Terms of Service - Inspect Point

Terms of Service

Last Updated: 02/04/2025

These Terms of Service (these “Terms”) are entered into by and between Zenpush, LLC d/b/a Inspect Point (“we,” “our,” “us,” or “Inspect Point”), on behalf of itself and any subsidiaries or affiliates involved in providing the Services (defined below) and you as a user of the Services (“you” or “your”). These Terms apply to your use of Inspect Point’s online platform and services including this website, the Inspect Point cloud computing platform, the Inspect Point API, and any Add-ons or other software or services offered by us in connection with the foregoing (collectively, the “Services”). These Terms constitute a legal agreement between you and Inspect Point and govern your use of the Services on behalf of yourself or the entity with which you are employed or engaged and on behalf of which you are accepting this Agreement (“Your Company”).

Please read these Terms carefully before you access, use, or provide your information to the Services. If Your Company has entered into a different customer agreement or Master Services Agreement (a “Principal Agreement”) with us, in the event of any conflict between a provision of these Terms and the Principal Agreement, the relevant provision of the Principal Agreement shall prevail to the extent of the conflict.

These Terms are also subject to and incorporate our Privacy Policy, which describes what information we collect from you as part of you and Your Company’s use of the Services and how we use that information. Please review the Privacy Policy carefully before submitting your personal information to the Services.

BY CLICKING ON THE “[I ACCEPT]” BUTTON AND ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT FOR AND ON BEHALF OF YOURSELF OR YOUR COMPANY, AND ARE DOING SO, AND (2) YOU HAVE READ, UNDERSTAND AND AGREE THAT YOU SHALL BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK ON THE “[RETURN]” BUTTON AND ACCESS WILL TERMINATE. IF YOU ARE NOT AUTHORIZED TO ENTER INTO AND BIND YOURSELF OR YOUR COMPANY TO THIS AGREEMENT, YOU MUST CLICK ON THE “[RETURN]” BUTTON.

INSPECT POINT MAY UPDATE OR MODIFY THESE TERMS AT ANY TIME, BY POSITING THE AMENDED VERSION INCLUDING THE EFFECTIVE DATE OF THE UPDATED VERSION. IF WE CHANGE THE TERMS IN ANY MATERIAL WAY, WE WILL NOTIFY YOU OF SUCH CHANGES AND YOU WILL HAVE THIRTY (30) DAYS BEFORE THE CHANGES TAKE EFFECT, DURING WHICH PERIOD OF TIME YOU MAY REJECT THE CHANGES BY TERMINATING YOUR ACCOUNT ON THE SERVICES OR ON WRITTEN NOTICE TO INSPECT POINT. IF YOU USE THE SERVICES AFTER THE DATE ON WHICH THE CHANGES TO TERMS ARE EFFECTIVE, INSPECT POINT WILL TREAT YOUR USE AS ACCEPTANCE OF THE UPDATED TERMS, AND YOUR USE OF THE SERVICES AFTER SUCH DATE SHALL BE SUBJECT TO THE UPDATED TERMS.

