InsideView Terms of Use

These terms and conditions (“Terms of Use”) govern use of the Services (as defined below) provided to you and/or the business you represent (together “You” and “Your”) by InsideView Technologies, Inc. (“InsideView”) through the InsideView website located at http://my.InsideView.com/ (the “Site”) or other means provided or permitted by InsideView. 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 ACCESS OR USE THE SERVICES OR CONTENT. INSIDEVIEW MAY MODIFY, UPDATE, CHANGE, DISCONTINUE, ADD OR REMOVE ANY OR ALL PARTS OF THE SERVICES AND/OR THESE TERMS OF USE AT ANY TIME. CHANGES TO THESE TERMS OF USE AND/OR SERVICES WILL BE EFFECTIVE ON THE DATE POSTED ON THE INSIDEVIEW WEBSITE.

1. DEFINITIONS.

1.1 “Company records” means company/business entity information as may be identified in an Order.

1.2 “Contact records” means information related to certain employees of certain companies/business entities as may be identified in an Order.

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

1.4. “Customer Data” means proprietary data, documentation, information or materials provided by You to InsideView in connection with the Services. Customer Data excludes the Content.

1.5. “Order” means a separate online or written document (e.g., the InsideView Order Form, or other format approved by InsideView) describing the type of Service, Subscription Term (defined below), pricing, and any restrictions other information about the Services provided by InsideView. Each Order shall be effective when signed or electronically authorized by You and InsideView.

1.6. “Professional Service(s)” means training, integration, provisioning or custom services InsideView may perform for You pursuant to an Order or a statement of work (“SOW”) that expressly state they are subject to these Terms of Use.

1.7. “Records” means Content Records or Company Records, as applicable.

1.8. “Seat” means a license for a single individual to use certain  Subscription Services if specified in the applicable Order. Seats are assigned to named individual users authorized by You to Use the Subscription Services and who have been supplied user identifications and passwords by You or by InsideView on Your behalf. You shall assign Seats to users who are Your employees, consultants, contractors and agents provided that You are responsible for their usage and may reassign Seats as required by your reasonable business requirements (e.g. reassigning seats of terminated employees). The maximum number of Seats you may use and assign is specified in the Order and the number of Seats licensed under an Order may not be decreased during the Subscription Term.  Seats cannot be shared, but an individual Seat can be transferred from one of your employees to another so long as not more than one individual has access to such Seat.

1.9. “Services” means Subscription Services, Professional Services, and any other products or services identified in the applicable Order.

1.10. “Subscription Services” means the proprietary Content, data, information, products, services, online or offline applications provided by InsideView via the Site or other internet-enabled mechanism as specified in the Order that are licensed for the timeframe specified in the applicable Order.

1.11 “Term” means the Subscription Term and/or any other timeframe or term specified in an Order.  For clarity, some Orders may have more than one Term for different line-itemed purchases, and each Term shall govern the related line-item specified in the applicable Order.

1.12  “UoM” on an Order means the unit of measure (e.g., Seats, Records, etc) being licensed for the particular Service identified on the applicable Order.

2. SERVICES.

2.1. Subject to Your payment of applicable Fees and compliance with the terms and conditions of these Terms of Use and any other terms applicable to Your Order, You may use the Services and Content, solely for Your own internal business purposes (and not for the use or benefit of any third party) and subject to the quantities, and any terms and restrictions, specified in Your Order. In the event that Your Order includes APIs, such Order will also be deemed to be subject to all terms and conditions of the API Terms of Use located at https://www.insideview.com/api-terms-internal-use/, which is incorporated herein by this reference.

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

2.3. Third Party Services. The Subscription Services may enable You to link to third party sites or applications (“Third Party Services”). InsideView does not endorse, warrant, or control such Third Party Services, and is not responsible for the legality, quality, accuracy, integrity, fitness, reliability, or availability of any Third Party Services You purchase or connect to, or any descriptions or promises related to the foregoing. Your agreement to use such Third Party Services is solely between You and such third party provider. If You enable Third Party Services for use with the Services or access the Subscription Services from the Third Party Services, You acknowledge InsideView may access and use basic account information solely as required for provisioning of such Third Party Services with the Subscription Services, including providing Customer Data to such Third Party Apps. If You do not want to permit the exchange of Customer Data or account information with Third Party Apps, You may prohibit or restrict such access by not enabling such Third Party Apps for use with the Subscription Services.

2.4. Use of Customer Data and Its Use. You are solely responsible for the collection, selection, arrangement, accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. 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 as may be reasonable or necessary for InsideView to provide the Services to You. You understand that such license is necessary to provide the Services and any limitation or restriction of such license may preclude InsideView’s ability to provide the Services.

