Master Subscription Agreement

Master Subscription Agreement

Updated June 27, 2017

This master subscription agreement (“Agreement”) governs your acquisition and use of InspectAll Software, LLC's services.

If you register for a free trial for our Services, this agreement will also govern that free trial.

By using the Services you agree to be bound by this agreement. If you are using the Services on behalf of a corporation, limited liability company, partnership or any other organization, you are agreeing to this Agreement for that organization and warranting that you have the authority to bind that organization to this Agreement.

You may use the Services only in compliance with this Agreement. You may use the Services only if You have the authority to enter into this Agreement and fully perform hereunder and are not barred by any other agreement or under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services in Our sole discretion at any time without prior notice to You. We may also remove any content from the Services at Our sole discretion.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. Definitions

   • Affiliate: Any individual, corporation, limited liability company, partnership (whether limited or otherwise), firm, joint venture, association, joint-stock company, trust, unincorporated organization, governmental body or other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such individual or entity, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such individual or entity, whether through ownership of voting securities, by contract or otherwise.
   • Purchased Services: Services that You or Your Affiliates purchase directly or as distinguished from those provided pursuant to a free trial.
   • Services: The products and services that are ordered or used by You under a free trial or Purchased Services and made available by Us online via the customer login link at http://www.inspectall.com and/or other web pages, applications, or interfaces designated by Us, including associated offline components. "Services" excludes all non-InspectAll hardware, devices, and software.
   • Users: Individuals or entities that are authorized by You to use the Services, for whom subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents and third parties with which You transact business.
   • We, Us, or Our: InspectAll Software, LLC, its Affiliates.
   • You or Your: As applicable, either you individually or the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
   • Your Data: All electronic data or information submitted by You concerning the Purchased Services.

2. Free Trial

   If You register on Our website for a free trial and confirm your request upon being contacted, We will at our sole discretion make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

   Your data and any customizations made to the Services by or for You, during Your free trial will be permanently lost unless you purchase a subscription to the same services as those covered by the trial, purchase upgraded services, or export Your data, before the end of the trial period. You must export Your Data before the end of the trial period or Your Data will be permanently lost.

   Subject to Section 7 (Warranties and Disclaimers), during the free trial the services are provided “as-is” without any warranty.

3. Purchased Services

   1. Provision of Purchased Services

      We shall make the Purchased Services available to You pursuant to this Agreement during the applicable subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

   2. User Subscriptions

      Unless otherwise specified in an applicable order form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users.

4. Use of Services

   1. Our Responsibilities

      We shall: (i) provide Our basic support for the Purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

   2. Our Protection of Your Data

      We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall modify Your Data only as required to provide the Services in order (a) to provide support to You, (b) to provide training to You, and (c) when directed by You, for example to setup forms, reports, and other support requests. This protection also extends to trusted third parties we work with to provide the Services, for example Amazon Web Services LLC, which provides our storage space to provide the Services.

   3. Your Responsibilities

      You shall (i) be responsible for Your and all users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use best efforts to prevent unauthorized access to or use of the Services, and notify Us immediately of any such unauthorized access or use, and (iv) use the Services only in accordance with applicable laws and government regulations. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

   4. Usage Limitations

      Services may be subject to other limitations, such as, for example, the number of calls You are permitted to make against Our application programming interface.

5. Fees and Payment for Purchased Services

   1. Fees

      You shall timely pay all fees specified for Purchased Services hereunder. Except as otherwise specified herein or in an order form, (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term. User subscription fees are based on periods that begin on the subscription start date and each period anniversary thereof; therefore, fees for User subscriptions added in the middle of a period will be prorated for the remainder of the period.

   2. Invoicing and Payment

      You will provide Us with valid credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us in our sole discretion. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services and any renewal subscription term(s). Such charges shall be made in advance, either monthly, quarterly, bi-annually, annually or in accordance with any different billing frequency determined by Your Purchased Service preference. If payment will be by a method other than a credit card, We will invoice You in advance. Unless otherwise stated, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.  All invoices are made out in USD.  For wire transfers and other transfers, any "Outbound" issuing charges or fees are responsible by You so please check with the issuing bank on their outbound fees before initiating a wire transfer and make sure the full invoiced amount is what gets transferred.

   3. Suspension of Service

      If any amount owing by You under this Agreement or any other agreement for Our services is overdue, We may, suspend Our services to You until such amounts are paid in full. We will make reasonable efforts to notify You to prevent service interruption.

   4. Taxes

      Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, Taxes). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.

6. Proprietary Rights

   1. Reservation of Rights in Service

      Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including inventions (patentable or otherwise), discoveries, improvements or copyright-able works and all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

   2. Restrictions

      You shall not (i) permit any third party to access the Services except as expressly permitted herein, (ii) create any derivate works based on the Services except as expressly authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, (b) copy any features, functions or graphics of the Services or (c) otherwise compete with Us or interfere with Our business or business relationships.