  1. REGISTRATION: YOUR ACCOUNT AND USE OF THE SERVICES
    • Registration Information. Registration for the Services requires a user’s name, email address, and/or other information that we may request as necessary to create your account (the “Registration Information”). Additionally, you may be required to create a username and password to securely access the Service. You certify that the Registration Information you have provided is your own contact information, that the information you have provided is true, accurate, current, and complete, and that, if applicable, Your Company has authorized you to use the Services. You must provide accurate and complete Registration Information any time you register to use the Services. You are responsible for the security of your passwords and for any use of your account.
    • Inaccurate Information. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
    • Use of the Services. You are responsible for your use of the Services and compliance with these Terms. You shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and will notify Inspect P promptly of any such unauthorized access or use. Your use of the Services must comply with all applicable laws, regulations and ordinances.
    • Limitations on Use. You agree not to (a) access (or attempt to access) the administrative interface of the Services by any means other than through the interface that is provided by Inspect Point in connection with the Services, unless you have been specifically allowed to do so in a separate agreement in writing signed by a duly authorized representative of Inspect Point, or (b) engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
  2. LICENSE FROM INSPECT POINT AND RESTRICTIONS
    • License to the Services. Subject to these Terms and, if applicable, the Principal Agreement, Inspect Point hereby grants you a limited, personal, worldwide, non-transferable, non-sublicenseable, non-assignable non-exclusive, and revocable license to use the software provided to you by Inspect Point as part of the Services. These Terms apply to and govern use of the Services by Your Company’s employees, or any agents or contractors to whom you or Your Company provide access to the Service in connection with your business (“Authorized Users”). You shall be responsible and liable for any Authorized User’s violation of these Terms and for their acts or omissions. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Inspect Point solely for your internal use or if applicable, for use on behalf of Your Company for its internal business purposes, in the manner permitted by the Terms.
    • Restrictions on Use. You shall not (and you may not permit anyone else to):
  • copy, modify, adapt, hack, or attempt to change or alter the Services or any materials thereon;
  • sell, resell, lease, distribute, host, rent, assign, license, sublicense, or otherwise transfer your rights under these Terms to any third party, or to include the Services in a bureau, time sharing, or outsourcing offering;
  • use, copy, create a derivative work of, or otherwise exploit the Services, including a portion thereof;
  • remove, delete, alter, obscure, or modify any trademarks, warranties or disclaimers, or any copyright or other intellectual property notices that appear on the Services;
  • access or use the Services in order to benchmark or compare the Services’ performance against another company’s products or services;
  • reverse engineer, decipher, decompile or otherwise attempt to extract the source code of the Services or any part thereof unless you have been specifically told that you may do so by Inspect Point, in writing;
  • attempt to disable or circumvent any security mechanisms used by the Services;
  • attempt to access computer systems or networks connected to any of our servers or to the Services, through hacking or any other means;
  • provide false information, impersonate another person or entity, or misrepresent your affiliation with any entity;
  • post on or transmit through the Services any material or content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or otherwise objectionable;
  • take any action that imposes an unreasonable or disproportionately large load on Inspect Point and/or our affiliates’ infrastructure;
  • probe, scan, or test the vulnerability of the Services or any network connected thereto;
  • disseminate, store, upload, or transmit files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any malicious code or program;
  • violate any applicable law or regulation in your use of the Services; or
  • use the Services if you have been suspended or barred from use.

 

Should any attempt to do any of the foregoing prohibited acts be made, we reserve the right, in addition to our other remedies, to seek damages (including without limitation attorneys’ fees) from any such individual or entity to the fullest extent permitted by law.

  • Third-Party Services. In the event Inspect Point provides to you, for your use, any third-party software or service, including any integration, interface, product, content, or other functionality that is offered to you through or in connection with the Services (the “Third-Party Services”), you acknowledge and agree that such Third-Party Services may be governed by additional terms and conditions of the applicable third-party provider. Inspect Point makes no representations or warranties and shall have no liability or obligations whatsoever in relation to the operation, content, or use of any Third-Party Services, such Third-Party Services’ use or security with respect to your data or Your Content (defined below), or any transactions completed in or through the same, with any such third party, whether or not any such products or services are designated as “approved” or “validated” and the like. Inspect Point cannot guarantee the continued availability of any Third-Party Services, and may cease or suspend provision of your access to any Third-Party Service at any time without entitling you to any refund or credit, if for example and without limitation, the provider of the Third-Party Service ceases to make the Third-Party Service available for interoperation with the Services in a manner acceptable to Inspect Point, or upon the expiration or termination of these Terms. You are responsible for complying with the applicable terms of service for any Third-Party Services with which you use the Services.
  1. DATA PRIVACY

The Services shall be subject to the privacy policy for the Services (the “Privacy Policy”) which is incorporated herein by this reference and which may be updated from time to time. The Privacy Policy is available at: https://www.inspectpoint.com/privacy-policy/. You agree to the use of your data in accordance with the Privacy Policy.