2.5. Corrections to Content. To the extent You provide InsideView with corrections to Content, InsideView shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Content, any such corrections.

2.6. General Obligations For Data. InsideView’s privacy policy can be found at http://www.insideview.com/privacy-policy and https://www.insideview.com/mobile-app-privacy-mobileversion/ and, together with these Terms of Use, as relates to subscribers, states the complete terms and conditions applicable to InsideView’s use of Your personally-identifiable information.

3. TERM.

Professional Services are subject to the term stated in the applicable Order and will not automatically renew unless otherwise indicated in the Order. Your subscription to the Subscription Services (including Seats, volume-based products such as Records, and availability of non-volume based Subscription Services during the Subscription Term, each as identified in the applicable Order) will start on the date specified in and continue for the duration specified in Your Order (the “Subscription Term”). The Subscription Term will automatically renew for additional Subscription Terms of the same duration unless either party provides written notice of its intention not to renew at least thirty (30) days prior to expiration of the then-current Subscription Term. 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).

4. FEES AND PAYMENT.

4.1. You shall pay to InsideView all applicable fees for the Services. Fees are due and payable as of the Effective Date or in accordance with the Order and this Section 4.1. If You provide credit card information to InsideView, You authorize InsideView to transmit customer identifying information in order to bill such credit card, at the time You order any Services as set forth in the Order and, at the time of any renewal, for the amount charged for any renewal Subscription Term(s). Payments other than by credit card will be invoiced by InsideView due and payable thirty (30) days from the Effective Date or as otherwise agreed by the parties in the 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 fees may not be offset.  Use in excess of the quantity of pre-purchased UoM (e.g., Records) specified in an Order will be subject to overages invoiced monthly in arrears at InsideView’s standard rates in place at the time of use (provided that if other rates are specified in the Order, then such overage rates will instead apply).  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.  You will be responsible for all fees and costs incurred by InsideView (including without limitation attorneys’ fees) to collect fees due under Your Order(s).

4.2. Additional Services. If and when you purchase additional Services after Your initial Order, You will be invoiced for such additional Services, which may be prorated for the balance of the then-current contract year and will renew, alongside with your existing Order, for subsequent one-year renewal periods.

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 Use of 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 or Content except as expressly authorized in these Terms of Use; (ii) copy, modify, or create derivative works based on the Services or Content; (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) access for purposes of monitoring the availability, performance, or security of the Services without InsideView’s express written consent; (v) frame or mirror the Site or Services or otherwise simulating the appearance or function of the Site or Services; (vi) decompile, disassemble or reverse-engineer the underlying software that is part of the Services or otherwise attempt to derive its source code; (vii) test the Services (applications, APIs or otherwise) including without limitation You shall not implement or conduct automated or manual scanning, testing, system profiling, or conduct (or engage or permit any third parties to conduct) any other activities intended to discover vulnerabilities, along with load and performance; (viii) use the Services or Content either directly or indirectly to support any illegal activity; (ix) access the Services or Content in order to build, license or otherwise distribute a competitive service or product; (x) resell, sublicense, time-share, distribute or otherwise share the Services or Content with any third party; (xi) use the Services or Content for the purpose of compiling, supplementing or amending any mailing list, business directory, or like compilation of information that is distributed to a third party; (xii) use the Services or Content to market products or services of any kind to individual consumers; (xiii) use the Services or Content in evaluating any consumer with respect to credit worthiness, a financial, insurance or employment decision, or with respect to eligibility for any government-granted license or benefit (xiv) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Services; (xv) use bots or other automated methods to access the Services, add or download contacts, send or redirect messages, or perform other activities through the Services, unless explicitly permitted by InsideView; and/or (xvi) authorize or permit any third parties to do any of the above.

7. CONFIDENTIALITY.

This clause shall replace and supersede any nondisclosure agreement(s) that may have previously been entered into by You and InsideView.

7.1. 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 Orders), 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.

7.2. The obligation of nondisclosure set forth herein shall not apply to any Confidential Information 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 including through the Services. The obligation of non-disclosure shall not apply when the Receiving Party is required to disclose by applicable law, rule or regulation of any court or government agency of competent jurisdiction, or pursuant to legal process; provided that the Receiving Party gives Disclosing Party prompt written notice of the requirement to disclose, reasonable assistance in the opposing or limiting of such disclosure and limits such disclosure to that portion of the information strictly required by such court, government agency or legal process.

8. PROPRIETARY RIGHTS.

8.1. 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.