   3. Your Applications and Code

      If You, a third party acting on Your behalf, or a User creates applications or program code using the Services, You authorize Us to host, copy, transmit, display and adapt such applications and program code, as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from You or Your licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.

   4. Your Data

      Subject to the limited rights granted by You hereunder, We acquire no right, title or interest from You or Your licensors under this Agreement in or to Your Data, including any intellectual property rights therein. We claim no intellectual property rights over the material you provide for the Service.

   5. Suggestions

      We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

   6. Federal Government End Use Provisions

      We provide the Services, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Us to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

7. Warranties and Disclaimers

   1. Our Warranties

      We warrant that We have validly entered into this Agreement and have the legal power to do so.

   2. Your Warranties

      You warrant that You have validly entered into this Agreement and You or the individual consenting to this Agreement on Your behalf, if applicable, has the legal power to do so.

   3. Disclaimer

      Except as expressly provided herein, we disclaim any warranties of any kind, whether express, implied, statutory or otherwise, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law and no representative of ours is authorized to give any additional warranty.

   4. Non-GA Services

      From time to time We may invite You to try, at no charge, Our products or services that are not generally available to Our customers (" Non-GA Services"). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and may contain bugs or errors, and may be subject to additional terms. Non-GA services are not considered "Services" hereunder and are provided "As Is" with no express or implied warranty, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law and no representative of Ours is authorized to give any additional warranty. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.

8. Indemnification

   You shall indemnify, defend and hold harmless Us and Our Affiliates against any third-party claim, demand, suit or proceeding made or brought against Us and Our Affiliates for i) any breach of this Agreement, ii) any injury or loss, including, but not limited to personal injury, including bodily injury or death, property damage, including loss of use thereof, and economic damages, or iii) claims concerning Your Data or Your use of the Services, including a claim that You, Your agents or Your Affiliates have infringed or misappropriated the intellectual property rights of a third party, including a trade secret violation, or violated any applicable law (a " Claim Against Us"), and shall indemnify, defend and hold Us harmless for any related damages, judgments, liabilities, losses, expenses and costs (including, but not limited to, court costs and reasonable attorney's fees); provided that We (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (provided that You may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to You all reasonable assistance, at Your expense.

9. Limitation of Liability

   To the fullest extent permitted by law, in no event will We, our affiliates, members, managers, officers, employees, contractors, agents, suppliers or licensors be liable for (a) any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not We have been warned of the possibility of such damages, and even if a remedy fails of its essential purpose; (b) aggregate liability for all claims relating to the services more than the greater of $20 or the amounts paid by you to us for the past three months of the services in question.

10. Term and Termination

    1. Term of Agreement

       This Agreement commences on the date You use our Services until all User subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.

    2. Term of Purchased User Subscriptions

       User subscriptions purchased by You commence on the order date and continue for the subscription term specified. Except as otherwise specified, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal.

    3. Termination for Cause

       Upon written notice to You, We may terminate this Agreement at any time in the event You i) breach any term of this Agreement or ii) become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. You may terminate this Agreement for cause: (i) upon 30 days written notice to Us of a material breach if such breach remains uncured at the expiration of such period, or (ii) if We become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    4. Refund or Payment upon Termination

       Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all order forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11. Who you are contracting with, notices, governing law and jurisdiction

    1. General

       Who You are contracting with under this Agreement, who You should direct notices to under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit.

       • You are contracting with: InspectAll Software, LLC, a Georgia limited liability company
       • Notices should be addressed to:
         InspectAll Software, LLC
         PO Box 6
         Atlanta, GA 30318
       • This Agreement will be governed by the laws of the State of Georgia without regard to its rules concerning conflicts of laws. You consent to the exclusive jurisdiction of the state and federal courts sitting in or encompassing Fulton County, Georgia in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. You further agree that personal jurisdiction over You may be effected by service of process as set forth in Section 11.2 below sent to Your address as provided above and that when so made shall be as if served upon You personally

    2. Manner of Giving Notice

       Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, (iv) nationally-recognized overnight carrier or (v) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

    3. Agreement to Governing Law and Jurisdiction

       Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

    4. Waiver of Jury Trial

       Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

12. General Provisions

    1. Export Compliance

       The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Users to access or use Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

    2. Anti-Corruption

       You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us.

    3. Relationship of the Parties

       The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

    4. No Third-Party Beneficiaries

       There are no third-party beneficiaries to this Agreement.

    5. Waiver

       No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

    6. Severability

       If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

    7. Attorney Fees

       You shall pay on demand all of Our reasonable attorneys' fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement.

    8. Assignment

       Either party may assign this Agreement in its entirety, 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. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

    9. Entire Agreement

       This Agreement, including all exhibits and addenda hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding order forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

    10. Offset Privilege

        Any monetary obligation owing from You to Us may be offset by Us against any monetary obligation then owing from Us to You.

    11. Section Headings

        All Section headings are inserted only for convenience of reference and are not to be considered in the interpretation or construction of any provision of this Agreement.

    12. Interpretation

        In the event any claim is made by any party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or that party’s counsel.