AGREEMENT ON PROVISION OF SEARCH ENGINE SERVICES

(hereinafter referred to as the “Agreement”) entered into by and between these

CONTRACTUAL PARTIES:
Kleissner Investments s.r.o.

ID No. 05425115, with registered office at Na strži 1702/65, Nusle, 140 00 Praha 4, Czech Republic, registered with Municipal Court in Prague, section C, insert 263462 (hereinafter referred to as “Intelligence X”)

and

the end-user, including free users (whether using the services with a registered account or not) and paid users.

(hereinafter referred to as the “Client”)

(collectively referred to “Parties” and each may be referred individually as a “Party”.)

have agreed as follows:

 
Subject of the Agreement
  1. Intelligence X undertakes to provide the Client with Search Engine Services (hereinafter also referred to as “SES”) as described in this agreement and the Client undertakes to pay Intelligence X corresponding fees.
  2. Search Engine “Intelligence X” is a computer program that finds information on the internet specialized in open-source intelligence. SES shall be provided by Intelligence X in limited functionality for free, and in functionality as described below in this Agreement with yearly subscriptions.
  3. This Agreement is validly concluded and binding for both parties if (i) a written contract between Intelligence X and the Client is concluded, and/or (ii) the Client accepts the terms and conditions of this Agreement in the electronic form when signing up, and/or (iii) when using the free version of SES. Intelligence X is not obliged to provide the Client with SES before corresponding fee is paid by the Client.
  4. The Privacy Policy of Intelligence X https://intelx.io/privacy-policy applies.
Free users
  1. Intelligence X provides limited free access to SES with certain restrictions on features and data access. Intelligence X has no obligation to provide any service to free users and may terminate the access or limit access to SES at any time.
  2. Intelligence X does not provide free users any warranty, uptime availability or accuracy of SES.
  3. The scope of features and functionality provided to free users is listed at https://intelx.io/product in the “Free Tiers” section.
  4. Free users may receive preview to data or features of paid users. Free users may not exploit the system in any way to try to circumvent any protections.
  5. Any attempts to receive full data or features of paid users without a license shall be considered unauthorized access.
  6. Free users may not make bulk requests or implement the API of SES into any services without prior written consent of Intelligence X. Any violation shall be considered unauthorized access.
  7. Intelligence X has the right to claim contractual penalty in the amount of yearly fee for each unauthorized access by the client.
  8. Commercial use beyond trial purposes with a free license is prohibited and is considered unauthorized access.
Paid users
  1. Intelligence X provides paid users advanced access to data and features of SES according to the license that paid users acquire with a subscription.
  2. The scope of features and functionality is listed at https://intelx.io/product.
  3. SES shall be provided on the secured web page https://intelx.io/ using a unique username and password chosen by the Client without undue delay after corresponding fee is paid to Intelligence X. The Client is required to effectively secure his username and password, to change the password at Intelligence X's request and to prevent any abuse of the username or SES by his employees or by any third person.
Fees
  1. The Client undertakes to pay Intelligence X the yearly subscription fees for SES in advance for the license.
  2. The Client is responsible for disclosing its VAT status by providing a valid name, address, and VAT ID if applicable.
  3. For private persons and Czech companies the prices listed include VAT.
  4. For EU companies (not from Czech Republic) the prices listed exclude VAT and the VAT reverse-charge mechanism applies.
  5. Intelligence X will determine the country of taxation based on the provided address, the customer GeoIP information, the disclosed VAT and public information.
  6. Any withholding tax to be withheld in the country of the Client must be paid by the Client and may not be deducted from the fee.
  7. Fees shall be payable immediately after ordering using a provided online payment processor.
  8. Intelligence X shall be entitled to unilaterally adjust the fees for SES by means of a written notification of such a change to the Client at least 30 days before it enters into force. In the event of a change in the fees pursuant to this provision, the Client shall be entitled to terminate the Contract by a written notice of termination.
  9. The Client confirms his consent to the electronic distribution of tax documents at the e-mail address provided by the Client.
  10. In the event of delay of the Client with payment longer than 7 days, the parties have agreed on a default interest of 0.1 % of the outstanding amount for each commenced day of delay. Until the full payment is settled, Intelligence X shall be entitled to restrict the provision of SES to the Client, and Intelligence X shall not be liable for any damages or other harm to the Client resulting therefrom.
  11. Unless expressly agreed upon in this agreement all fees are non-refundable.
SES Warranties and Limitations
  1. No warranty is provided with respect to free version of SES; the client of free version of SES has no right to claim access to SES or any of its features. Intelligence X provides access to SES in free version at its own discretion and cannot be hold responsible, in any way, for no or limited access to free version of SES.
  2. Intelligence X shall make its best effort to provide the performance of the SES.
  3. Intelligence X guarantees with respect to the full functionality SES a continuous and uninterrupted (24/7) performance of SES with average accessibility of at least 95 % during each calendar month. Monthly accessibility of SES shall be calculated after exclusion of maintenance periods and accessibilities caused by third parties as defined below. Should the average monthly accessibility of SES be between 80 % to 95 % the Client shall be entitled to a credit for use of the license of SES for additional duration of one week for every occurrence. Should the average monthly accessibility of SES be between 60 % to 80 % the Client shall be entitled to a credit for use of the license of SES for additional duration of two weeks for every occurrence. Should the average monthly accessibility of SES be bellow 60 % the Client shall be entitled to a credit for use of the license of SES for additional duration of four weeks for every occurrence. No such guarantee is provided with respect to the limited functionality SES.
  4. Intelligence X shall be authorized to restrict or shut down SES for maintenance and repair for the time necessary for improvement of the SES performance and as a result of force majeure (i.e. unavoidable and/or unforeseeable impediments to the fulfilment of Intelligence X's commitment of any kind, especially natural disasters, crashes, breakdowns or disruptions and failures). Intelligence X shall not be responsible for any limitation or interruption of SES performance caused by interruption of provision of a third party services essential for SES performance. Maintenance and repair of the SES for improvement shall be notified by Intelligence X to the Client in advance. Maintenance and repair of the SES or limitation or interruption of SES performance caused by interruption of provision of a third party services shall not be calculated in the guaranteed monthly accessibility of SES.
  5. Intelligence X undertakes to make no tracking, in any way, of the searches made or results found by the Client in the SES; this does not impede Intelligence X to use such anonymized data to improve performance of the SES.
  6. Intelligence X shall not be held responsible for any defects in the provision of SES resulting from non-compliance with the terms of use, in particular the minimum hardware and software configuration for use of the SES by the Client, or due to improper use.
  7. Intelligence X shall not be held responsible, in any way, for the accuracy, timeliness, completeness or correctness of any information received from the use of SES. Intelligence X shall not be held responsible, in any way, for the appropriateness or manner of the use of the SES or information received from the use of SES by the Client and for results of any actions or decisions taken based on the information received from the use of SES.
  8. OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT Intelligence X DOESN’T MAKE ANY COMMITMENTS ABOUT THE INFORMATION AND CONTENT RECEIVED FROM THE USE OF THE SES, SPECIFIC FUNCTIONS OF THE SES OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET THE NEEDS OF THE CLIENT. Intelligence X PROVIDES THE SES “AS IS”. WHEN PERMITTED BY LAW Intelligence X WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF Intelligence X FOR ANY CLAIMS UNDER THIS AGREEMENT, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT THE CLIENT PAID TO Intelligence X FOR THE USE THE SES. IN ALL CASES Intelligence X WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
  9. Intelligence X shall provide paid users with support of the performance of the SES. Intelligence X undertakes to provide online support within 7 days from reception of notice related to wrong or no-performance of the SES.
  10. Nothing in this Agreement shall have the effect of transferring any intellectual property rights belonging to Intelligence X.
Further obligations of the Client
  1. The Client shall be obliged to ensure the conditions for the operation of SES on its own costs, i.e. in particular to meet the minimum technical and connectivity requirements of the SES and the performance of the hardware with respect to the amount of data transferred.
  2. The Client acknowledges that the non-utilization and the non-use of SES shall not give him any right to any compensation, refund, discount or reduction of the fees or the return of any service.
  3. The Client is solely and fully responsible for legality of his use of the SES and the information received from the use of SES.
  4. By using SES the Client receives no ownership or rights to use any intellectual property rights to SES or the information received from the use of SES. This agreement does not grant the Client the right to use any branding or logos used in SES.
Term of the Agreement
  1. This Agreement is concluded for a fixed-term equaling to the validity of the purchased license. The validity of this Agreement shall be extended for a period of the same term as the agreed term of this Agreement, even repeatedly, unless one of the Parties submits before the expiry of the agreed duration a written notice to the other Party excluding the extension of this Agreement.
  2. Intelligence X shall be entitled to terminate this Agreement without notice with effect from the date of delivery of the notice:
    1. in case of Client’s delay with payment of any due payment or any portion thereof;
    2. if the Client enters into liquidation, a receivership has been established, an insolvency proceeding, enforcement of decision or an execution have been commenced;
    3. if the Client seriously violates this Agreement or if the User violates the Agreement repeatedly despite a written notice send by Intelligence X providing an additional reasonable time for remedy;
    4. if further provision of the SES by Intelligence X cannot reasonably be claimed for technical, operational or economic reasons;
    5. if the Client performs any hacking, spamming, phishing or unauthorized access of SES, Intelligence X or other websites or services of Intelligence X;
    6. if the Client uses the service for unlawful purposes;
    7. if the Client use of SES exceeds fair-use;
    8. if the Client is subject to an embargo or sanction.
  3. The Client shall be entitled to terminate this Agreement without notice period in the event of a serious violation of this Agreement by Intelligence X if Intelligence X does not remedy the violation even within a reasonable deadline no shorter than 14 days from reception of written notice about such a violation by Intelligence X.
Final Provisions
  1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 7 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
  2. This Agreement and all rights and obligations of the Parties arising from or related to this Agreement shall be governed by the Czech law. All disputes arising from this Agreement and in connection therewith shall be finally decided by the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in accordance with its Rule and Regulations by one arbitrator chosen by the President of the Arbitration Court. The place of arbitration shall be Prague and the language shall be English.

In Prague, Czech Republic, on 08.10.2018 and updated on 08.11.2020