Terms of Service

Insiten, Inc. (“Insiten,” “we,” or “our”) provides a variety of business tools, including via a mobile application (collectively, the Service), and website, including but not limited to www.tacklebox.app (the “Websites”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms”), are entered into by and between Insiten and the organization agreeing to these Terms (“Customer” or “you”), and constitute a legally binding agreement governing your access to and use of the Service and Websites. These Terms are effective on the earliest of: (a) the date Customer clicks a button indicating its agreement with of these Terms; (b) Customer entering into an Order Form or similar form referencing or otherwise incorporating these Terms; or (c) Customer’s use of the Service or Websites (the “Effective Date”).  If you are entering into these Terms on behalf of your organization, that organization is deemed to be the Customer and you represent that you have the power and authority to bind that organization to this Terms. By using the Service and Websites, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at www.tacklebox.app/privacy, incorporated herein by reference.

1.      Service and Websites.

a. Eligibility Requirements. The Service and Websites are offered and available to users who are 16 years of age or older, and reside in the United States or any of its territories or possessions. By using the Service and Websites, you represent and warrant that you are of legal age to form a binding contract with Insiten and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Service and Websites.

b.      Modification or Discontinuation of the Service. We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Websites, at our own discretion and without further notice, however, if we make any change in the core functionality of the Service that, in our sole discretion, is materially adverse, then we will notify you by posting an announcement on the Websites and/or via the Service or by sending you an email.

c. Future Features and Functionality. You hereby acknowledge that your purchase of the Service is not contingent on the delivery by us of any future release of any functionality or feature. Our Service may update automatically when a new version is available.

2. Account Registration and Security. To access the Service and Websites, you may be asked to provide certain registration details or other information. You agree to provide us information that is correct, current, and complete. You agree that all information you provide to register with the Service and Websites or otherwise is governed by our Privacy Policy [www.tacklebox.app/privacy], and you consent to all actions we take with respect to your information consistent with our Privacy Policy.  If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

3.      Intellectual Property Rights.

a. Our Intellectual Property. The Service and Websites and their entire contents, features, and functionality, including service marks, any and all related technology and any modifications, enhancements or derivative works thereof (collectively, “Insiten Materials”) are the property of Insiten, its licensors, or other providers of such material, and may be protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and on the Websites.  You agree to notify Insiten immediately upon becoming aware of any claim that the Service or Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. As between you and Insiten, Insiten retains all right, title and interest, including all intellectual property rights, in and to the Insiten Materials.

b. Your Access Rights.  Subject to your compliance with these Terms,  we grant you a limited, non-exclusive, non-sublicenseable, non-transferable, right to access and use the Service and Websites solely for your internal business purposes during the applicable Subscription Term, subject to any limitation set forth in the Order Form. No right, title, or interest in or to the Service or Websites or any content on the Service or Websites is transferred to you, and all rights not expressly granted are reserved by Insiten.

c. Use Restrictions.  Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or Websites to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Websites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Websites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Websites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Websites, or any part thereof; (v) take any action that imposes or may impose (at Insiten’s sole discretion) an unreasonable or disproportionately large load on the Insiten’s infrastructure or infrastructure which supports the Service or Websites; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Websites, or any related activities; (vii) remove, deface, obscure, or alter Insiten’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Websites, or use or display logos of the Service or Websites without Insiten’s prior written approval; (viii) use the Service or Websites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party to do any of the foregoing. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Service or Websites in breach of the Terms, your right to use the Service and Websites will stop immediately and you must, at our option, return or destroy any copies of the materials you have made.

d. Additional Prohibited Uses. You agree not to use the Service or Websites: (i) in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (ii) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (iii) to impersonate or attempt to impersonate Insiten, an Insiten employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing); (iv) to send, knowingly receive, upload, download, use or re-use any material that does not comply with the Content Standards set out in these Terms of Use, or (v) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service or Websites, or which, as determined by us, may harm Insiten or users of the Service and Websites, or expose them to liability.