  1. FEES FOR USE OF THE SERVICES
    • Pricing. The pricing for services shall be mutually agreed to in writing between you and Inspect Point in an ordering document; such costs, referred to as the “Fees”. Unless otherwise stated, all Fees are quoted in U.S. Dollars.
    • Payment Terms. You are responsible for paying all Fees and applicable taxes as agreed in the ordering document. Unless otherwise agreed by the parties in writing, for all due and owing Fees, we will charge your credit card on a monthly basis. Payments not made by you by the associated invoice’s due date may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes.
    • Taxes. You are solely responsible for the payment of all taxes associated with these Terms or your use of the Services (other than the taxes based on Inspect Point’s net income). If Inspect Point is required to pay any such taxes, you will, upon receipt of our invoice, reimburse us for any taxes paid by Inspect Point. To the fullest extent permitted by law, refunds (if any) are at the discretion of Inspect Point and only in the form of credit for the Services. Nothing in these Terms obligates Inspect Point to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Inspect Point may be shared by Inspect Point with third-party service providers who work on Inspect Point’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Inspect Point and servicing your account in accordance with our Privacy Policy. Inspect Point reserves the right to discontinue or suspend the provision of the Services to you for any late payments.
    • Changes in Pricing. Inspect Point may change its fees and payment policies for the Services by notifying you at least thirty (30) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the Inspect Point website (or such other URL Inspect Point may provide from time to time).
  2. CONTENT ON THE SERVICES AND TAKE DOWN OBLIGATIONS
    • Responsibility for Your Content. You understand that to the extent you upload, input, submit or otherwise transmit or provide (collectively, “Input”) any information, data, text, or other materials (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) in connection with the Services (“Your Content”), you agree to provide true, accurate, and complete information and to refrain from impersonating or falsely representing your affiliation with any person or entity. All Inputting of Your Content is at your sole risk and exclusively responsibility. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISK RELATED TO THE INPUTTING OF YOUR CONTENT TO THE SERVICES. Inspect Point has no responsibility or liability for any disputes, communications, or issues between you and your customers.
    • License to Your Content. By Inputting Your Content to the Services, you grant, and you represent and warrant that you have the right to grant, to Inspect Point an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, copy, perform, display, and distribute Your Content and to prepare derivative works of, or incorporate into other works, Your Content, and to grant and authorize sublicenses of the foregoing. You further warrant that the use of Your Content by Inspect Point and its representatives will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties. Inspect Point will not pay you for Your Content or to exercise any rights related to Your Content set forth in this Section. Inspect Point claims no ownership or control over any of Your Content.
    • Removal of Content. Inspect Point reserves the right (but shall have no obligation) to remove any or all of Your Content from the Services. You agree to immediately take down any of Your Content that violates the Acceptable Use Policy, including pursuant to a take down request from Inspect Point. In the event that you elect not to comply with a request from Inspect Point to take down certain of Your Content, Inspect Point reserves the right to directly take down such content.
    • Disclaimer. You agree that you are solely responsible for, and that Inspect Point has no responsibility to you or to any third party for any data, information, results, or other materials that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Inspect Point may suffer) by doing so. You further acknowledge and agree that Inspect Point has no responsibility or liability for the deletion or failure to store any of Your Content and other communications maintained or transmitted through use of the Services.
  3. PROPRIETARY RIGHTS
    • Retention of Rights in the Services. The Services are for your internal business purposes or other personal, noncommercial use only. Except as otherwise provided by a third party, all trademarks, service marks, trade names, and logos (collectively, “Trademarks”) used and displayed in connection with the Services are registered and unregistered Trademarks of Inspect Point and/or its licensors and are the sole property of Inspect Point and/or our licensors. You acknowledge and agree that Inspect Point (or Inspect Point’s licensors) own all legal right, title and interest in and to the Services, including any proprietary data, reports, and output generated by or made available via the Services which you may access in connection with the Services, and any intellectual property rights which subsist in the foregoing (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Neither these Terms nor your use of the Services transfers any right, title, and interest to the Services or the materials therein. Any rights not expressly granted are reserved.
