Terms of Service

Contents

Part B — Platform Terms of Service

Part B applies where you access or use the Service, whether under a paid subscription, a trial, an evaluation or an early-access arrangement.

8. Definitions

• “Service” means the Intentric hosted software platform, including its web application, application programming interfaces, command-line tooling and accompanying documentation, together with any related services we provide to you.
• “Customer”, “you” means the individual or entity that accesses or uses the Service. Where you accept these Terms on behalf of an entity, “you” means that entity.
• “Order Form” means an ordering document, quote, statement of work or online order signed or otherwise accepted by both parties that references these Terms.
• “Your Data” means data, content, configuration and instructions you or your Users submit to or generate through the Service, and the infrastructure-as-code artifacts the Service produces for you.
• “Users” means individuals and machine identities you authorize to access the Service under your account.
• “Cloud Account” means a cloud infrastructure account operated by a third-party provider that you own or control and that you connect to the Service.
• “Change” means an addition, modification or removal of resources in a Cloud Account that the Service prepares, and that you authorize, through the Service.

9. The agreement

These Terms, together with the Privacy Policy and any Order Form, form the entire agreement between the parties for the Service. Where a conflict arises, the following order of precedence applies: (a) a signed written agreement between the parties that expressly supersedes these Terms; (b) the Order Form; (c) these Terms; (d) the Privacy Policy in respect of personal information; and (e) any documentation.

By creating an account, connecting a Cloud Account, or otherwise accessing or using the Service, you agree to be bound by these Terms. If you accept on behalf of an entity, you represent that you have authority to bind that entity.

10. The Service

The Service is a hosted software platform through which you may request, review, authorize, record and manage changes to cloud infrastructure in your own Cloud Accounts, and obtain records of those activities. The features available to you are those made generally available by us from time to time and, where applicable, those identified in your Order Form.

The following are material characteristics of the Service and are terms of this agreement:

• Changes are made in your Cloud Accounts. The Service provisions and modifies infrastructure only within Cloud Accounts you own or control. We do not operate cloud accounts on your behalf and do not take custody of your infrastructure.
• Your authorization is required. The Service does not apply a Change to a Cloud Account except where a User you have authorized has approved that Change. You remain responsible for that decision in each case.
• Availability by provider. The Service supports a limited set of cloud providers, which we publish and may update. As at the date above, Amazon Web Services is the only provider into which the Service provisions in production. Support for any other provider is not available unless and until we state otherwise.
• Output format. The Service produces infrastructure-as-code artifacts in a standard, industry-recognised format that you may export and use independently of the Service, as set out in section 19.

We may modify, enhance, or discontinue features of the Service. We will not materially degrade the core functionality of the Service during a paid subscription term without giving you notice and, where the degradation is material and we cannot remedy it, a pro-rata refund of prepaid fees for the affected remainder of the term.

11. Early access and pre-release

The Service, or particular features of it, may be offered on an early-access, beta, evaluation, preview or design-partner basis (“Early Access”). Early Access is provided for evaluation only. Notwithstanding anything else in these Terms, Early Access is provided “as is”, without warranty, indemnity or service-level commitment of any kind, may be changed or withdrawn at any time without notice, may contain defects, and may not be suitable for production or business-critical use.

Where you use the Service on an Early Access basis, you do so at your own risk and you are responsible for maintaining your own backups, safeguards and contingency arrangements appropriate to the value of the infrastructure concerned.

12. Accounts and credentials

You are responsible for the confidentiality of your account credentials and any access keys issued through the Service, and for all activity conducted under them, whether or not authorized by you. Access keys are displayed once at issuance and are not recoverable afterwards; we can issue a replacement but cannot retrieve a lost key.

You must ensure that each of your Users complies with these Terms, and you are responsible for their acts and omissions as if they were your own. You must notify us promptly at me@russellbenzing.com if you become aware of any unauthorized access, and you remain responsible for activity occurring before that notice.

13. Your responsibilities

You are responsible for:

• reviewing each proposed Change before authorizing it, and for the consequences of that authorization, including any cost, data loss, service interruption or security consequence;
• determining who within your organization is permitted to authorize Changes, and configuring the Service accordingly;
• the accuracy, legality and appropriateness of Your Data and of the instructions you give the Service;
• the configuration, security, licensing, compliance posture and continued good standing of your Cloud Accounts;
• maintaining backups and recovery arrangements for infrastructure and data of value to you; and
• obtaining any consents, permissions or regulatory approvals your use of the Service requires.

The Service supports your governance of infrastructure change. It does not replace your own judgement, controls, legal obligations or regulatory responsibilities, and we do not assume them.

14. Automated processing and human review

The Service uses automated systems, including machine learning and large language models, to interpret your requests and prepare proposed Changes and other output. You acknowledge that:

• output produced by automated systems may be incomplete, inaccurate or unsuitable for your purposes, and may vary between otherwise similar requests;
• no automated check we perform can identify every error, misconfiguration, cost implication, security weakness or risk;
• you must independently review any proposed Change before authorizing it, and must not rely on automated preparation as a substitute for that review; and
• you must not submit input intended to cause the Service to bypass, subvert or misapply any control, approval requirement or restriction.

We do not use Your Data to train generally available models for the benefit of other customers. Where the Service uses a third-party model provider, we contract to restrict that provider's use of Your Data accordingly.

15. Acceptable use

You must not, and must not permit any User or third party to:

• use the Service for any unlawful purpose or in breach of any applicable law, regulation or third-party right;
• circumvent, disable, or interfere with any access control, approval requirement, usage limit, or other security or governance control of the Service;
• access, or attempt to access, any account, data or infrastructure that is not yours;
• reverse engineer, decompile or disassemble the Service, or attempt to derive its source code, structure or underlying ideas, except to the extent this restriction is unenforceable under applicable law;
• copy, modify or create derivative works of the Service, or use it to build a competing product or service;
• resell, sublicense, rent, lease, or make the Service available to any third party, except for your own permitted internal use and that of your Users;
• use the Service to store or transmit malicious code, or material that is unlawful, infringing or harmful; or
• interfere with the integrity, security or performance of the Service, including by excessive automated load or denial-of-service activity.

We may suspend or terminate access for a breach of this section, as set out in section 24.

16. Your cloud accounts and third-party services

The Service operates on cloud accounts and third-party services you own or control. You are responsible for maintaining those accounts in good standing and for complying with the terms you have agreed with each provider directly. We are not a party to those arrangements and are not responsible for a provider's acts, omissions, outages, pricing, terms or discontinuation of any service.

Charges levied by a cloud provider for infrastructure provisioned or maintained through the Service (your cloud bill) are payable by you directly to that provider. We do not mark up, add margin to, or resell those charges. Any cost figure the Service presents is an estimate for planning purposes only; it is not a quotation, a cap, or a representation of what a provider will actually bill.

You are responsible for the access you grant to the Service and for withdrawing it when you no longer wish it to apply.

17. Fees, billing and taxes

Fees for the Service comprise: (a) a one-time setup and onboarding fee; and (b) a recurring subscription fee based on the volume of infrastructure under management and the features enabled for your account. Applicable amounts are set out in your Order Form or account settings rather than in these Terms. Fees are exclusive of the cloud provider charges described in section 16.

Unless your Order Form says otherwise: subscription fees are invoiced in advance for each billing period; invoices are payable within thirty (30) days of issue; and fees are non-refundable except where these Terms or applicable law expressly provide otherwise. Amounts not paid when due may accrue interest at the lower of 1.5% per month or the maximum permitted by law, and we may suspend the Service for non-payment as set out in section 24.

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST, withholding and similar taxes, excluding taxes on our income. We may change fees with effect from the start of your next renewal term by giving at least thirty (30) days' written notice.

18. Your Data and confidentiality

As between the parties, you own Your Data. You grant us a non-exclusive, worldwide licence to host, process, transmit, display and otherwise use Your Data solely to provide, secure, support and improve the Service for you, and as otherwise permitted by these Terms or required by law.

Each party may receive confidential information of the other. Each party will protect the other's confidential information with at least reasonable care, use it only for purposes of this agreement, and disclose it only to personnel and advisers who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was already known without obligation, is independently developed, or is lawfully received from a third party. A party may disclose confidential information where legally compelled, having given reasonable prior notice where lawful to do so.

We will maintain administrative, technical and organisational measures designed to protect Your Data appropriate to its sensitivity. Personal information is handled as described in the Privacy Policy. On termination, you may export Your Data as described in section 24.

19. Intellectual property

As between the parties, we own all right, title and interest in and to the Service and all intellectual property rights in it, including all software, models, interfaces, documentation and any improvements to them. Except for the rights expressly granted in these Terms, no licence or other right is granted to you, by implication, estoppel or otherwise. We reserve all rights not expressly granted.

Subject to your payment of applicable fees and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term for your own internal business purposes.

Your infrastructure-as-code artifacts. You own the infrastructure-as-code artifacts the Service generates for you. Nothing in these Terms restricts your ability to export, inspect, retain, modify, execute or continue using those artifacts independently of the Service, during or after your subscription term, and no fee, consent or notice from us is required to do so. This right survives termination.

20. Feedback and publicity

If you give us suggestions, ideas or other feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit it without restriction or obligation to you. You are not required to give feedback, and any feedback you give is provided without confidentiality obligation unless we agree otherwise in writing.

We will not use your name, logo or a description of you as a customer in any marketing, sales or public material without your prior written consent. Consent may be withdrawn on reasonable written notice, and we will stop the relevant use within a reasonable period.

21. Warranties and disclaimers

Each party warrants that it has the legal power and authority to enter into these Terms. You warrant that you have all rights necessary to provide Your Data to the Service and to authorize Changes in your Cloud Accounts.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT ANY AUTOMATED CHECK, APPROVAL WORKFLOW, VERIFICATION OR MONITORING PERFORMED BY THE SERVICE WILL IDENTIFY EVERY ERROR, MISCONFIGURATION, COST IMPLICATION, SECURITY WEAKNESS, DIVERGENCE OR RISK; OR THAT OUTPUT PRODUCED BY AUTOMATED SYSTEMS WILL BE ACCURATE OR SUITABLE FOR YOUR PURPOSES. YOU REMAIN SOLELY RESPONSIBLE FOR REVIEWING AND AUTHORIZING EACH CHANGE BEFORE IT IS APPLIED, AND THE RISK ARISING FROM THE USE OR PERFORMANCE OF THE SERVICE AND OF ANY INFRASTRUCTURE PROVISIONED THROUGH IT REMAINS WITH YOU.

Some jurisdictions do not allow the exclusion of certain warranties. Where that is the case, the exclusions above apply to the maximum extent permitted, and nothing in these Terms limits any right you have that cannot lawfully be limited.

22. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID OR OWED TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WHERE THE SERVICE OR THE RELEVANT FEATURE WAS PROVIDED ON AN EARLY ACCESS BASIS OR WITHOUT CHARGE, OUR TOTAL AGGREGATE LIABILITY IN RESPECT OF IT WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).

These limitations do not apply to: your payment obligations; either party's indemnification obligations under section 23; a party's breach of the other's intellectual property rights; or liability that cannot lawfully be excluded or limited, including for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

The parties agree that the allocation of risk in this section is a fundamental basis of the bargain between them and is reflected in the fees charged.

23. Indemnification

By you. You will defend, indemnify and hold harmless Intentric and its officers, directors, employees and agents from and against any third-party claim, and any resulting liability, damages, settlement and reasonable legal costs, arising out of or relating to: (a) Your Data or your infrastructure; (b) your use of the Service in breach of section 15 or applicable law; or (c) your breach of these Terms.

By us. We will defend, indemnify and hold you harmless from and against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party's intellectual property rights, and any resulting liability, damages, settlement and reasonable legal costs. This obligation does not apply to a claim arising from Your Data, from your combination of the Service with anything not supplied by us where the claim would have been avoided without that combination, from your use in breach of these Terms, or from any Early Access feature. If the Service becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of the term.

Conditions. Each indemnity is conditioned on the indemnified party promptly notifying the indemnifying party of the claim, giving it sole control of the defence and settlement (except that no settlement imposing liability or admission on the indemnified party may be made without its consent, not to be unreasonably withheld), and providing reasonable cooperation at the indemnifying party's expense.

24. Term, suspension and termination

These Terms apply from when you first access the Service until all subscriptions have expired or been terminated. Each subscription runs for the term stated in the Order Form and, unless that Order Form says otherwise, renews for successive terms of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

Termination for cause. Either party may terminate for material breach on thirty (30) days' written notice if the breach is not cured within that period. Either party may terminate immediately if the other becomes insolvent, ceases business, or becomes subject to insolvency proceedings not dismissed within sixty (60) days.

Suspension. We may suspend your access, in whole or in part, where: you are in breach of section 15; your account is overdue and remains unpaid thirty (30) days after written notice; or your use presents a security risk to the Service or to others. Where practicable we will give notice first and will restore access promptly once the cause is resolved. Suspension does not relieve you of your payment obligations.

Effect of termination. On termination or expiry your right to access the Service ends, and any fees accrued before that date remain payable. For thirty (30) days afterwards you may export Your Data, including your infrastructure-as-code artifacts; after that period we may delete Your Data in accordance with our retention practices, subject to any legal hold or legal obligation to retain it.

Your infrastructure is unaffected. Infrastructure the Service has provisioned remains in your own Cloud Accounts and is not altered, reclaimed or disabled by termination. You retain full ownership and control of that infrastructure and of the artifacts that define it, in accordance with section 19.