This Subscriber Agreement enables you ("Site Owner" or "You") to use the software licensed by Insights Inc. ("Site Operator" or "We"), during a limited period of time ("License Period"). It defines your rights and obligations toward users and guests in a website ("Your Website"), which is derived and operated by using our code ("Software"). It also governs the additional consulting and support services you will receive from us ("Services").
1. OUR SERVICES
1.1 We grant you a limited, non-exclusive, revocable, non-transferable and non-sublicensable right to launch and use a website created and managed by our software.
1.2 A website will enable you to create a project, define a question, gather advice from stakeholders through different channels, make decisions and communicate with users.
1.3 We will host your website and all of its data, including user personal information, on our servers. However, you own the data, and this ownership is NEVER transferred to Insights.
1.4 Your license might be integrated with separate, limited consulting services to help you design your project, manage it, turn advice into insights and draft your decisions.
1.5 Our software is updated automatically, without a prior notice. We will do our best to provide you with the best experience, but we cannot guarantee 100% success.
1.6 We take industry standard technical and organizational security measures to store, process and transfer your data, and to protect it against unauthorized access.
1.7 Our consulting partners and project managers will do their best to assist you, but we can decide at any time that a reasonable support was given and no more work will be done.
1.9 Your license is given on an "AS IS" and “AS AVAILABLE” basis.
2. YOUR OBLIGATIONS
2.1 You commit yourself to use the website in a proper way, for the purpose of gathering stakeholder advice and integrating it into decisions, and in accordance with our binding terms & policies.
2.2 You declare that you have the legal authority to upload contents, use personal information and send messages to users, in accordance with all applicable regulations and rules.
2.3 For all legal purposes, YOU ARE THE SENDER and YOU ARE THE OWNER of any message, contact information and content. You will never approach users who did not give you an explicit permission to do that.
2.4 You will bear sole and full responsibility for any data offence related to your website, even if done so unintentionally by you or by project owners and administrators you appointed. Your responsibility cannot be shared, and you will compensate us for any cost that we will bear to protect this clause.
2.5 You understand that the internet is an open space and that our ability to protect sensitive information is limited. Even in private projects, users might share data with others. You will take full responsibility for any damages caused by the exposure of sensitive data.
2.6 You may not, directly or indirectly, modify, create derivative works of, sell, assign, lease, timeshare, rent, distribute, market, sublicense, transfer, decompile, reverse engineer or attempt to derive the source code of our software and services.
2.7 You have no license or rights in the human readable code of the software, and no right to patents, copyrights, trademarks, or any other rights that is not defined here.
3. YOUR TEAM
3.1 As Site Owner, you are legally responsible for all project owners and administrators on your website (“Your Team”). You can appoint them, let them appoint others or remove their privileges. Once they are appointed, you bear the full responsibility for their actions, including any emails and texts they send to others.
3.2 Owners and administrators (of sites and projects) have the ability to create projects, upload users, export information and manage all contents of their project or their website. As such, they are at-risk of making mistakes.
3.3 As the Site Owner, you are responsible for selecting owners and administrators. You are also responsible for guiding them on how to fulfill their role, making sure they comply with our terms & policies and maintain the confidentiality of their passwords.
3.4 We reserve the right to suspend accounts of owners and administrators who violate our terms & policies or use our websites in a way that might create any kind of risks for them, for you, for other users or for us.
3.5 You are liable for EVERY ACTION taken by you or by other owners or administrators on your website or one of the projects. You hereby commit to defend yourself in any court or in any procedure that might be taken following an action on behalf of your team. You will also indemnify Insights for any cost this might entail.
4. TERMS AND TERMINATION
4.1 Our services are licensed on a project-basis (one project over a period of no more than six months) or on a time-basis (a limited amount of projects running at any given moment). They might include a consulting service in addition to our software license, so that both terminate together.
4.2 The type of license you purchase will be stated when you subscribe. It shall start from the day you received your license details by email. In project-based license, your license expires once decisions are made. In time-based license, you won’t be able to launch new questions in the last 14 days of your subscription.
4.3 Once your license expires, we reserve the right to remove your website from the internet, delete its data or suspend it until a new license is purchased. Users will not be able to access your website. You can launch a new website at any stage by buying a new subscription.
4.4 We will bill you at the beginning of your subscription or on the renewal date. When you buy a license with consulting services, we will bill 50% when you log in and 50% when insights are submitted to you. We expect payments within thirty (30) days after an invoice is sent. Fees are non-refundable unless required by law.
4.5 In the event that you fail to make the payment due after the thirty (30) day notice period, Insights.US has the right to block access to your website. We reserve the right to also inform your users that the website is suspended due to a payment issue.
4.6 In the event that you ask to terminate our services we will not refund payments already made. We will adopt any future charges and remove your website. If you send us an explicit request, we will also delete your data forever. Your obligations under our terms & policies DO NOT expire after you terminate our services.
5. COPYRIGHTS & CONFIDENTIALITY
5.2 The website is licensed, and not sold, to you. Insights.US and/or its third party licensors retain all intellectual property rights in the software, including updates, modifications, customizations and enhancements thereof. You understand that the structure, sequence, code, method and organization of our software are the valuable trade secrets of Insights, and constitute our confidential information.
5.3 In PUBLIC WEBSITES, which are open for every person and every web crawler, you grant us an irrevocable right to share contents on other websites, use them for marketing purposes or publish them on the internet or other media channels.
5.4 In PRIVATE WEBSITES, we will never share your contents, but we will generate aggregative data on the number of users, projects, actions and impact that is based on the contents. We might publish this data without revealing its source.
5.5 Unless you paid a fee for acquiring a license and defined your website as private, we reserve the right to include the name and logo of your organization in our list of clients, and advertise the outline of your project and its impact.
5.6 When you buy our consulting services, our consulting partner will be directly committed to your confidentiality, and will not disclose any information about your project, your concerns, your discussions or your insights and decisions.
6. SUPPORT & WARRANTY
6.1 SUPPORT. We are committed to the highest standards of service delivery. Please email firstname.lastname@example.org if you find any error, bug or failure, and we will do our best to fix it within one business day, especially if your report concerns one of the key functions required to deliver the service. We might provide you with a fix, patch or workaround, or we might ask you to wait for our next version.
6.2 SOFTWARE WARRANTY. Having stated our commitment, no provision in this agreement shall imply that we provide any warranty to your website. We cannot guarantee that your website will always function, that there will be no bugs, that every error will be fixed, that users will do tasks or that you will get significant insights.
6.3 “AS IS” RULE. Our software is provided on an “AS IS” and “AS AVAILABLE” basis, and Insights does not make any warranties, express or implied, that the website will meet your requirement or that it will be uninterrupted or error free. You acknowledge and agree that we can also not be responsible and cannot control any passing or transmission of information via the internet.
6.4 SERVICE WARRANTY. When you buy our service, one of our partners will work with you. However, we cannot guarantee that the insights curated by our partner will satisfy you or that the advice you get will be effective or useful for you. Aside from sending you the insights, we cannot warranty for your success.
6.5 FUTURE FEATURES. We are keen to get better! Please share with us on email@example.com any advice you have on how our software can be improved.
7.1 BY SITE OWNER. You agree to defend Insights and its affiliates against any third party claim arising from your use of the software if the claim concerns any violation of our terms & policies, whether this violation was committed or not. You will indemnify and compensate Insights for any damage, loss or expense incurred in relation to such claims, including but not limited to attorney’s fees.
7.2 BY INSIGHTS. Insights agrees to defend you against any third party claim that our services infringes copyrights or patent rights of others, and will pay any cost arising out of such a claim, provided we are given notice, assistance and sole authority to defend or settle such a claim. We share no liability if you violated our terms & policies or if the claim is not directly related to our website.
7.3 PROCEDURES. Both parties will provide prompt and early notice once the need for indemnification is starting to materialize. Parties will make all necessary effort to defend the claim. The indemnifying party will have full authority over the defense, unless the other party joins the defense at its own expense or the other party is required to admit liability or make any payment as part of a settlement.
8.1 PROPER USE. We expect you and the users on your website to use our software and services properly and reasonably, for the purposes defined in our terms & policies. If we believe in good faith that Insights is being exploited or users are being manipulated, we will ask you as Site Owner for clarifications in fifteen (15) days and, after considering your reply, might suspend or terminate one or more of our services.
8.3 THIRD PARTY SOFTWARE. We may integrate software that was licensed from third parties, which may include open source software. Such software is subject to other terms and conditions. To the extent of any conflict between the terms, the Third Party Terms shall prevail in connection with the related software. We do not and cannot make any warranty or indemnity with respect to this software.
8.5 LIMITATION OF LIABILITY. Under no circumstances shall Insights or its partners, licensors, employees, agents, owners or any other affiliates be liable for any indirect, incidental, consequential or exemplary damages arising from the use of our software, including loss of data or business. We are also not liable for any loss of data, business, revenues or goodwill, or for any damage resulting from having unauthorized access to our services. The aggregate liability of Insights and its affiliates under this agreement shall not exceed the amount you paid to us within the twelve (12) month period prior to the event resulting in our liability, assuming you haven’t violated our terms & policies.
8.6 US GOVERNMENT AGENCY. If you are a United States Government Agency, you agree that our software is a “commercial computer software”, pursuant to FAR 12.212 and/or DFARS 227.7202-3, as applicable. Your rights shall apply only to the specific agency and program for which our software is obtained. We will also not state or imply in our publications that you recommend or endorse Insights in any way, although we might show your name - as any other name - in our list of customers.
8.7 CONTRACTUAL RELATIONSHIPS. You acknowledge that your only engagement is with the Site Operator. This agreement does not create any contractual relationships between you and any of the affiliates, partners, licensors, owners or employees of the Site Operator. You will have no claims and no disputes with anyone except Insights.US.
8.8 SEVERABILITY. If any provision of our terms & policies is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of all other provisions shall not in any way be affected or impaired, and a valid legal and enforceable provision of similar intent and economic impact shall be substituted.
Should you have any questions or concerns about this Subscribers Agreement, you may email firstname.lastname@example.org, call +1 (202) 9993777 or send us a letter to 1776 Campus, 1133 15th Street NW, Washington DC 20005.