PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES. YOU AGREE TO BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT YOU WILL NOT HAVE ANY RIGHT TO USE THE SERVICES. INSIDEVIEW'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY INSIDEVIEW™, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

The Web pages and/or web applications (the “Site”) are owned and operated by InsideView Technologies, Inc., a California corporation, (“InsideView”) and may be accessed by you ("Subscriber") under the following terms and conditions:

1. ACCESS TO THE SERVICES. Subject to the terms and conditions of this Agreement, InsideView may offer to provide certain services, as described more fully on the Site, and which are selected by Subscriber through the Order Form and/or the process provided on the Site ("Services"), solely for Subscriber's own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services InsideView performs for Subscriber, as well as the offering of any content on the Site. InsideView may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. InsideView may also impose limits on certain features and services or restrict Subscriber's access to parts or all of the Services without notice or liability. InsideView reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Subscriber a notice via email or postal mail. Subscriber shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by Subscriber following such notification constitutes Subscriber's acceptance of the terms and conditions of this Subscriber Agreement as modified.
Subscriber certifies to InsideView that if Subscriber is an individual (i.e., not a corporation) Subscriber is at least 18 years of age. Subscriber also certifies that he/she or it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services and access of the Site.

2. SITE CONTENT. The Site and its contents are intended solely for the use of InsideView subscribers and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Site (including, but not limited to text, graphics, news articles, photographs, images, illustrations, audio clips and video clips, also known as the "Content") are protected by copyright. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.
The Site is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. Subscriber may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided in this Section of the Subscriber Agreement), create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.
Subscriber may download or copy the Content, and other items displayed on the Site for download, for personal use only, provided that Subscriber maintains all copyright and other notices contained in such Content. Subscriber shall not store any significant portion of any Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from InsideView, or from the copyright holder identified in such Content's copyright notice.
Subscriber acknowledges and agrees that if Subscriber uses any of the Services to contribute Content to the Site, Subscriber grants to InsideView a perpetual, non exclusive worldwide, royalty-free, transferable right to fully exploit such Content (including all related intellectual property rights) in connection with the Services.

3. RESTRICTIONS. Subscriber is responsible for all of its activity in connection with the Services and accessing the Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Subscriber's right to Services or to access the Site. Subscriber may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any InsideView user.

Subscriber warrants, represents and agrees that it will not contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party. SUBSCRIBER SPECIFICALLY PROMISES THAT HE/SHE WILL NOT CONTRIBUTE ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OF A THIRD PARTY. If Subscriber has agreed to keep information confidential, Subscriber should not contribute such information to the Site. InsideView intends to cooperate with any investigation with respect to the misuse or other unauthorized disclosure of confidential information on the Site, including providing personal identifiable information in connection with any investigation regarding such unauthorized disclosures as detailed in its Privacy Policy [link]
This is a contract for Services and the software will be installed, accessed and maintained only by or for Service Provider and no license is granted thereto. Subscriber will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Site Services ("Software"); modify, translate, or create derivative works based on the Services or any Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party.

Subscriber shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, "Equipment"). Subscriber shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software). Subscriber shall also be responsible for maintaining the security of the Equipment, Subscriber account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Subscriber account or the Equipment with or without Subscriber's knowledge or consent.

InsideView reserves the right to remove any Content from the Site at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if InsideView is concerned that Subscriber may have breached the immediately preceding sentence), or for no reason at all.

Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Subscriber will not run Maillist, Listserv, any form of auto-responder, or "spam" on the Site, or any processes that run or are activated while the Subscriber is not logged in.

4. WARRANTY DISCLAIMER. InsideView has no special relationship with or fiduciary duty to Subscriber. Subscriber acknowledges that InsideView has no control over, and no duty to take any action regarding: which users gains access to the Site; what Content Subscriber accesses via the Site; what effects the Content may have on Subscriber; how Subscriber may interpret or use the Content; or what actions Subscriber may take as a result of having been exposed to the Content. Subscriber releases InsideView from all liability for Subscriber having acquired or not acquired Content through the Site. The Site may contain, or direct Subscriber to sites containing, information that some people may find offensive or inappropriate. InsideView makes no representations concerning any content contained in or accessed through the Site, and InsideView will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.

ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18USC 2701-2711): INSIDEVIEW MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEB-SITE LINKED TO THE SITE. InsideView will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on InsideView's equipment, transmitted over networks accessed by the Site, or otherwise connected with Subscriber's use of the Services.

5. REGISTRATION AND SECURITY. As a condition to using Services, Subscriber may be required to register with InsideView and select a password and Subscriber name ("InsideView User ID"). Subscriber shall provide InsideView with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Subscriber's account. Subscriber may not (i) select or use as an InsideView User ID a name of another person with the intent to impersonate that person; or (ii) use as an InsideView User ID a name subject to any rights of a person other than Subscriber without appropriate authorization. InsideView reserves the right to refuse registration of, or cancel an InsideView User ID in its discretion. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's InsideView password.  InsideView shall not disclose, provide or make available Subscriber specific user profile data (such as target accounts, reference customers, previous employers, and trigger definitions) to any third party, including to other customers of the Service.

6. INDEMNITY. Subscriber will indemnify and hold InsideView, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from (i) any claim or demand made by any third party due to or arising out of Subscriber's access to the Site, use of the Services, (ii) the violation of this Agreement by Subscriber or (iii) the infringement by Subscriber, or any third party using the Subscriber's account, of any intellectual property or other right of any person or entity.

7. LIMITATION OF LIABILITY. INSIDEVIEW AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND PROPERTY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND INSIDEVIEW' REASONABLE CONTROL, EVEN IF INSIDEVIEW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY SUBSCRIBER TO INSIDEVIEW FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

8. FEES AND PAYMENT. If Applicable Subscriber will pay InsideView the agreed upon fees for the Services within the Number of Users (the "Fees"). If Subscriber use of the Services exceeds the Number of Users set forth on the Order Form, Subscriber shall be billed for the excess usage over the Number of Users in accordance with the Additional User Fees set forth on the Order Form and Subscriber agrees to pay the additional fees in the manner provided herein. Currently applicable Fees are set forth in the Order Form. InsideView reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Service Term or then current renewal term, upon thirty (30) days prior notice to Subscriber (which may be sent by email).

If Subscriber believes that InsideView has billed Subscriber incorrectly, Subscriber must contact InsideView no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to InsideView' Customer Support department.

InsideView may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by InsideView thirty (30) days after the mailing date of the invoice, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Subscriber shall be responsible for all taxes associated with Services other than U.S. taxes based on InsideView' net income.

InsideView reserves the right to change its price list and to institute new charges at any time, upon ten (10) days prior notice to Subscriber, which may be sent by email or posted on the Site. Use of the Services by Subscriber following such notification constitutes Subscriber's acceptance of any new or increased charges.

9. TERMINATION. InsideView may terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon termination of the Subscriber's account, Subscriber's right to use the Services, access the Site and any Content will immediately cease.
Subject to earlier termination as provided below, this Agreement is for the initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Service Term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

In addition to any other remedies it may have, InsideView may also terminate this Agreement upon thirty (30) days' notice (or ten (10) days in the case of nonpayment), if Subscriber breaches any of the Terms or Conditions. Subscriber will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, InsideView may, but is not obligated to, delete archived data.
All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, warranty disclaimers, and limitations of liability.

10. MISCELLANEOUS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Subscriber except with InsideView' prior written consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Subscriber does not have any authority of any kind to bind InsideView in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any dispute or controversy arising out of or relating to this Agreement shall be settled by final and binding arbitration in San Mateo county, California, by a single neutral arbitrator mutually agreed upon by the parties, or in the event the parties are unable to agree within fifteen (15) days following notice of arbitration, by an arbitrator appointed by JoAoMoS/ENDISPUTE ("JAMS") in accordance with the rules and regulations of JAMS, or by any other body mutually agreed upon by the parties. Except as otherwise set forth herein, such arbitration shall be conducted in accordance with the then-existing rules (the "Rules") of JAMS and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof; provided, however, that the law applicable to any such controversy shall be the law of California, regardless of its or any jurisdiction's choice of law principle. By entering into this provision, it is the parties intention to expedite, and limit the costs involved in, resolution of any future dispute, and therefore pre-hearing discovery shall be limited to production of key documents and, if appropriate, subpoena of not more than three (3) key witnesses, as determined by the arbitrator.