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.
1.7. “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.
2.2. 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.
2.5. 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.
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.
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.
9.3. Either party may terminate cost-free Services under an Order for convenience at any time upon email notice to the other.
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.
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.
13.5. 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.
Last Updated: November 9, 2016