4. Your Customer Data.

a. Customer Data. Customer Data is any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any user and is processed by us on Customer’s behalf (the “Customer Data”).  You own all right, title, and interest in and to Customer Confidential Information and Customer Data, including all related intellectual property rights. You grant Insiten and its authorized third party service providers a worldwide, royalty-free, non-exclusive license to host, copy, access, process, transmit, and display Customer Data: (a) to maintain, provide, and improve the Service and perform under these Terms; (b) to prevent or address technical or security issues and resolve support requests; (c) to investigate in good faith an allegation that a user or Customer Data is in violation of these Terms; (d) to comply with a valid legal subpoena, request, or other lawful process, or (E) at Your direction or request or as permitted in writing by You.

b. De-Identified Data. By submitting Customer Data, You further grant to Insiten a nonexclusive, worldwide, paid-up, royalty-free, perpetual and irrevocable right and license to de-identify all Customer Data and create derivative works of the de-identified data set and to use, copy, process, analyze, execute, reproduce, display, perform, transfer, distribute, and sublicense the data set and such derivative works in any technology now existing or later developed.  Subject to the Your sole continuing ownership of the Customer Data, Insiten shall own all such de-identified data sets, and all products, solutions and services that it creates using the data sets, and all of the intellectual property rights embodied in and related to the data sets and such products, solutions and services.

c. Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service; and (ii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. We assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it.

d. Sensitive/Personal Information. Customer agrees that it shall not use the Service to send or store personal information subject to special regulatory or contractual handling requirements (e.g., Payment Card Industry Data Security Standards, the Gramm-Leach-Bliley Act, the Health Insurance Portability and Accountability Act, and any similar data protection laws) including without limitation: credit card information, credit card numbers and magnetic stripe information, social security numbers, driver’s license numbers, passport numbers, government issued identification numbers, health-related information, biometric data, financial account information, personally identifiable information collected from children under the age of 13 or from online services directed toward children, and real time geo-location data which can identify an individual, or information deemed “sensitive” under applicable law (such as racial or ethnic origin, political opinions, or religious or philosophical beliefs).

e.      Feedback on the Websites. The Websites may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post) content or materials (collectively, “Feedback”) on or through the Websites.  Any Feedback you post to the site will be considered non-confidential and non-proprietary. By providing any Feedback on the Website, you grant us and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.  You represent and warrant that you own or control all rights in and to Feedback and have the right to grant the license granted above to us and our respective licensees, successors, and assigns.

5. Copyright Infringement. If you believe that any Feedback violates your copyright, please see our DMCA Policy (at the bottom of this page) for instructions on sending us a notice of copyright infringement. It is the policy of the Company to terminate the user accounts of repeat infringers.

6. Reliance on Information Posted.  The information presented on or through the Websites is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Websites, or by anyone who may be informed of any of its contents.

7. Third-Party Products and Services.

a. The Service and Websites may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Insiten, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Insiten. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

b. You may install or enable third party services for use with the Service, such as online applications or offline software products (“Third-Party Services”). Any use by you of such Third Party Services is solely the responsibility of you and the third-party provider. You acknowledge that such third party providers may have access to Customer Data in connection with the interoperation and support of such Third Party services with the Service. To the extent you authorize the access or transmission of Customer Data through a Third Party Service, Insiten shall not responsible for any use, disclosure, modification, or deletion of such Customer Data or for any act or omission on the part of the third party provider or its service.

8. Subscription Terms. If you purchase a subscription to the Service via the Websites (“Online Subscription”) or pursuant to any ordering document (“Order Form Subscription”), the following terms of subscription shall apply:

a. Subscription Term. The Service is provided on a subscription basis for a term defined in the Online Subscription or in the Order Form Subscription (the “Subscription Term”).

b. Cancellation. You may cancel your subscription at any time, provided that you remain responsible for any outstanding fees for the entire Subscription Term. All fees are nonrefundable. Online Subscriptions can be cancelled directly at www.tacklebox.app. Order Form Subscriptions can be cancelled by emailing [email protected] .

c. Auto-Renewal. Each Subscription Term renews automatically for an additional Subscription Term equal in length to the original Subscription Term unless notice of non-renewal is given at least seven (7) days prior to the expiration of the then current Subscription Term.

d. Fees, Billing and Payment. Subscription fees are set forth in the applicable Online Subscription or Order Subscription Form. You shall pay all fees when due and are responsible for providing complete and accurate billing information to Insiten. We may change the fees and charges in effect or add new fees and charges from time to time. If you purchase a subscription to the Service via credit card or other electronic means, you authorize Insiten to charge such fees using your selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable. Where you designate use of a third-party payment processor network, you will be responsible for payment of all associated fees and charges. You are responsible for all sales, use, value added or other taxes of any kind other than taxes based on Insiten’s net income. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less. Insiten reserves the right to suspend your account, in addition to all other available rights and remedies, if you fail to pay any outstanding fees.

