InEight Terms of Use/ Service

THESE TERMS OF USE / SERVICE (THE “TERMS”) ARE A LEGAL AGREEMENT BETWEEN YOU (“USER” OR “YOU”) AND INEIGHT INC. AND ITS SUBSIDIARIES (“INEIGHT”) WITH RESPECT TO YOUR ACCESS OR USE WWW.INEIGHT.COM WEBSITE AND ANY OTHER ONLINE SITES HOSTED BY INEIGHT (THE “SITES”).

INEIGHT LICENSES AND/OR GRANTS USE OF ITS SOFTWARE PRODUCTS AND SERVICES TO COMPANIES (“CUSTOMERS”) THAT HAVE EXECUTED A SEPARATE AGREEMENT WITH INEIGHT (A “SOFTWARE AGREEMENT”).  ONLY A CUSTOMER WHO HAS EXECUTED A SOFTWARE AGREEMENT AND SUCH CUSTOMER’S AUTHORIZED USERS MAY ACCESS AND USE INEIGHT SOFTWARE PRODUCTS AND SERVICES.  THESE TERMS APPLY TO THE EXTENT REFERRED TO IN, OR ABSENT, SUCH SOFTWARE AGREEMENT.  IN THE EVENT OF A CONFLICT BETWEEN ANY APPLICABLE SOFTWARE AGREEMENT AND THESE TERMS, THE SOFTWARE AGREEMENT WILL GOVERN.

YOUR RIGHT TO ACCESS AND USE OF THE SITES AND INEIGHT SOFTWARE PRODUCTS AND SERVICES (AS APPLICABLE) (COLLECTIVELY THE “INEIGHT CONTENT’’) IS CONDITIONED UPON YOUR ACCEPTANCE OF THESE TERMS.  IF YOU DO NOT ACCEPT THESE TERMS,  YOU MAY NOT ACCESS OR USE THE INEIGHT CONTENT (UNLESS PERMITTED UNDER A SOFTWARE AGREEMENT), AND MUST DELETE INEIGHT CONTENT FROM YOUR SYSTEMS.

Intellectual Property Ownership
Any and all intellectual property rights associated with InEight Content, including without limitation any inventive concepts, know-how, publicity rights, trademarks, trade secrets, copyrights and patents (“Intellectual Property”), are the sole property of InEight or its third-party licensors, and may not be copied, reproduced, modified, uploaded, downloaded, transmitted, or distributed in any way. Except for the limited use of the InEight Content as provided in these Terms, InEight does not grant to you any express or implied use or licenses or other rights to InEight’s or any third party’s Intellectual Property. You may use the InEight Content only for your personal/internal business purposes. InEight’s Intellectual Property in InEight Content is protected by copyright, trade secret, and other intellectual property laws and by international treaties, all of which provide rights and obligations that are supplemental to the rights and obligations set forth in these Terms.

Copyright in the information contained in InEight Content is established under the relevant copyright laws and applicable international treaties, and such information is owned by InEight or its licensors. All rights are reserved. Except as permitted under relevant copyright laws or other laws, no part of InEight Content may be reproduced, modified or transmitted in any form by any process without the express written consent of InEight.

Copyright Claim Notification
Pursuant to the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), notifications of claimed copyright infringement should be sent to InEight by mail or email as noted below. If you fail to provide notification as required under DMCA, your notification may be ineffective. Any material misrepresentations by you regarding alleged infringement may result in damages under DMCA. Notifications should include signature of the owner of the copyright or the person authorized to act on the owner’s behalf, and:

• Identification of the copyrighted work(s) claimed to have been infringed;
• Identification of the material that is claimed to be infringing and that is to be removed or disabled, and information reasonably sufficient to permit location of the material;
• Information reasonably sufficient to permit InEight to contact complaining party, such as an address, telephone number, email address;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Attention: Copyright Agent
InEight Inc.
9977 N. 90^th Street, Suite 250
Scottsdale, AZ  85258
privacy@ineight.com

User Responsibilities/ Acceptable Use
To the extent you are permitted access to the InEight Content, you are required to comply with the applicable Software Agreement and these Terms.  You shall not enable others to access the InEight Content under your access credentials. You must notify InEight in the event that you become aware of any violation of these Terms concerning the use of the InEight Content.  You are responsible for any and all violations of these Terms by anyone accessing the InEight Content through your access ID/login. InEight reserves the right to make necessary unscheduled deployments of changes, updates or enhancements to the InEight Content at any time, and to terminate your access and use of the InEight Content at any time for any reason or no reason, without any liability.

