PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE USING OUR SERVICES. BY CLICKING "I AGREE", CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.

1. Acceptance of Terms

1.1 Agreement

By accessing or using Intelsieve, LLC's ("Intelsieve", "we", "our", or "us") platform, APIs, and related services (collectively, the "Services"), you ("Customer", "you", or "your") agree to be bound by these Terms, our Privacy Policy, our Acceptable Use Policy, and our Cookie Policy (collectively, the "Agreement"). If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

1.2 Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding agreements to use our Services. Our Services are intended for business and professional use by organizations engaged in cybersecurity, risk management, and related fields.

1.3 Click-to-Agree Acceptance

Certain features of our Services require affirmative acceptance through a click-to-agree mechanism. By checking the acceptance box and clicking "I Agree" during account registration or when prompted, you:

(a) Confirm that you have read, understood, and agree to be bound by these Terms and all incorporated policies;

(b) Represent and warrant that you are authorized to conduct the searches and monitoring activities you perform through our Services;

(c) Acknowledge that you bear sole responsibility for ensuring that your use of our Services complies with all applicable laws, regulations, and third-party rights;

(d) Understand that Intelsieve provides threat intelligence data for informational and defensive security purposes only, and that you assume all responsibility for any actions you take based on information obtained through our Services.

2. Description of Services

Intelsieve provides a threat intelligence platform that aggregates data from multiple sources to help organizations monitor and respond to security threats. Our Services include but are not limited to:

Dark web monitoring and credential exposure detection
Attack surface management and asset discovery
Threat intelligence correlation and analysis
Security findings and alert management
Ransomware group monitoring
API access for integrations with third-party security tools
Reporting and export capabilities

2.1 Excluded Domain Limitation

Excluded Domain means a domain we identify as falling within any of the following categories:

public webmail and consumer email providers;
consumer platforms and services;
authentication endpoints operated by identity providers;
government and public sector portals; and
other domains we determine are unsuitable for domain-level monitoring.

The Services do not return threat intelligence data in response to a domain-level query for an Excluded Domain, and an Excluded Domain may not be configured as a monitored asset. This limitation applies regardless of whether you own or operate the Excluded Domain concerned, and applies whether or not you hold authorization in respect of it.

This limitation does not apply to a query for an individual email address at an Excluded Domain. You may make such a query only where you are authorized in respect of that individual account holder. That is your obligation under these Terms and the Acceptable Use Policy; we do not verify it.

The categories above govern. We maintain a current list of Excluded Domains and will provide it on request to support@intelsieve.com; that list is provided for convenience and is not the definition. A plain-language description of this limitation is published at intelsieve.com/legal/excluded-domains.

Where a domain you are monitoring becomes an Excluded Domain, we will give at least 30 days notice before disabling that monitoring, except where the change is required to address misuse or to meet a legal obligation.

We may grant access to Excluded Domain data on written request, at our discretion, on terms we specify, and may refuse, condition, or withdraw that access at any time.

3. Account Registration and Security

3.1 Account Creation

To use our Services, you must create an account and provide accurate, complete, and current information. You agree to update your information promptly if it changes.

3.2 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials, API keys, and access tokens
All activities that occur under your account, whether authorized or not
Notifying us immediately at security@intelsieve.com of any unauthorized access or security breach
Implementing appropriate access controls within your organization (e.g., using role-based permissions)

3.3 Organization Accounts

If you create or manage an organization account, you are responsible for all members you invite and their compliance with these Terms. Organization owners and administrators may manage member access and permissions.

4. User Representations and Warranties

By using our Services, you represent and warrant that:

(a) Authorization: You are authorized by your organization (or acting on your own lawful behalf) to conduct any searches, monitoring, or intelligence-gathering activities you perform through our Services;

(b) Lawful purpose: You will use our Services only for lawful cybersecurity, risk management, and defensive security purposes;

(c) No misuse: You will not use data obtained from our Services to harass, stalk, threaten, or harm any individual or organization;

(d) Compliance: Your use of our Services complies with all applicable local, state, national, and international laws and regulations, including but not limited to the Computer Fraud and Abuse Act (CFAA), the General Data Protection Regulation (GDPR), and applicable export control laws;

(e) Accuracy: The information you provide to us, including asset configurations and monitoring parameters, is accurate and you have the right to monitor those assets;

(f) Authorized agent: If you are conducting searches or monitoring on behalf of a third party, you have obtained proper written authorization from that third party to do so.

5. Acceptable Use

Your use of our Services is subject to our Acceptable Use Policy, which is incorporated by reference into these Terms. In addition to the restrictions in the AUP, you agree not to:

Use our Services for any purpose that violates applicable law
Attempt to gain unauthorized access to our systems, networks, or other users' data
Interfere with or disrupt the integrity or performance of our Services
Reverse engineer, decompile, disassemble, or attempt to derive the source code of our Services
Resell, sublicense, or otherwise make our Services available to any third party without a separate written agreement with us (redistribution of threat intelligence data obtained through our Services is governed by Section 7.3)
Use automated means to access our Services except through our published APIs
Circumvent any rate limits, access controls, or security measures
Use our Services to conduct unauthorized surveillance or intelligence gathering
Scrape, harvest, or collect data from our Services for purposes unrelated to your authorized use

You also agree not to use our Services, or any data or reports obtained through our Services, in connection with any action, lawsuit, complaint, investigation, or other legal or administrative proceeding that names Intelsieve as a party, is adverse to Intelsieve's interests, or identifies Intelsieve as the source of the data. This includes submitting that data as evidence, relying on it in a pleading or filing, and identifying Intelsieve as the source of information used in such a proceeding.

This restriction is directed only at using our Services and the data we provide as an instrument in proceedings of that kind. It does not limit your right to bring, defend, or participate in a dispute with us under Section 13 (Dispute Resolution), and it does not apply to the extent applicable law requires you to disclose or produce information (including in response to a subpoena, court order, or lawful request from a regulator or law enforcement agency), to the extent you exercise a right under applicable law to report a concern to or lodge a complaint with a regulator, supervisory authority, or law enforcement agency, or to the extent applicable law prohibits a restriction of this kind from being imposed by contract.

6. Payment Terms

6.1 Subscription Plans

Paid plans are billed in advance on a monthly or annual basis as selected at the time of purchase. All fees are stated in U.S. dollars unless otherwise specified.

6.2 Fees and Charges

You agree to pay all fees associated with your selected plan and any applicable taxes. We reserve the right to change pricing with at least 30 days written notice. Price changes will take effect at the start of your next billing cycle.

6.3 Refunds

All fees are non-refundable except as required by applicable law. If we materially breach these Terms and fail to cure within 30 days of written notice, you may be entitled to a pro-rata refund for the unused portion of your prepaid subscription. Where we have entered into a Service Level Agreement with you, service credits issued under the SLA constitute your sole financial remedy for service failures covered by the SLA, and are subject to the liability limitations in Section 11 of these Terms.

6.4 Overdue Payments

Overdue payments may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower). We reserve the right to suspend or terminate access for accounts with overdue payments exceeding 30 days.

7. Intellectual Property

7.1 Intelsieve IP

All content, features, functionality, software, designs, and documentation of our Services are owned by Intelsieve and are protected by copyright, trademark, patent, trade secret, and other intellectual property laws. You may not copy, modify, distribute, sell, or create derivative works based on our Services without our prior written permission.

7.2 Customer Data

You retain all rights to data you upload to or input into our Services ("Customer Data"). You grant us a limited, non-exclusive license to process your Customer Data solely to provide and improve our Services.

7.3 Threat Intelligence Data

Threat intelligence data provided through our Services is compiled from multiple sources and is provided for your internal security purposes only. You may not redistribute, resell, sublicense, or publicly publish threat intelligence data obtained from our Services, whether in raw form or as part of a derivative compilation of that data, without our prior written consent or a separate written agreement with us.

This Section 7.3 is the controlling statement of your obligations regarding the redistribution of threat intelligence data obtained from our Services. Any restatement of that restriction elsewhere in the Agreement, including in the Acceptable Use Policy, is a summary of this Section 7.3 and is to be read consistently with it.

7.4 Feedback

If you provide us with feedback, suggestions, or ideas about our Services, you grant us an irrevocable, non-exclusive, royalty-free license to use, modify, and incorporate that feedback into our Services without any obligation to you.

8. Data and Privacy

Your use of our Services is governed by our Privacy Policy and, where applicable, our Data Processing Agreement. By using our Services, you consent to the collection, use, and processing of information as described in those documents.

9. Content Removal

We respect intellectual property rights and individuals' rights regarding their data. If you believe that content available through our Services belongs to you or your organization and you would like it removed, please submit a request in accordance with our Content Removal Policy at:

Email: takedowns@intelsieve.com

We will review removal requests promptly and may remove or suppress content as described in our Content Removal Policy.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INTELSIEVE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

(a) MERCHANTABILITY: We do not warrant that our Services are fit for any particular commercial purpose;

(b) FITNESS FOR A PARTICULAR PURPOSE: We do not warrant that our Services will meet your specific requirements;

(c) NON-INFRINGEMENT: We do not warrant that our Services do not infringe third-party rights, except as expressly provided in Section 12 (Indemnification);

(d) ACCURACY: Threat intelligence data is provided for informational purposes only. We do not guarantee the accuracy, completeness, timeliness, or reliability of any data or intelligence provided through our Services. Data may be incomplete, outdated, or contain inaccuracies inherent to threat intelligence sources. Where we have entered into a Service Level Agreement with you, the SLA commitments govern delivery timelines; the accuracy of third-party sourced threat intelligence data remains subject to this disclaimer;

(e) AVAILABILITY: We do not guarantee uninterrupted, secure, or error-free operation of our Services;

(f) SECURITY DECISIONS: Our Services should not be the sole basis for security decisions. You are responsible for independently validating and verifying information obtained through our Services.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INTELSIEVE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Loss of profits, revenue, data, or business opportunities
Cost of procurement of substitute services
Business interruption or loss of goodwill
Damages arising from unauthorized access to or use of your data by third parties
Damages arising from actions taken by you or third parties based on information obtained through our Services

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OUR SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO INTELSIEVE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Exceptions

Nothing in this section shall limit liability for: (a) fraud or intentional misrepresentation; (b) gross negligence or willful misconduct; (c) death or personal injury caused by negligence; (d) any liability that cannot be excluded by applicable law; or (e) our obligations under Section 12.3 (Our Indemnification), which are excluded from the liability cap in Section 11.2 as described in Section 12.7.

11.4 Basis of the Bargain

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. OUR SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

12. Indemnification

12.1 Your Indemnification

You agree to indemnify, defend, and hold harmless Intelsieve and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Your use of our Services, including any searches, monitoring activities, or actions taken based on data obtained from our Services;

(b) Your violation of these Terms, the Acceptable Use Policy, or any applicable law;

(d) Any dispute between you and a third party arising from your use of data obtained through our Services;

(e) Any claim by a third party that your use of our Services caused them harm.

12.2 Indemnification Procedure (Your Indemnification)

We will promptly notify you of any claim subject to indemnification, provide reasonable cooperation (at your expense), and allow you to control the defense. We may participate in the defense with our own counsel at our own expense. You may not settle any claim that imposes obligations on us without our prior written consent.

12.3 Our Indemnification

We agree to indemnify, defend, and hold harmless you and your officers, directors, employees, agents, and affiliates from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) to the extent arising out of an allegation that the Intelsieve software platform and APIs made available to you as part of our Services — excluding threat intelligence data and Customer Data (the "Platform") — infringe that third party's patent, copyright, trademark, or trade secret rights (a "Covered Claim").

For the avoidance of doubt, this Section 12.3 does not apply to threat intelligence data provided through our Services, or to your use of that data.

12.4 Exclusions from Our Indemnification

Section 12.3 does not apply, and we have no obligation or liability under it, to the extent a Covered Claim arises out of or relates to:

(a) Threat intelligence data, or your use of, reliance on, or redistribution of any data obtained through our Services;

(b) Your use of our Services in a manner not permitted by, or otherwise in breach of, these Terms, the Acceptable Use Policy, or the Agreement;

(c) Combination or use of the Platform with any product, service, software, hardware, or data not supplied by us, where the Platform alone would not be infringing;

(d) Any modification of the Platform not made by us or authorized by us in writing;

(e) Customer Data, or your designs, specifications, configurations, or instructions;

(f) Your continued use of the Platform after we have notified you to stop, or after we have made a non-infringing replacement or modification available to you under Section 12.5.

12.5 Our Remedies

If the Platform becomes, or in our reasonable opinion is likely to become, the subject of a Covered Claim, we may at our option and our expense: (a) procure for you the right to continue using the Platform; (b) replace or modify the Platform so that it is non-infringing while remaining materially equivalent in functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Services on written notice to you and provide a pro-rata refund for the unused portion of your prepaid subscription for those Services. Sections 12.3 through 12.7 state our entire liability, and your sole and exclusive remedy, for any claim that our Services infringe or misappropriate any third-party intellectual property right.

12.6 Indemnification Procedure (Our Indemnification)

You will promptly notify us in writing of any Covered Claim, provide reasonable cooperation (at our expense), and allow us to control the defense. You may participate in the defense with your own counsel at your own expense. We may not settle any Covered Claim that imposes obligations on you without your prior written consent, which will not be unreasonably withheld. Our obligations under Section 12.3 are conditioned on your compliance with this Section 12.6.

12.7 Relationship to Section 11

Our obligations under Section 12.3 fall outside the liability cap in Section 11.2. Both the costs we incur in defending a Covered Claim and the damages, settlement amounts, and costs finally awarded against you in a Covered Claim are excluded from that cap, and Section 11.1 does not operate to exclude those amounts. Section 11.3(e) records this exception. For the avoidance of doubt, the exclusion of defense costs from the cap is in addition to, and not instead of, the exclusion of amounts payable under Section 12.3. This Section 12.7 does not expand the scope of Section 12.3, which remains subject to the exclusions in Section 12.4 and the conditions in Section 12.6.

13. Dispute Resolution

13.1 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures.

Location: Arbitration shall take place in Cheyenne, Wyoming, or at a mutually agreed upon location
Arbitrator: One (1) neutral arbitrator selected in accordance with AAA rules
Governing rules: AAA Commercial Arbitration Rules
Language: English
Award: The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction

13.2 Class Action Waiver

YOU AND INTELSIEVE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

Unless both parties agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of representative or class proceeding.

13.3 Exception for Small Claims and Injunctive Relief

Notwithstanding the above, either party may: (a) bring an individual action in small claims court for claims within that court's jurisdiction; or (b) seek temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

13.4 Opt-Out

You may opt out of this arbitration agreement by sending written notice to legal@intelsieve.com within 30 days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved exclusively in the state or federal courts located in Cheyenne, Wyoming.

13.5 Severability

If any provision of this arbitration agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect. If the class action waiver is found to be unenforceable, the entire arbitration agreement shall be null and void, and disputes shall be resolved in accordance with Section 14.

14. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law provisions. To the extent that arbitration does not apply, you agree to submit to the exclusive jurisdiction of the state or federal courts located in Cheyenne, Wyoming. Notwithstanding the foregoing, if you are an individual or entity established in the European Union or United Kingdom, this choice of law does not override any mandatory protections applicable to you under EU or UK law. EU and UK entities may contact legal@intelsieve.com to discuss jurisdiction arrangements.

15. Export Controls and Sanctions

You represent and warrant that:

(a) You are not located in, or a resident or national of, any country subject to U.S. trade sanctions or embargoes (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);

(b) You are not listed on any U.S. government restricted parties list, including the Specially Designated Nationals (SDN) List maintained by OFAC or the Entity List maintained by the Bureau of Industry and Security;

(d) You will not provide access to our Services to any person or entity that is subject to U.S. trade sanctions.

15.1 Onward Transfer of Threat Intelligence Data

This Section 15.1 applies where you are not a U.S. person. In this Section, country of concern, covered person, and data brokerage have the meanings given to those terms in 28 C.F.R. Part 202.

You will not engage in any data brokerage of threat intelligence data obtained through our Services with a country of concern or a covered person, and you will not permit any person to whom you provide that data to do so.

You will notify us promptly on becoming aware of any actual or suspected breach of this Section 15.1, whether by you or by any person to whom you have provided threat intelligence data obtained through our Services. We may report any known or suspected violation of this Section 15.1 to the U.S. Department of Justice, as 28 C.F.R. Part 202 requires of us.

Breach of this Section 15.1 is a material breach of these Terms.

16. Termination

16.1 Termination by You

You may cancel your account at any time through your account settings or by contacting us at support@intelsieve.com. Cancellation will take effect at the end of your current billing period. You will not receive a refund for the current period.

16.2 Termination by Intelsieve

We may suspend or terminate your account immediately and without notice if:

(a) You violate these Terms or the Acceptable Use Policy;

(b) You engage in conduct that we reasonably believe is harmful to us, our Services, or other users;

(d) We are required to do so by law or regulatory order;

(e) We reasonably believe your account has been compromised.

We will use reasonable efforts to notify you prior to termination except where prohibited by law or where immediate action is necessary to prevent harm.

16.3 Effect of Termination

Upon termination:

Your right to use our Services ceases immediately
We will delete your Customer Data within 30 days, unless retention is required by law
You may request export of your Customer Data prior to termination
Sections 11 (Limitation of Liability) through 14 (Governing Law and Jurisdiction) survive termination, together with any other provision that by its nature should survive, including any accrued but unpaid payment obligations

17. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, strikes, or failures of third-party telecommunications or power supply. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, Cookie Policy, and any applicable Data Processing Agreement, constitute the entire agreement between you and Intelsieve regarding your use of our Services and supersede all prior or contemporaneous agreements.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

18.4 Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.

18.5 Notices

Notices to you will be sent to the email address associated with your account. Notices to us should be sent to legal@intelsieve.com. Notices are deemed received when sent via email.

18.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

19. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days notice of material changes via email and/or in-platform notification. Continued use of our Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using our Services and cancel your account.

20. Confidentiality

20.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with the Agreement that is identified as confidential or proprietary at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information includes non-public pricing and order form terms, product roadmaps, security architecture and audit reports, business and marketing plans, and non-public technical information about the Services. Customer Data is your Confidential Information.

20.2 Threat Intelligence Data Is Not Confidential Information

Threat intelligence data made available to you through our Services is not Confidential Information for the purposes of this Section 20, and nothing in this Section 20 restricts your use of that data. You may use, analyze, retain, and act on that data for your own internal security purposes, and may share it within your organization, with your service providers, and with the organizations whose assets you are authorized to monitor, as reasonably necessary to protect against or respond to a security threat. This includes resetting or disabling credentials, notifying affected personnel or your own customers, and ingesting the data into your own security tooling. Your obligations in respect of that data are set out in Section 7.3 (Threat Intelligence Data) and the Acceptable Use Policy, and this Section 20 neither modifies nor expands them.

20.3 Mutual Obligation

Each party, as Receiving Party, will: (a) use the other party's Confidential Information only as necessary to perform its obligations or exercise its rights under the Agreement; (b) not disclose the other party's Confidential Information to any third party except as permitted by Section 20.4 or Section 20.6; and (c) protect the other party's Confidential Information using at least the degree of care it applies to its own confidential information of like importance, and in no event less than a reasonable degree of care. These obligations are mutual and apply equally to each party.

20.4 Permitted Recipients

A Receiving Party may disclose Confidential Information to its employees, affiliates, contractors, and professional advisers (including legal, accounting, and insurance advisers) who need to know it for a purpose permitted by the Agreement, provided that each recipient is bound by confidentiality obligations at least as protective as those in this Section 20 or, in the case of professional advisers, by a professional duty of confidence. The Receiving Party remains responsible for any act or omission of those recipients that would breach this Section 20 if it were an act or omission of the Receiving Party.

20.5 Exclusions

This Section 20 does not apply to information that: (a) is or becomes publicly available other than as a result of a breach of this Section 20 by the Receiving Party; (b) was rightfully known to the Receiving Party, free of any obligation of confidence, before the Disclosing Party disclosed it; (c) is rightfully received by the Receiving Party from a third party free of any obligation of confidence and without breach of any obligation owed to the Disclosing Party; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

20.6 Compelled Disclosure and Relationship to Section 5

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid legal process, including a subpoena, court order, or lawful request from a regulator, supervisory authority, or law enforcement agency. Where it is legally permitted to do so, the Receiving Party will give the Disclosing Party reasonable advance notice so that the Disclosing Party may seek a protective order or other confidential treatment, and will disclose only the portion of the Confidential Information it is legally required to disclose. A disclosure made in accordance with this Section 20.6 is not a breach of this Section 20.

This Section 20 does not narrow the carve-outs in Section 5. Nothing in this Section 20 limits either party's right to bring, defend, or participate in a dispute with the other under Section 13 (Dispute Resolution), to make a disclosure that applicable law requires, to exercise a right under applicable law to report a concern to or lodge a complaint with a regulator, supervisory authority, or law enforcement agency, or to do anything that applicable law prohibits from being restricted by contract.

20.7 Term and Survival

The obligations in this Section 20 apply during the term of the Agreement and continue for three (3) years after its termination or expiry, except that, in respect of any Confidential Information that constitutes a trade secret under applicable law, they continue for as long as the information remains a trade secret. This Section 20 is a provision that by its nature should survive termination, and survives on that basis under Section 16.3.

21. Contact Us

If you have questions about these Terms:

Legal inquiries: legal@intelsieve.com
Support: support@intelsieve.com
Content removal requests: takedowns@intelsieve.com

Terms of Service