8.2. As between InsideView and You, You own all rights, title and interest in and to all Customer Data.

9. TERMINATION.

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 and/or temporarily or permanently deactivate your account, in its sole discretion, if InsideView reasonably determines that (i) Your actions are materially interfering with, causing substantive harm to, and/or disrupting the Services or are causing material legal liability to InsideView, its licensors or other customers; (ii) that You are, or are enabling third parties to engage in any of the restricted activities or actions stated in Section 6 of these Terms of Use. In the event that InsideView suspends Your access to the Services, InsideView will use commercially reasonable efforts to provide contemporaneous notice to You and, where reasonable to do so (in InsideView’s sole discretion), try to 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. Either party may terminate cost-free Services under an Order for convenience at any time upon email notice to the other.

9.4. Effects Of Termination. Upon any expiration or termination of the Term, 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 effected Orders, which shall be Your sole and exclusive remedy. Upon termination by InsideView for Your material uncured breach, You will remain obligated to pay the full value of the Fees owed for the entire Term for all effected Orders. For clarity, termination shall not relieve You of the obligation to pay any Fees accrued or payable to InsideView under these Terms of Use or the 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. WARRANTY, DISCLAIMER.

10.1. Professional Services. InsideView hereby represents and warrants it will provide the Professional Services in a professional, workmanlike manner.

10.2. Clarifications. 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 or delays in removing, inaccurate, unlawful or otherwise objectionable information. Except as expressly provided, InsideView is not responsible or liable for the accuracy, completeness, reliability, or availability of the Services or Content. You assume sole responsibility and liability for Your use of the Services, including, without limitation, any Content that is accessed therein.

10.3. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1 ABOVE, THE SERVICES, INCLUDING CONTENT, ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY INSIDEVIEW TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10.4. You hereby represent and warrant that You will use the Services and Content strictly within the scope of these Terms of Use (and any other applicable terms as stated in these Terms of Use, the applicable Order(s) and/or other document(s) executed by both parties) and that You have obtained all necessary consents, and have sufficient, right, title or authority to provide InsideView with copies of or access to any Customer Data which You have divulged, transmitted or disclosed to InsideView under these Terms of Use and that you will use any Content provided to You in accord with all applicable laws.

11. INDEMNITY.

You will defend InsideView and its licensors against a third party claim: (i) that the Customer Data, or Your use of Content in violation of this Agreement, infringes any third party’s U.S. copyright or trademark rights or has otherwise harmed a third party or violates applicable law; (ii) arising from Your breach of sections 6 and/or 10.4 of these Terms of Use, or Your unlawful redistribution of Content, or Services, and You will indemnify InsideView against any associated damages, liability or costs, or attorney’s fees awarded by a court of final appeal or settlements to which You consent. Your indemnity obligation shall not apply with respect to a claims caused by InsideView’s violation of applicable law.

12. LIMITATION OF LIABILITY.

12.1. IN NO EVENT SHALL INSIDEVIEW OR ITS LICENSOR’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.

13.1. These Terms of Use are intended for the sole and exclusive benefit of the parties and are not intended to benefit any third party. If any provision is deemed 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.

13.2. Assignment. These Terms of Use are not assignable in whole or in part by You except with InsideView’s prior written consent. Any purported assignment in violation of this Agreement shall be null and void.

13.3. Agency, Compliance with Law. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use. Each party must abide by all applicable laws and regulations in connection with the Services and these Terms of Use and any other use terms applicable as provided herein. All notices required hereunder will be in writing and are deemed given when received/delivered.

13.4. Choice of Law; Dispute Resolution. These Terms of Use (and any other use terms cross-referenced by these Terms of Use) and all Orders and SOWs 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 all disputes or claims arising out of or related to these Terms of Use (and any other use terms cross-referenced by these Terms of Use) and all Orders and SOWs by and between You and InsideView..

13.5. Trademarks. All trademarks are the property of their owners; no endorsements are indicated. InsideView is permitted to identify you, and to use Your logo, in its marketing materials and website during the Term; provided, however, that you may provide written notice to InsideView at any time to revoke this right.

13.6. Modification. To the maximum extent permitted under law, InsideView reserves the right to modify the terms and conditions of these Terms of Use at any time, effective upon the posting of an updated version of these Terms of Use. You are responsible for regularly reviewing these Terms of Use. Continued use of the Services after any such changes shall constitute Your consent to such changes.

13.7. Complete Understanding. These Terms of Use and any other use terms cross-referenced in these Terms of Use (along with all applicable Order(s)) 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 and such Order(s). 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 to the extent of the conflict.

13.8. Waiver. The failure of either party at any time to require performance of the other party of any provision of these Terms of Use shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of these Terms of Use be taken or held to be a waiver of any further breach of the same provision.

Last Updated: November 9, 2016