If you are accessing a free trial version of the InEight Content, you may only use such trial version of the InEight Content during the trial period for the purpose of evaluating the InEight Content and not for any commercial purpose.  InEight may terminate your access to the trial version and the trial version may automatically cease operation at any time, without notice.

You must: (1) provide all equipment necessary for accessing and utilizing the InEight Content; and (2) provide for your own access to the World Wide Web and pay any telephone service and any other fees or charges associated with your access.

You understand and agree that you are solely and entirely responsible for any and all activities that occur under your user login. You agree to immediately notify InEight of any unauthorized use of your login or any other breach of security of which you are aware. In the event of any such unauthorized use by any third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use.  You will provide InEight with such cooperation and assistance related to any such unauthorized use as InEight may reasonably request.

You agree that you will use the InEight Content in a manner that complies with all applicable, international, federal, state, provincial and local laws, as well as InEight’s Privacy Statement (available on InEight’s website www.InEight.com) and any other policies or user guides distributed in connection with the InEight Content. Subject to InEight’s obligations under its Privacy Statement, you acknowledge that you are solely responsible for any information or materials (“User Materials”) that you upload, download, transmit or otherwise process using the InEight Content.

You shall not: (i) resell, rent, lend, lease, distribute, or timeshare the InEight Content (including on a “service bureau” basis) or otherwise provide third parties with access to or grant third parties rights to the InEight Content; (ii) circumvent or otherwise interfere with any authentication or security measures of the InEight Content or access the InEight Content other than through approved means; (iii) interfere with or disrupt the integrity or availability of the InEight Content; (iv) send SPAM or any other form of duplicative and unsolicited messages through the InEight Content; (v) use InEight Content to design or create a program, environment or application substantially similar in function to the InEight Content; (vi) violate any online help files or written instruction manuals and all other materials regarding the InEight Content provided by InEight to you (“InEight Documentation”); (vii) transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs; (viii) deceive or defraud third parties; (ix) defame, abuse, harass, or otherwise violate the legal rights (such as rights of privacy) of others, or publish, post, upload, distribute or disseminate any inappropriate, defamatory, infringing, obscene, indecent or unlawful material or information, (x) use the Sites to advertise or perform any commercial solicitation, or (xi) otherwise in any way, or in connection with any activity, that is unlawful, illegal, fraudulent or harmful, or violates any laws or any rights of third parties. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the InEight Content.

Privacy
In order to operate and provide the InEight Content we collect certain information about you, and may also automatically upload information about your computer or device, your use of the Products, and performance thereof. We use and protect that information as described in our Privacy Statement. For detailed information regarding InEight’s use of your information please read our Privacy Statement found at www.InEight.com. You further acknowledge and agree that we may access or disclose information about you, including the content of your communications, in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of InEight or our customers, including the enforcement of our agreements or policies governing your use of the Products; (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of InEight employees, customers, or the public, and (d) provide to you, and support your use, of the InEight Content, as applicable. We retain the right to block or otherwise prevent delivery of any type of file, email or other communication to or from the InEight Content as part of our efforts to protect the InEight Content, protect our customers, or stop you from breaching these Terms. The technology or other means we use may hinder or break your use of the InEight Content.

Security
You are prohibited from violating or attempting to violate the security of the InEight Content (Products) and Sites, including without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network (including, without limitation, via means of submitting a virus to the Sites or Products, overloading, flooding, spamming, mail bombing or crashing); (d) by using any device, software or routine to interfere or attempt to interfere with the proper working of the Sites or Products or any activity being conducted on the Site; or (e) by using or attempting to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site or Products other than generally available third party Web browsers.

Termination
In the event that you violate any provision of these Terms or fail to pay fees due InEight for use of the InEight Content, then InEight may immediately terminate these Terms and your access and use of InEight Content.

