INSIDEVIEW TERMS OF USE

These terms and conditions (“Terms of Use”) govern use of the InsideView’s software and services provided to you and / or the business you represent (together “You” and “Your”) by InsideView Technologies, Inc. (“InsideView”) through the InsideView website at: http://my.InsideView.com, or other designated web site (the “Site”). BY ACCESSING AND USING THE SERVICES AND/OR CLICKING AN ACCEPTANCE BOX YOU ARE INDICATING YOUR ACCEPTANCE TO THESE TERMS OF USE AND ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
BY AGREEING TO THESE TERMS OF USE, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THE COMPANY YOU REPRESENT TO THESE TERMS OF USE, AND YOUR AGREEMENT TO THESE TERMS OF USE WILL BE BINDING UPON YOUR COMPANY.

1. DEFINITIONS.

1.1. “Content” means all materials displayed or provided via the Services including, but not limited to information, text, graphics, news articles, photographs, images, illustrations, audio clips and video clips. Content excludes Customer Data.

1.2. “Customer Data” means specific proprietary information provided by Customer in connection with the Services.

1.3. “Services” means the online web-based application provided by InsideView via the Site including related professional and training services and materials that may be provided in connection with use of the application.

1.4. “Order” means a separate online or written ordering document, e.g., the InsideView Order Form, describing the type of service, subscription term, pricing and other information on the Services provided by InsideView. Each Order shall be effective when signed or electronically authorized by You and InsideView.

1.5. “Seat” means a license for a single individual to use the Services. Seats are assigned to named individual users authorized by You to use the Services and who have been supplied user identifications and passwords by You or by InsideView on Your behalf. Seats may be assigned to users who are Your employees, consultants, contractors and agents provided that You are responsible for their usage. The maximum number of Seats that may be assigned for access to the Services is specified in the Order.

2. SERVICES.

2.1. Subject to Your compliance with the terms and conditions of these Terms of Use, InsideView will provide access to the Services, as described more fully on the Site, solely for Your own internal business purposes (and not for the use or benefit of any third party) and subject to any restrictions in Your Order, including access and use by the number of Seats identified in Your Order. InsideView reserves the right to modify or discontinue any aspect of the Services at any time, including the availability of any feature, database, or Content and/or impose limits on certain features and services and/or restrict Your access to parts of the Services by providing You with prior notice. In the event of a material modification or discontinuance with respect to the Services, You may, on written notice to InsideView, terminate the Services 10 days after InsideView’s receipt of such notice.

2.2. InsideView may periodically upgrade or enhance the Services at any time without notice to You.

3. TERM.

Your Subscription to the Services will be in effect for the time period set forth in Your applicable Order (the “Subscription Term”), which will automatically renew for additional Subscription Terms of the same duration unless either party provides notice of its intention not to renew at least thirty (30) days prior to the end of the then-current Subscription Term. Notification of non-renewal for monthly online orders may be given on or before each monthly billing cycle anniversary date. Any renewal Subscription Term is subject to the payment of the applicable renewal fees, if any, 30 days prior to the start of the next Subscription Term (or other period as set forth on the Order). InsideView reserves the right to change the applicable fees or charges and to institute new charges and fees at the end of the initial Subscription Term or then current renewal Subscription Term upon 60 days prior notice to You (which may be sent by email). Failure to pay the applicable renewal fees will result in automatic revocation and termination of the Services and all rights and licenses granted hereunder at the end of the existing Subscription Term.

4. FEES AND PAYMENT.

You shall pay to InsideView the applicable fees for the Services. Fees are due and payable at the beginning of the Subscription Term or in accordance with Your Order. If You provide credit card information to InsideView, You authorize InsideView to bill such credit card at the time You order any Services, for all Services set forth in the Order, and at the time of any renewal, for the amount charged for any renewal Subscription Term(s). If You did not pay by credit card, InsideView shall bill You through invoice, in which case payment is due 30 days from the invoice date or as described in Your Order. Delinquent payments are subject to late payment fees equivalent to 1.5% of the overdue balance per month (or the maximum permitted by law, whichever is lower), plus any expenses associated with collections. Payments must be made in US dollars. Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities, and You are responsible for all such taxes, excluding taxes based solely on InsideView’s income. If and when additional Seats are added to Your account, You will be invoiced for such additional Seats, which will be prorated for the balance of the then-current Subscription Term. Any billing disputes must be reported to InsideView in writing within 60 days of the date of the invoice. All fees paid are non-refundable. If Your account is 30 days or more overdue (except with respect to fees or charges for which there is a reasonable and good faith dispute), InsideView reserves the right to suspend the Services without liability until such amounts are paid in full, in addition to any of its other rights or remedies.

5. YOUR RESPONSIBILITIES.

You are responsible for all activity occurring under Your user accounts. You will: (i) maintain the accuracy, completeness, and timeliness (within 30 days of any change) of the information You provide in Your account registration and information You provide on Your users; (ii) purchase a sufficient number of Seats for your usage, e.g., assigning and using only one Seat per person (You shall not use or share a Seat among multiple users); (iii) notify InsideView of any changes to any users; and (iv) notify InsideView promptly of any unauthorized use of any password or account or any other known or suspected breach of security. You are responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other equipment and services needed for Your access to the Services. The Services may not be exported or re-exported directly or indirectly in violation of any applicable export laws or used for any purposes prohibited by such export laws.