    • Anonymized Data. You acknowledge and agree that Inspect Point may also use, transform, copy, modify, disclose and otherwise exploit on a perpetual, irrevocable, fully paid-up, royalty free, worldwide basis Your Content that has been de-identified or anonymized as permitted by applicable law and any and all insights and/or analytic information derived from Your Content or your use of the Services, including without limitation usage statistics, analytic data, benchmarking data and/or similar types of insights and data that describe or relate to the performance, features or functionality of the Services.
  4. FEEDBACK; PUBLICITY
    • Ideas. You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products (“Ideas”). By submitting any Idea, you hereby assign your rights in those Ideas to us and agree that the Ideas will be owned by Inspect Point. You acknowledge and agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Inspect Point under any fiduciary or other obligation, and that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
    • Publicity. You agree that Inspect Point, in its sole discretion, may use your name and you hereby grant Inspect Point a limited, non-exclusive, worldwide, royalty-free right and license to use, publish, and display any of your Trademarks in presentations, marketing materials, customer lists, and financial reports for the purpose of advertising or publicizing your use of the Services.
  5. CONFIDENTIALITY
    • Confidential Information. The Services contains proprietary and confidential information of Inspect Point. “Confidential Information” means all information disclosed by Inspect Point to you, which is in tangible form and labeled “confidential” or the like, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. The following information shall be considered Confidential Information whether or not marked as such: Inspect Point’s technology, trade secrets, know-how, business operations, plans, strategies, customers, pricing, and information. Without limiting the foregoing, the Services are the Confidential Information of Inspect Point. Confidential Information does not include information that: (1) was rightfully known to you without restriction on use or disclosure prior to such information’s being disclosed or made available to you in connection with these Terms; (2) was or becomes generally known by the public other than by your noncompliance with these Terms; or (3) was or is received by you on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality. You shall use no less than a reasonable standard of care to safeguard the Confidential Information you receive. You will only use the Confidential Information to exercise your rights and perform your obligations under these Terms or as otherwise required by law.
    • Confidentiality Obligations. All Confidential Information revealed by or through a party to the other party shall be held in strict confidence by the receiving party and the receiving party shall not use Confidential Information for any purpose other than to fulfill its obligations as set forth herein. The receiving party agrees to use the same degree of care that it uses to protect its own confidential information of a like nature, and in no event less than a reasonable degree of care. The receiving party shall not disclose, disseminate, or otherwise publish or communicate Confidential Information to any person, firm, corporation, or other third party without the prior written consent of the disclosing party in each instance. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to those of its employees, directors, officers, contractors, agents, or other personnel (“Representatives”) to the extent those Representatives have a need to know such Confidential Information for the receiving party to satisfy its obligations hereunder and such representatives are bound by written confidentiality obligations no less stringent than those set forth herein.
    • Required Disclosure. In the event that the receiving party is required to disclose any Confidential Information of the disclosing party pursuant to a governmental or judicial order of a court of competent jurisdiction, the receiving party shall promptly notify the disclosing party sufficiently in advance and provide reasonable assistance, at the disclosing party’s expense, so that disclosing party may seek to object to such order or to make sure that such disclosure is subject to a protective order or confidentiality agreement, and shall disclose only the portion of Confidential Information required under such order.
    • Injunctive Relief. The parties acknowledge and agree that the remedy at law for any breach of this Section 8 may be inadequate and that the disclosing party shall be entitled to seek injunctive relief against any such breach or threatened breach, without posting any bond or showing of irreparable harm, in addition to any other remedy available to it at law or in equity.
  6. MODIFICATION OF THE SERVICES

Inspect Point is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that we may, from time to time and in our sole discretion, update, upgrade, replace, or modify the Services and any materials provided thereby, including by providing new release(s) or patches or fixes to the Services (each, an “Update”). Any such Update will be considered part of the Services and subject to these Terms. For clarity, Inspect Point may make such Updates without prior notice to you, subject to the terms in Section 4.3 if the Update will result in a change in pricing. Inspect Point shall also have the right to discontinue any service or feature or function of the Services, with reasonable prior written notice to you.

  1. TERM AND TERMINATION OF THE SERVICES
    • Term. Unless otherwise set forth in your ordering document, these Terms will continue in full force or effect for a period of twelve (12) months (the “Services Period”) unless earlier terminated. YOUR ACCESS TO THE SERVICES WILL AUTOMATICALLY RENEW AT THE END OF THE INITIAL SERVICES PERIOD (AND ANY SUBSEQUENT RENEWAL PERIOD) UNLESS YOU HAVE PREVIOUSLY CANCELLED YOUR SUBSCRIPTION TO USE THE SERVICES BY PROVIDING NO LESS THAN THIRTY (30) DAYS’ NOTICE BEFORE THE END OF THE THEN-CURRENT SERVICES PERIOD.
    • Termination for Cause. Either party may terminate these Terms if the other party materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days of receiving written notice of such breach.
    • Termination by Inspect Point. You agree that Inspect Point, in its sole discretion and for any or no reason, may terminate your account or any part thereof upon at least thirty (30) days prior written notice to you. You agree that Inspect Point will not be liable to you or any third party for such termination.
    • Suspension. You acknowledge and agree that Inspect Point may suspend your access to the Services if you violate these Terms, if we reasonably believe that you are using the Services in a manner that may cause harm to us or any third party, and if we receive requests to do so by authorized law enforcement or government agencies. If we suspend your access to the Services as described in this Section, you agree that we have no liability or responsibility to you and will not refund amounts that you have already paid, to the fullest extent permitted under applicable law.
    • Effect of Termination. Upon termination of these Terms, all rights and licenses granted to you with respect to the Services will immediately terminate, and you shall immediately discontinue use of the Services. You are solely responsible for exporting Your Content from the Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity (but in no event longer than thirty (30) days) to retrieve Your Content.
    • Survival. Upon any termination of the Services, Sections 2.2 (Restrictions on Use); 5 (), 6 (Proprietary Rights), 7 (Feedback; Publicity) 8 (Confidentiality) 10.5 (Effect of Termination), 10.6 (Survival), 12 (Limitation of Liability), 13 (Indemnification), and 17 (General Legal Terms) shall continue to be effective.
  2. EXCLUSION OF WARRANTIES
    • Services Provided As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ALL OF THE SERVICES AND INFORMATION PROVIDED BY AND THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
    • Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH HEREIN, INSPECT POINT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL WARRANTIES OF ANY KIND REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, AND ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, INSPECT POINT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.
    • Use of the Services by Fire Protection Professionals. The Services are designed for use by fire protection and inspection entities and their personnel. If you are a fire protection professional or other authorized employee, agent, or contractor of such a provider, you acknowledge and agree that the Services are not intended to drive or direct inspections or mitigation measures, and are not intended to be relied upon by a provider or its customers to make a decision regarding the results of any fire inspection or remediation measure or recommendation. All suggestions on the Services should be independently reviewed and assessed by qualified fire protection and inspection personnel. You shall be responsible for any acts or omissions taken by you or your Authorized Users in reliance on the Services.
  3. LIMITATION OF LIABILITY
    • Disclaimer of Damages. YOU EXPRESSLY UNDERSTAND AND AGREE THAT INSPECT POINT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICES, INCLUDING AS RELATED TO THE USE OR INABILITY TO USE THE SERVICES OR OTHER INFORMATION CONTAINED THEREIN. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. IN NO EVENT WILL INSPECT POINT, OUR SUBSIDIARIES AND AFFILIATES, AND/OR OUR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE MATERIALS PROVIDED ON THE SERVICES.
    • Liability Cap. IF ANY EXCLUSION, DISCLAIMER, OR OTHER PROVISION CONTAINED IN THESE TERMS IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION, AND INSPECT POINT, OR ONE OF ITS SUBSIDIARIES, LICENSORS, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR EMPLOYEES BECOMES LIABLE FOR LOSS OR DAMAGE THAT COULD OTHERWISE BE LIMITED, INSPECT POINT’S AGGREGATE LIABILITY TO YOU WITH RESPECT TO CLAIMS RELATING TO THIS AGREEMENT, WHETHER IN BREACH OF CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    • Applicability of Limitations. THE LIMITATIONS ON INSPECT POINT’S LIABILITY TO YOU IN THIS SECTION 11 SHALL APPLY WHETHER OR NOT INSPECT POINT HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT INSPECT POINT’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
  4. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to and shall defend, indemnify and hold Inspect Point and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any claims, suits, proceedings, accidents, losses, damages (actual and consequential), judgments, liabilities, costs and expenses (including reasonable attorneys’ fees), injury or damage of any kind and nature to any person or property (collectively, “Claims”) arising from or relating in any way to (a) your breach of the Terms, (b) your use of or access to the Services, (c) your violation of applicable laws, rules or regulations in connection with the Services, or (d) Your Content, except to the extent such Claim is directly and proximately caused by Inspect Point’s gross negligence or willful misconduct. Inspect Point will provide you with written notice of such claim, suit or action. You shall maintain liability insurance adequate to fund the foregoing indemnity obligation.