e. Term and Termination. These Terms commence on the Effective Date and shall remain in effect until all Subscriptions to the Service granted in accordance with these Terms have expired or been terminated. Either party may terminate these Terms if the other party: (a) is in material breach of these Terms and fails to cure such breach within thirty (30) days following receipt of written notice from the non-breaching party, except that termination will take effect on notice in the event of a breach of Section 3(c) (“Use Restrictions”) or 3(d) (“Additional Prohibitions”); or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within sixty (60) days. Upon expiration or termination of these Terms for any reason, all Subscriptions and any other rights granted to Customer under these Terms shall immediately terminate, and Insiten may immediately deactivate Customer’s account(s) associated with these Terms. In no event will any termination relieve Customer of the obligation to pay any fees accrued or payable to Insiten. The following sections shall survive expiration or termination of these Terms: 3 (“Intellectual Property Rights”), 8(d) (“Fees, Billing, and Payment”), 8(e) (“Term and Termination”), 12 (“Confidentiality”), 13 (“Disclaimer of Warranties”), 14 (“Indemnification”), 15 (“Limitation on Liability”), and 16 (“Miscellaneous”).

9. Information About You and Your Visits to the Service and Websites. All information we collect on the Service and Websites is subject to our Privacy Policy [www.tacklebox.app/privacy]. By using the Service or Websites, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

10.  Linking to the Website and Social Media Features.

a. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.  

b. The Websites may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Websites; (ii) send emails or other communications with certain content, or links to certain content, on the Websites; (ii) cause limited portions of content on the Websites to be displayed or appear to be displayed on your own or certain third-party websites.  You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with. Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) cause the Websites or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking; (iii) link to any part of the Websites other than the homepage; (iv) otherwise take any action with respect to the materials on the Websites that is inconsistent with any other provision of these Terms of Service. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice in our discretion.

11.  Links from the Websites. If the Websites contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

12.  Confidentiality.

a. Definition of Confidential Information. During the course of performance under these Terms, each party may make available to the other party information that is not generally known to the public and at the time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information specifically includes, but is not limited to, the Service, any Order Form(s) entered into by the parties, Customer Data, business plans, product plans and roadmaps, strategies, forecasts, projects and analyses, financial information and fee structures, business processes, methods and models, and technical documentation. Confidential Information does not include information that (a) is or becomes publicly available without breach of these Terms by the receiving party; (b) was known to the receiving party prior to its disclosure by the disclosing party; (c) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (d) is or was lawfully received by the receiving party from a third party under no obligation of confidentiality.

b. Protection of Confidential Information. Except as otherwise expressly permitted under these Terms, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit, or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. The receiving party may disclose the disclosing party’s Confidential Information to its employees, Affiliates, consultants, subcontractors, agents, or advisors (“Representatives”) who have a strict need to access the Confidential Information for the purpose of performing under these Terms and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in these Terms. Either party may disclose the terms of these Terms to potential parties to a bona fide fundraising, acquisition, or similar transaction solely for purposes of the proposed transaction, provided that any such potential party is subject to written non-disclosure obligations and limitations on use no less protective than those set forth herein.

c. Compelled Disclosure. The receiving party may access and disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding; provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to such access or disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures. If the receiving party is compelled by law to access or disclose the disclosing party’s Confidential Information as part of a civil proceeding to which the disclosing party is a party, the disclosing party will reimburse the receiving party for the reasonable costs of compiling and providing secure access to such Confidential Information. Receiving party will furnish only that portion of the Confidential Information that is legally required to be disclosed, and any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

13.  Disclaimer of Warranties.

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Service or Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR WEBSITES OR ITEMS OBTAINED THROUGH THE WEBSITES OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICE OR WEBSITES, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE SERVICE, WEBSITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS

OBTAINED THROUGH THE SERVICE OR WEBSITES IS AT YOUR OWN RISK. THE SERVICE, WEBSITES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR WEBSITES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER INSITEN NOR ANY PERSON ASSOCIATED WITH INSITEN MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE OR WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER INSITEN NOR ANYONE ASSOCIATED WITH INSITEN REPRESENTS OR WARRANTS THAT THE SERVICE, WEBSITES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR WEBSITES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICE, WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, INSITEN HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14.  Indemnification. You agree to defend, indemnify, and hold harmless Insiten, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Service or Websites, including, but not limited to, your Customer Data, Feedback, any use of the Service’s or Websites’ content, services, and products other than as expressly authorized in these Terms, or your use of any information obtained from the Service or Websites.

