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. 

 

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.

 

2.2. InsideView may make modifications including periodic upgrades or enhancements and changes to the Services at any time without notice to You.  InsideView reserves the right to discontinue offering the Services at the end of Your Subscription Term.

 

2.3. InsideView does not warrant, and is not responsible for the legality, quality, accuracy, integrity, fitness, reliability, or availability of any third party applications, content or services (“Third Party Apps”) that You may purchase or connect to, through or with the Services or any descriptions or promises related to the foregoing.  Your agreement to use such Third Party Apps shall be solely between You and such third party provider.  If You install or enable Third Party Apps for use with the Services or access the Services from the Third Party Apps, You acknowledge InsideView may access and use Customer Data or basic account information as required for provisioning and/or interoperation of such Third Party Apps with the Services. If You do not want to permit the exchange of Customer Data or account information with Third Party Apps, the Services allow You to restrict such access by not enabling or by un-enabling such Third Party Apps for use with the Services.

 

2.4. InsideView shall have the right to access and use Your Customer Data for the limited purposes of delivering the Services, responding to service or technical problems, or, on Your request, providing training and professional services to You.

 

2.5. Subject to the terms and conditions of these Terms of Use, including InsideView’s confidentiality obligations, You hereby grant InsideView a non-exclusive, royalty-free, worldwide license to use the Customer Data and perform all acts with respect to the Customer Data as may be necessary for InsideView to provide the Services to You.  InsideView hereby agrees to access and use the Customer Data solely for Your benefit and as set forth in this Section and these Terms of Use.  As between InsideView and You, You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.

 

3. TERM.  Your subscription to the Services will start on the date specified in the Order and be in effect for the period set forth in Your applicable Order (the “Subscription Term”).  The Subscription Term 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.  Any Services subscription or renewal Subscription Term is subject to the payment of the applicable renewal fees, if any, 30 days prior to the start of the 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).  Notification of non-renewal for monthly online orders may be given on or before each monthly billing cycle anniversary date.  

 

4.1. You shall pay to InsideView the applicable fees for the Services. Fees are due and payable as of the Effective Date or in accordance with the 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 an invoice, in which case payment is due 30 days from the Effective Date or as described in Your Order.  Delinquent undisputed invoices 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, or other currency listed in the Order.  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.  All fees paid are non-refundable, and the number of Seats purchased may not be decreased during the relevant Subscription Term as stated on the Order Form.  Any billing disputes must be reported to InsideView in writing within 60 days of the date of the invoice.  If Your account is 30 days or more past due (except with respect to fees or charges for which there is a reasonable and good faith dispute), this shall be a material breach, and 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.  

 

4.2. Additional Seats. 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.  The Subscription Term of the additional Seats shall be coterminous with the expiration of the Subscription Term in effect at the time the additional Seats are added.   

 

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); and (iii) 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 law.

 

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 or Services in an unauthorized manner; (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 illegal activity; (viii)  use the Services in consumer credit reporting; (ix) access the Services in order to build a competitive service or product; (x) access for purposes of monitoring the availability, performance, or security of the Services without InsideView consent; (xi) use the Services or Content to market products or services of any kind to individual consumers; (xii) 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), 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, except that InsideView may share customer identifying information with third parties with whom You have an existing business relationship including communications to users, processing of payments, and other actions required for the Site operations.  The obligation of nondisclosure set forth herein shall not apply to any Confidential Information (except Customer Data) that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party including; (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; (iv) is received from a third party without breach of any obligation owed to the Disclosing Party; nor shall the obligations of confidentiality apply to any information that You, or Your users post on third party websites.  

 

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 or any of your users 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. 

 

9.1. Either party may terminate this Agreement for cause upon 30 days written notice if the other party breaches any material provision of these Terms of Use and does not cure such breach prior by the end of such thirty (30) day period. 

 

9.2. InsideView may immediately suspend access to the Services if InsideView reasonably determines that Your actions are materially interfering with, causing substantive harm to, or disrupting the Services or are causing material legal liability to InsideView, its licensors or other customers.  In the event that InsideView suspends Your access to the Services, InsideView will use commercially reasonable efforts to provide prior notice to You and resolve the issues causing the suspension of Services.  You agree that InsideView shall not be liable to You or to any other third party for any suspension of the Services pursuant to this Section 9.2.

 

9.3. Further, with respect to the Free version of the Services, either party may terminate an Order under this Agreement for convenience at any time.  

 

9.4. 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. Upon termination by You for InsideView’s material uncured breach, InsideView will refund You any unused prepaid fees for the remainder of the Subscription Term for all affected Orders.  Upon termination by InsideView for Your material uncured breach, You will pay the full value of the fees owed for the remainder of the Subscription Term for all effected Orders.  Termination shall not relieve You of the obligation to pay any fees accrued or payable to InsideView under the Agreement or applicable Order after the date of termination, except where You have terminated due to InsideView’s uncured material breach.  The provisions of Sections 4 through 13 will survive termination. InsideView is under no obligation to retain Customer Data on termination.  

 

10. DISCLAIMER.  InsideView is not responsible for damages suffered by users for their actions taken in reliance on InsideView supplied content, including losses for purchases or sales of any securities or investments.  Except as expressly provided, InsideView is not responsible or liable for the accuracy, completeness, reliability, or availability of the Services or any Content 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 THEREIN 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. 

 

11.1. InsideView will defend and indemnify You from and against any damage, liability or cost, or settlements to which InsideView consents, including reasonable attorneys’ fees, to the extent 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.  InsideView’s indemnity obligation shall not apply with respect to a claims arising out of (i) Your use or supply of unauthorized or infringing Customer Data (ii) any modification or alteration of the Services or Content (other than by InsideView), (iii) Your violation of applicable law (iv) materials furnished by You.

 

11.2. You will defend and indemnify InsideView and its licensors from and against any damage, liability or cost including reasonable attorneys' fees resulting from a third party claim that: (i) Your use of Customer Data, Content, or the Services (a) in violation of this Agreement, infringes any third party’s U.S. copyright or trademark rights or has otherwise harmed a third party; or (b) violates applicable law; or (ii) there is unlawful redistribution of content, software or services provided to You by InsideView.  Your indemnity obligation shall not apply with respect to a claims caused by InsideView’s violation of applicable law.

 

11.3. 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.

 

12.1. 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 THE LIABILITY. 

 

12.2. 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. 

 

13. GENERAL.  These Terms of Use are intended for the sole and exclusive benefit of the parties and are 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 in whole or in part by either party except with the other party’s prior written consent, except that either party may assign without consent: (i) to an affiliate or (ii) to a successor in the event of a merger, corporate reorganization, or acquisition involving all or substantially all of a party’s assets.  Any purported assignment in violation of this Agreement shall be null and void.  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 are deemed 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. Venue for any dispute shall be the state and federal courts located in San Francisco County, California which shall have exclusive jurisdiction to adjudicate disputes arising out of this Agreement. 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. All trademarks are the property of their owners; no endorsements are indicated.  Except as provided, any waiver, amendment or modification of these Terms of Use must be in writing signed by both parties.  InsideView reserves the right to modify these Terms of Use from time to time.  The modified Terms of Use will be posted on the Site.  You should check the Site from time to time for updates.  You agree that Your use of the Services after such a change will be deemed full and adequate acceptance of the modified Terms of Use.  These Terms of Use (along with any applicable Order) are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel 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 Your 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.