  1. COPYRIGHT POLICY

You agree to set up a process to respond to notices of alleged infringement that comply with the United States’ Digital Millennium Copyright Act (“DMCA notices”). It is Inspect Point’s policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. For more information, or if you believe that information or content contained on the Services infringes on your copyright, please contact Inspect Point as set forth in “Contact Us” below.

  1. THIRD-PARTY CONTENT AND LINKS

The Services may include hyperlinks to other web sites or content or resources or email content that are not controlled by Inspect Point. You acknowledge and agree that Inspect Point is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. Inspect Point is not responsible for terms of service, or any other governing terms or conditions of other websites linked via the Services. You acknowledge and agree that Inspect Point is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

  1. CHANGES TO THE TERMS

Inspect Point may make changes to the Terms from time to time. If we change the Terms in any manner that would affect your rights or obligations under these Terms, we will provide notice to you by email or otherwise, and you will have (30) days before the changes take effect, during which period of time you may reject the changes by terminating your account through the Services or on written notice to Inspect Point. You understand and agree that if you use the Services after the date on which the changes to Terms are effective, Inspect Point will treat your use as acceptance of the updated Terms, and your use of the Services after such date shall be subject to the updated Terms.

  1. GENERAL LEGAL TERMS
    • Entire Agreement. The Terms and the agreements referenced herein constitute the whole legal agreement between you and Inspect Point and govern your use of the Services (but excluding any services which Inspect Point may provide to you under a separate written agreement), and completely replace any prior agreements between you and Inspect Point in relation to the Services.
    • No Third-Party Beneficiaries. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture; neither party shall have the authority to bind the other in any manner except as expressly provided in these Terms.
    • Language and Interpretation. If Inspect Point provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
    • Communications. By using the Services, you expressly agree that Inspect Point may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Inspect Point website. By providing Inspect Point your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
    • Waiver. If either party does not exercise or enforce any legal right or remedy which is contained in the Terms (or which such party has the benefit of under any applicable law), this will not be taken to be a formal waiver of such party’s rights and those rights or remedies will still be available to such party. A waiver will only be effective when in writing and signed by an authorized representative of the waiving party.
    • Force Majeure Events. Inspect Point shall not be deemed in breach of these Terms or liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances. In the event of such a force majeure event, the time for performance or cure shall be extended for a period equal to the duration of the force majeure event.
    • Dispute Resolution; Governing Law. The Terms, and your relationship with Inspect Point under the Terms, shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. Without limiting the terms of Section 17.9 below, you and Inspect Point agree to submit to the exclusive jurisdiction of the courts located within the county of Saratoga, NY to resolve any legal matter arising from the Terms. Each party, knowingly, for itself, its’ successors and assigns, waives all right to trial by jury of any claim arising with respect to these Terms or any matter related in any way thereto.
    • Assignment. Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Services upon written notice to the assigning party.
    • Arbitration. You agree that all claims, counterclaims, disputes, and other matters arising out of or relating to these Terms (including ordering document entered into in connection with these Terms) shall be finally settled by binding arbitration, conducted in accordance with the American Arbitration Association rules. Such arbitration will be conducted in the county of Saratoga, New York; provided, that either party may seek injunctive relief from any court of competent jurisdiction. The costs of any arbitration shall be split and borne equally between the parties and such costs are not subject to shifting by the arbitrator. The parties acknowledge and agree that the arbitrator’s decision will be final and binding, and any court having jurisdiction can enter judgment upon the award. No damages excluded by or exceeding the limitations in this Agreement will be awarded.
    • Severability. In the event that any provision contained herein shall be determined to be contrary to a provision of state or federal law or to be unenforceable for any reason, then, to the extent necessary and possible to render the remainder of this Agreement enforceable, such provision may be modified or severed so as to, as nearly as possible, carry out the intention of the parties hereto, considering the purpose of the entire Agreement in relation to such provision. The invalidation of one or more terms of this contract shall not affect the validity of the remaining terms.
    • Contact Us. If you have any questions about these Terms, the practices of Inspect Point, or your dealings with the Services, please contact us at sales@inspectpoint.com.