WARRANTY DISCLAIMER
YOUR USE OF THE INEIGHT CONTENT IS SUBJECT TO ALL WARRANTY DISCLAIMERS SET FORTH IN THE SOFTWARE AGREEMENT AND THE FOLLOWING DISCLAIMER.

INEIGHT MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY INEIGHT CONTENT OR ANY THIRD PARTY PRODUCTS PROVIDED WITH THE INEIGHT CONTENT. EXCEPT AS EXPRESSLY PROVIDED UNDER THE APPLICABLE SOFTWARE AGREEMENT, INEIGHT CONTENT AND ALL OTHER MATERIALS, PRODUCTS AND SERVICES PROVIDED BY INEIGHT ARE PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND INEIGHT DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. INEIGHT DOES NOT AUTHORIZE ANYONE TO MAKE WARRANTIES ON ITS BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. INEIGHT AND ITS SERVICE PROVIDERS DO NOT WARRANT THAT YOUR USE OF INEIGHT CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE. INEIGHT CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE INEIGHT CONTENT. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS INEIGHT’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.

YOU UNDERSTAND AND AGREE THAT ANY MATERIALS DOWNLOADED, UPLOADED, STORED OR TRANSMITTED BY YOU THROUGH USE OF INEIGHT CONTENT IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM THE DOWNLOAD, UPLOAD, STORAGE AND/OR TRANSMISSION OF SUCH MATERIAL.

LIMITATION OF LIABILITY
YOUR USE OF THE INEIGHT CONTENT IS SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT AND THE FOLLOWING LIMITATIONS OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL INEIGHT, ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS, PARTNERS, SERVICE PROVIDERS OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY “INEIGHT PARTIES”) BE LIABLE WHETHER IN CONTRACT, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR OTHERWISE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF THE CONTENT, AND LOSS OR INACCURACY OF INFORMATION), ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE INEIGHT CONTENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF INEIGHT WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT SHALL THE TOTAL COLLECTIVE LIABILITY OF INEIGHT PARTIES FOR ALL CLAIMS UNDER OR IN ANY WAY RELATED TO THESE TERMS EXCEED THE AGGREGATE FEES PAID TO INEIGHT BY YOU UNDER THESE TERMS IN THE TWELVE MONTHS PRECEEDING THE EVENTS GIVING RISE TO THE CLAIM.

Indemnity
You agree to indemnify and hold InEight and its suppliers, licensors, vendors, service providers, subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable lawyer’s fees, made by any third party due to or arising out of your use of InEight Content, or User Materials you submit, transmit, store, upload or download through InEight Content.

Export
InEight Content may be subject to international trade laws as well as export control laws and regulations of the United States and other jurisdictions, including without limitation the U.S. Export Administration Regulations, and International Traffic in Arms Regulations.  Each Party shall comply with all laws and regulations applicable to its use, transfer or export of the InEight Content.  You certify that you are not restricted from making or receiving U.S. exports, you are not on the U.S. government denied party list and will not permit users to access or use the InEight Content in a U.S. embargoed country or in violation of any applicable international trade restriction or export laws or regulations.  You shall not engage in activity that would cause InEight to be exposed to risk of sanctions, prohibitions, or designation pursuant to U.S. or other applicable export or economic sanctions/trade laws and regulations.  You agree to indemnify and hold InEight harmless for any and all expenses incurred by reason of your violation of these and any other applicable laws.

Assignment
You may not transfer or assign your access or use of the InEight Content. InEight may freely assign any of its rights and obligations.  Any assignments in violation of the foregoing shall be null and void.

Entire Agreement
These Terms (and any associated Service or Sales Order issued by InEight) shall constitute the understanding between you and InEight with respect to the terms set forth herein relating to use of the InEight Content. The terms and conditions contained in these Terms may not be modified by you.  InEight may modify these Terms upon written notice to you including through posting such in the Sites or its Products. You are bound by any such revisions and should periodically visit the Sites and/or Products to view the current Terms.

Applicable Law
These Terms and any dispute, claim or controversy arising therefrom shall be governed by the laws of the State of Delaware, US, for all users, except those located in Australia in which case the governing law shall be Victoria, Australia. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

ACKNOWLEDGMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND SUCH HAS THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT.