Software License Terms and Conditions

EXECUTING THIS AGREEMENT:

Please carefully review the INSIGHT SYSTEMS Software Service Agreement ("AGREEMENT") below, and consent to the AGREEMENT electronically by scrolling to the bottom of the displayed text, and checking the "I Agree" text box.

If you do not receive a receipt from INSIGHT SYSTEMS, Inc. via separate email in connection with this agreement, please contact the INSIGHT SYSTEMS Customer Service Team at (877) 674-4474 before accessing or using the SOFTWARE SERVICE, defined below. If you access or use the SOFTWARE SERVICE in any manner whatsoever, then you acknowledge that you are bound by the terms of this agreement.

This AGREEMENT is entered into by and between INSIGHT SYSTEMS, INC. ("INSIGHT SYSTEMS"), a Nevada corporation, and a business or individual ("SUBSCRIBER"), collectively referred hereinafter as the PARTIES.

Now therefore, in consideration of the mutual covenants set forth herein, the PARTIES agree as follows:

Article I - Definitions

AUTOMATED CLEARING HOUSE ("ACH") shall mean the electronic network for financial transactions in the United States, which is used in BUSINESS MODE to process consumer payments directly from their bank checking accounts. This is referred to outside the United States by other terms, such as "PAP" and "DDA".
BUSINESS MODE shall mean SUBSCRIBER's use of the SOFTWARE SERVICE as an administrative user to input, review, and maintain SUBSCRIBER DATA, including information for public view by SUBSCRIBER's customers in the CUSTOMER PORTAL.
CARDHOLDER DATA shall mean credit card numbers, expiration dates, billing addresses, and cardholder names of SUBSCRIBER's customers.
COMPILED DATA shall mean a portion of SUBSCRIBER DATA, excluding CARDHOLDER DATA, aggregated with data obtained from other INSIGHT SYSTEMS subscribers for the purposes of, among other things, producing indices, statistics, summaries, and industry reports for use by INSIGHT SYSTEMS subscribers. COMPILED DATA shall not reveal proprietary or identifying information about SUBSCRIBER or SUBSCRIBER's customers.
CONFIDENTIAL INFORMATION shall have the meaning provided in Article VII.
CUSTOMER PORTAL shall mean SUBSCRIBER's use of the SOFTWARE SERVICE to enable SUBSCRIBER to publicly display SUBSCRIBER CUSTOMER DATA, such as results of inspections and/or photographs.
EFFECTIVE DATE shall mean the earlier of (i) two (2) weeks from the date of purchase of the SOFTWARE SERVICE or (ii) the first date on which SUBSCRIBER uses SOFTWARE SERVICE, unless separately arranged between the parties in writing.
INTEGRATED MERCHANT ACCOUNT shall mean an optional service that allows the SOFTWARE SERVICE to process credit card and ACH payments.
MONTHLY SUBSCRIPTION FEE shall mean the monthly fee for the SOFTWARE SERVICE as set forth in the RECEIPT.
ONSITE TRAINING shall mean training provided by INSIGHT SYSTEMS to SUBSCRIBER at SUBSCRIBER's facilities for an additional fee. ONSITE TRAINING is only available in certain geographical areas, as determined by INSIGHT SYSTEMS in its sole discretion.
PCI DSS shall mean the requirements of the Payment Card Industry Data Security Standard, as detailed on https://www.pcisecuritystandards.org/, and as may be updated from time to time.
RECEIPT shall mean the receipt received by SUBSCRIBER via email at the time SUBSCRIBER received this AGREEMENT describing the SOFTWARE SERVICE and MONTHLY SUBSCRIPTION FEE.
STARTUP TRAINING shall mean live training provided by an INSIGHT SYSTEMS professional trainer to SUBSCRIBER while SUBSCRIBER is in the process of implementing the SOFTWARE SERVICE. Such training is delivered in person or via telephone and optional Internet link.
REPRESENTATIVES shall have the meaning provided in Article VII.
SCHEDULED MAINTENANCE shall mean periodic planned SOFTWARE SERVICE outages of less than five (5) hours in duration, as may be necessary from time to time to maintain optimum system performance, and which are announced in advance by INSIGHT SYSTEMS.
SERVICES shall mean optional offerings available from INSIGHT SYSTEMS such as data imports, supplemental trainings, and other services not required to use SOFTWARE SERVICE.
SOFTWARE SERVICE shall mean the INSIGHT SYSTEMS SOFTWARE SERVICE identified in the RECEIPT as the service purchased by SUBSCRIBER subject to this AGREEMENT, and is priced according to the quantity of SUBSCRIBER users elected. The SOFTWARE SERVICE includes any users guide, multimedia content, and relevant documentation made available through the SOFTWARE SERVICE and INSIGHT SYSTEMS's website, and any other materials provided to SUBSCRIBER by INSIGHT SYSTEMS pursuant to this AGREEMENT.
SUBSCRIBER'S CUSTOMERS shall mean the businesses or individuals viewing information, scheduling and purchasing products and services from SUBSCRIBER. SUBSCRIBER DATA shall mean any data stored by SUBSCRIBER on INSIGHT SYSTEMS's host computer system using the SOFTWARE SERVICE, including CARDHOLDER DATA entered by SUBSCRIBER using the SOFTWARE SERVICE. This data is the sole property of SUBSCRIBER and shall be held confidential by INSIGHT SYSTEMS in accordance with the terms and conditions of Article VII of this Agreement.