15.  Limitation on Liability.

a. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR THE APPLICABLE SERVICE OR WEBSITES IN THE LAST 12 MONTHS OUT OF WHICH LIABILITY AROSE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

b. IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES, OR LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

c. Export Compliance. The Service may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that neither it nor any of its users are named on any U.S. government denied-party list. Customer shall not permit any user to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. Customer and its users shall not use the Service to export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with these Terms without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction Customer operates or does business.

d. Geographic Restrictions.  The owner of the Service and Websites is based in the State of Georgia in the United States. We provide the Service and Websites for use only by persons located in the United States. We make no claims that the Service and Websites or any of its content is accessible or appropriate outside of the United States. Access to the Service or Websites may not be legal by certain persons or in certain countries. If you access the Service or Websites from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

16.  MISCELLANEOUS

a. Governing Law and Jurisdiction. All matters relating to the Service, Websites and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia, in each case located in the City of Atlanta and County of Fulton. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

b. Arbitration. At Insiten’s sole discretion, it may require You to submit any disputes arising from these Terms of Service or use of the Service or Websites, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Georgia law.

c. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE OR WEBSITES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

d. Notice.  Insiten may give general notices related to the Service that are applicable to all customers by email, text, in-app notifications, or by posting them on the Insiten website or through the Service and such electronic notices shall be deemed to satisfy any legal requirement that such notices be made in writing. Other notices must be sent via email, first class, airmail, or overnight courier to the addresses of the parties provided herein or via an Order Form and are deemed given when received. Notices to Insiten must be sent to 147 Technology Pkwy #200 Peachtree Corners, GA 30092.

e. Relationship of the Parties. The parties are and shall be independent contractors with respect to all services provided under these Terms. These Terms does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to these Terms. Without limiting the foregoing, a Customer’s users are not third-party beneficiaries to Customer’s rights under these Terms.

f. Force Majeure. Insiten shall not be liable for delayed or inadequate performance of its obligations hereunder to the extent caused by a condition that is beyond Insiten’s reasonable control, including, without limitation, civil disturbance, acts of terrorism or war, labor conditions, governmental actions, interruption or failure of the Internet or any utility service, failures of third-party hosting services, and denial of service attacks (each, a Force Majeure Event”). Insiten shall be relieved from its obligations as long as the Force Majeure Event lasts and hinders the performance of said obligations. Insiten shall promptly notify Customer and make reasonable efforts to mitigate the effects of the Force Majeure Event.

g. Modifications. Insiten may revise these Terms from time to time by posting the modified version on its website. If, in Insiten’s sole discretion, the modifications proposed are material, Insiten shall provide Customer with notice in accordance with Section 16(d), at least fifteen (15) days prior to the effective date of the modification being made. By continuing to access or use the Service after the posted effective date of the modifications to these Terms, Customer agrees to be bound by the revised version of these Terms.

h. Waiver and Severability. No waiver by Insiten of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Insiten to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

i. Entire Agreement. The Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and Insiten regarding the Service and Websites and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service and Websites.  

j. Your Comments and Concerns. The Service and Websites are operated by Insiten, 147 Technology Pkwy #200 Peachtree Corners, GA 30092. All notices of copyright infringement claims should be sent to the copyright agent designated in our Copyright Policy (at the bottom of this page) in the manner and by the means set out therein. All other feedback, comments, requests for technical support, and other communications relating to the Service or Websites should be directed to: [email protected]app.

 

DMCA Policy

It is our policy to respond to claims of infringement in compliance with the Digital Millennium Copyright Act of 1998 (“DMCA”). If you believe that any content appearing on the Service or Websites, including content created and/or displayed by Insiten or other material provided through a link, infringes your copyright, you should notify us in accordance with the procedure set forth below.

To be effective, the notification must be in writing and contain the following information:

1. Identify the copyrighted work that you claim has been infringed;

2. Identify the material that is claimed to be infringing and where it is located on the Service;

3. Provide reasonably sufficient information to permit us to contact you, such as your address, telephone number, and, e-mail address;

4. Provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law;

5. Provide a statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner; and

6. Provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner;

7. Deliver the DMCA Notice, with the above information completed, to our Designated DMCA Agent with “DMCA Takedown Request” in the subject line to:

Insiten, Inc.

147 Technology Pkwy #200

Peachtree Corners, GA 30092

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please be aware that this procedure is only for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.

In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers. We may also limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Last Modified: May 13, 2020