secure password and credential
management, and employee security awareness training.
11.4 Cooperation and Incident Response. In the event of a security incident affecting Customer
Data, Intellexia and Customer shall cooperate in good faith and take commercially reasonable
steps to investigate, mitigate and remediate the incident. Intellexia shall notify Customer without
undue delay in accordance with the Incident Notification provisions of this Agreement.
12. Third-Party Integrations & Open Source
12.1 The Software may integrate with third-party services (APIs, data providers). Intellexia is not
responsible for third-party availability, privacy or security practices. Customer’s use of third-
party services is subject to the third party’s terms.
13. Fees, Billing & Taxes
13.1 Fees, payment terms, billing cycle and renewal terms are set out in the Order Form. Fees are
non-refundable unless expressly stated.
13.2 Customer is responsible for applicable taxes, duties, withholdings and levies (except taxes
on Intellexia’s net income).
13.3 Late payments overdue by >15 days may incur interest and/or service suspension. Intellexia
may suspend access until payment, and recover collection costs.
14. Confidentiality
14.1 Each Party shall keep the other’s Confidential Information strictly confidential and use it
only to perform under this Agreement.
14.2 Confidentiality obligations survive termination for five (5) years, except for trade secrets
which will remain protected for as long as they qualify as trade secrets.
15. Intellectual Property
15.1 Intellexia (and its licensors) shall retain all right, title and interest in and to its pre-existing
and independently developed intellectual property and proprietary materials, including but not
limited to:
15.1.1 source code;
15.1.2 algorithms;
15.1.3 AI models and model weights;
15.1.4 engineering frameworks and development tools;
15.1.5 documentation;
15.1.6 design assets;
15.1.7 training corpora and datasets;
15.1.8 backend systems and infrastructure.
15.2 Such rights include all modifications, improvements, updates, enhancements and derivative
works thereof, whether or not patentable or copyrightable. Customer receives only the limited
rights expressly granted in this Agreement.
15.3 Customer owns all right, title and interest in Customer Data uploaded or generated in
connection with the Services.
15.4 No ownership rights are transferred by this Agreement except as expressly set out. If
Customer supplies feedback, Intellexia may use such feedback to improve the Software without
obligation.
16. Warranty & Disclaimer
16.1 Intellexia warrants that it will provide the Software materially in accordance with the
documentation and that it has the right to grant the license.
16.2 EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED “AS IS” AND
INTELLEXIA DISCLAIMS ALL OTHER WARRANTIES—EXPRESS OR IMPLIED—TO
THE MAXIMUM EXTENT PERMITTED BY LAW, INCLUDING IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND
NON-INFRINGEMENT.
16.3 Intellexia does not warrant uninterrupted or error-free operation nor the accuracy of AI
outputs.
17. Indemnification
17.1 Intellexia will defend and indemnify Customer against third-party claims that the Software,
as delivered, infringes a third party’s patent, copyright or trademark (subject to conditions).
Intellexia’s obligations may include procuring rights, modifying or replacing the Software, or
terminating the license and providing a prorated refund.
17.2 Customer will defend and indemnify Intellexia for claims arising from:
(a) Customer Data;
(b) Customer’s misuse of the Software;
(c) Customer’s breach of law or violation of third-party rights; or
(d) Customer’s failure to obtain necessary consents.
17.3 Indemnified Party will promptly notify the Indemnifier and cooperate in the defense.
18. Limitation of Liability
18.1 To the maximum extent permitted by law:
18.1.1 Intellexia’s aggregate liability for any claim arising out of or relating to this Agreement is
capped at the total subscription fees actually paid by Customer in the 12 months preceding the
claim (or, if the claim arises within the first 12 months, the fees paid to date).
18.1.2 INTELLEXIA SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST
PROFITS, LOST BUSINESS OR LOSS OF DATA), EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
18.1.3 Notwithstanding any termination or expiration of this Agreement, the obligations and
rights set forth in the provisions relating to confidentiality, payment, intellectual property,
indemnification, limitation of liability and any other provisions which by their nature are
intended to survive, shall survive such termination or expiration.
19. Term, Renewal & Termination
19.1 This Agreement commences on the Effective Date in the Order Form and continues for the
Subscription Term. Unless otherwise stated, the Agreement automatically renews for successive
periods equal to the then-current term unless either party provides written non-renewal notice at
least 45 days prior to renewal.
19.2 Either party may terminate for material breach if the breach is not cured within 30 days after
written notice.
19.3 On termination, Intellexia will revoke access; Customer may export Customer Data within
30 days. Intellexia may delete Customer Data thereafter subject to legal retention obligations.
19.4 Intellexia may terminate this agreement and your license immediately if you breach any
term herein. On termination you must cease use and destroy all copies.
20. Updates & Patches
20.1 Intellexia may provide updates, patches and upgrades that you must accept and install to
continue using the Software. Some updates may be mandatory.
21. Audit & Compliance
21.1 Upon reasonable notice and subject to confidentiality, Intellexia may audit Customer’s use
of the Software to ensure compliance with license terms.
21.2 Customer shall cooperate with reasonable requests related to regulatory compliance.
22. Dispute Resolution & Governing Law
22.1 Internal Resolution Requirement. Before initiating any formal dispute resolution
proceedings, customer or user shall first attempt to resolve the Dispute by writing to Intellexia
and to all persons representing Intellexia at the designated contact details provided on the
Platform. Your written notice must contain a detailed description of the Dispute. Intellexia shall
have a reasonable period of ninety (90) days from receipt of such notice to respond and attempt
to resolve the Dispute. Failure to exhaust this internal resolution process shall bar customer or
user from approaching any court, authority, mediation centre, or arbitration forum for resolution
of the Dispute.
22.2 Mediation / Arbitration (India and Global Customers).
22.2.1 General Rule. Any dispute, controversy, or claim arising out of or relating to this
Agreement, including its construction, interpretation, scope, operation, effect, or validity
(“Dispute”), shall first be attempted to be resolved through mediation or arbitration, as Intellexia
deems appropriate.
22.2.2 Administration. The mediation or arbitration shall be administered by an independent
mediation institution, mediation centre, or online dispute resolution (ODR) platform selected by
Intellexia and conducted in accordance with the rules of such institution or platform. Intellexia
reserves the right to appoint the mediator or arbitrator.
22.2.3 Global Customers. For customers outside India, dispute resolution may be conducted
through international arbitration or online dispute resolution (ODR) platforms recognised
globally, as determined by Intellexia. The procedure, seat, venue, governing rules, and language
of such arbitration or ODR proceedings shall be specified by Intellexia at the time the dispute
arises.
22.3 Failure to Resolve; Courts. If the Dispute is not resolved through mediation or arbitration
within three (3) months from the commencement of such process, either Party may seek legal
recourse. For disputes not subject to arbitration, the Parties submit to the exclusive jurisdiction of
the courts located in Delhi, India.
22.4 Costs. You agree to bear all legal expenses and other costs you incur in the process of
resolving any Dispute, and you will not seek reimbursement of such expenses from Intellexia at
any stage.
22.5 Governing Law. This Agreement, and any Dispute arising out of or relating to it, shall be
governed by and construed in accordance with the laws of India.
23. Changes to Terms
23.1 Intellexia may revise these Terms from time to time. Updated Terms will be posted at
www.intellexia.ai/legal/terms (or other notified location) with the “Last updated” date.
23.2 Continued use after posting constitutes acceptance of the updated Terms.
24. Severability; Entire Agreement; Waiver
24.1 If any provision is invalid or unenforceable it will be severed and the remainder
enforceable.
24.2 This Agreement, the Order Form, SOWs and the DPA (if any) constitute the entire
agreement.
24.3 No failure or delay in exercising a right is a waiver.
25. Notices & Electronic Communications
25.1 Notices required under this Agreement shall be sent to the addresses in the Order Form or to
admin@intellexia.ai
25.2 You consent to receive electronic communications (email, messaging) for transactional and
marketing purposes in accordance with applicable law.
26. Contact
Intellexia Tech Pvt. Ltd.
Email: admin@intellexia.ai