6. RESTRICTIONS.

You agree not to: (i) use the Services except as expressly authorized in these Terms of Use; (ii) copy, modify, or create derivative works based on the Services; (iii) use any device, software, or routine that (a) interferes with any application, function, or use of the Services, or (b) is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication; (iv) resell, sublicense, time-share, or otherwise share the Services with any third party; (v) frame or mirror the Site; (vi) decompile, disassemble or reverse-engineer the underlying software that is part of the Services or otherwise attempt to derive its source code; (vii) use the Services either directly or indirectly to support any activity that is illegal; (viii) access the Services in order to build a competitive service or product; (ix) access the Services for purposes of monitoring its availability, performance or functionality absent InsideView written permission; or (x) authorize any third parties to do any of the above.

7. CONFIDENTIALITY.

As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), Customer Data, the Services, Content, business and marketing plans, technology and technical information, product designs, and business processes. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Confidential Information (except Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

8. PROPRIETARY RIGHTS.

InsideView and/or its licensors own all worldwide right, title and interest in and to the Services and the Content, in any form, format, forum, medium, means, or method now known or hereafter developed, including all related intellectual property rights throughout the world, and any suggestions, ideas, enhancement requests, feedback, recommendations that may be provided by You relating to the Services and the Content. You may not delete or in any manner alter the copyright, trademark, and other proprietary rights notices appearing on the Content or the Services. You agree to abide by all access and use restrictions contained in any Content made available through the Services. As between InsideView and You, You exclusively own all rights, title and interest in and to all Customer Data.

9. TERMINATION.

Either party may terminate this Agreement for cause upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period. InsideView may immediately suspend access to or terminate the Services if InsideView reasonably determines that Your actions are interfering with or disrupting the integrity or performance of the Services or are likely to cause legal liability for InsideView or its licensors or other customers. Further, with respect to the SalesView Free version of the Services, either party may terminate this Agreement for convenience at any time.

10. EFFECTS OF TERMINATION.

Upon any expiration or termination of the Subscription Term or the Agreement, the rights and licenses granted hereunder will automatically terminate, and You may not continue to use the Services. Termination shall not relieve You of the obligation to pay any fees accrued or payable to InsideView under the Agreement or applicable Order. The provisions of Sections 3 through 14 will survive termination. InsideView is under no obligation to retain Customer Data on expiration of the Subscription Term.

11. DISCLAIMER.

InsideView is not responsible or liable for the accuracy, content, completeness, legality, reliability, or availability of the Services or any Content and other materials displayed via the Services. You assume sole responsibility and liability for Your use of the Services, including, without limitation, any Content that is accessed therein. THE SERVICES AND ALL CONTENT THERIN ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. INDEMNITY.

InsideView will defend, indemnify and hold You harmless from and against any finally awarded damage, liability or cost (including reasonable attorneys’ fees) to the extent that it is based upon a third party claim that the Services, as provided by InsideView and used within the scope of these Terms of Use, infringes any third party’s U.S. copyright or trademark rights. You will defend, indemnify and hold InsideView and its licensors harmless from and against any finally awarded damage, liability or cost (including reasonable attorneys' fees) resulting from a third party claim that Your use of Customer Data, Content, or the Services: (i) in violation of this Agreement, infringes any third party’s U.S. copyright or trademark rights or has otherwise harmed a third party; or (ii) violates applicable law. A party’s obligation to indemnify the other party is contingent upon: (i) the indemnified party promptly notifying the indemnifying party in writing of the claim; (ii) the indemnifying party having sole control of the defense and of any negotiations for its settlement; and (iii) the indemnified party providing the indemnifying party with reasonable assistance, information, and authority necessary to perform the above.

13. LIMITATION OF LIABILITY.

13.1. IN NO EVENT SHALL INSIDEVIEW’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.

13.2. IN NO EVENT SHALL INSIDEVIEW OR ITS LICENSORS HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

14. GENERAL.

These Terms of Use are intended for the sole and exclusive benefit of the parties and is not intended to benefit any third party. Only the parties hereto may enforce it. If any provision is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. These Terms of Use are not assignable, transferable or sublicensable by You except with InsideView' prior written consent. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use. Each party must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Services, including those related to export regulations, data privacy, international communications and the transmission of technical or personal data. All notices required hereunder will be in writing and will be deemed to have been duly given when received/delivered. These Terms of Use shall be governed by the laws of the State of California without regard to its conflict of laws provisions. In the event that any legal action, including arbitration, is required to enforce or interpret any of the provisions of this Agreement, the prevailing party in such action shall recover all reasonable costs and expenses, including attorney's fees, incurred in connection therewith. Any waiver, amendment or modification of these Terms of Use must be in a writing signed by both parties. These Terms of Use (along with any applicable Order) are 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 these Terms of Use. To the extent of any conflict or inconsistency between the provisions in the body of these Terms of Use and any Order, the terms of such Order shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (except an Order) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.