Article II - Description of SOFTWARE SERVICE

Operation, Maintenance, and Security of SOFTWARE SERVICE
1. INSIGHT SYSTEMS will operate and maintain the SOFTWARE SERVICE. INSIGHT SYSTEMS reserves the right to replace, modify, and/or upgrade the SOFTWARE SERVICE purchased by SUBSCRIBER in its sole discretion, and will notify SUBSCRIBER of any pending user interface changes resulting from such replacements, modifications, and upgrades at least three (3) days in advance of releasing such change. Any replacement or upgrade to such SOFTWARE SERVICE shall be treated as part of the SOFTWARE SERVICE for the purpose of this AGREEMENT.
2. INSIGHT SYSTEMS will provide all equipment, software, and security services necessary for the operation and maintenance of its host computer system and incorporated herein by reference. INSIGHT SYSTEMS reserves the right to change the configuration of its host computer system and change or delete equipment or software at any time.
3. INSIGHT SYSTEMS will provide sufficient bandwidth and processor capability to enable SUBSCRIBER and SUBSCRIBER'S CUSTOMERS to use of the INSIGHT SYSTEM respectively.
Ownership, Maintenance and Use of SUBSCRIBER DATA
1. Subject to the provisions of Article II, 5 below, SUBSCRIBER shall own SUBSCRIBER DATA at all times.
2. SUBSCRIBER is solely responsible for the operation and maintenance of the INSIGHT SYSTEM, including, but not limited to all SUBSCRIBER DATA entered in the system and SUBSCRIBER PUBLIC DATA that appears publicly in CUSTOMER PORTAL. SUBSCRIBER shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of SUBSCRIBER DATA and SUBSCRIBER PUBLIC DATA. SUBSCRIBER warrants to INSIGHT SYSTEMS that SUBSCRIBER DATA and SUBSCRIBER PUBLIC DATA does not violate applicable law or the rights of any third party.
Security of CARDHOLDER DATA
1. INSIGHT SYSTEMS expressly disclaims any and all liability for SUBSCRIBER's handling of CARDHOLDER DATA. INSIGHT SYSTEMS recommends that when handling CARDHOLDER DATA, SUBSCRIBER follow the requirements of the PCI DSS. In connection with SUBSCRIBER's use of the SOFTWARE SERVICE, SUBSCRIBER shall follow the Cardholder Data Recommended Practices attached hereto as Exhibit B, as may be updated from time to time.
2. INSIGHT SYSTEMS is responsible for storing and protecting the CARDHOLDER DATA within SUBSCRIBER DATA only when:
  1. Such data has been properly entered by SUBSCRIBER in the encrypted fields provided in the SOFTWARE SERVICE in accordance with the PCI DSS in BUSINESS MODE or by SUBSCRIBER'S CUSTOMERS in CONSUMER MODE;
  2. Such data is encrypted and received by INSIGHT SYSTEMS's server(s).
Access to SUBSCRIBER DATA
1. SUBSCRIBER may download portions of the SUBSCRIBER DATA directly from the SOFTWARE SERVICE in Microsoft Excel format by using the reporting and exporting tools provided by INSIGHT SYSTEMS within the SOFTWARE SERVICE.
2. SUBSCRIBER may request a complete downloaded copy of current SUBSCRIBER DATA, except for CARDHOLDER DATA, stored on INSIGHT SYSTEMS's host computer system in Microsoft SQL Server or Microsoft Access format at any time. INSIGHT SYSTEMS will provide that copy via Internet secure file transfer protocol (sftp), electronic mail or hard copy CD-ROM within forty-eight (48) business hours of such request. If hard copy CD-ROM is requested, SUBSCRIBER shall pay INSIGHT SYSTEMS a fee of one hundred fifty fifteen dollars ($150) plus mailing costs.
3. SUBSCRIBER is responsible for maintaining the security of any copy of the SUBSCRIBER DATA received pursuant to this Article II, 4.
INSIGHT SYSTEMS RESEARCH - Ownership and Access to COMPILED DATA
1. INSIGHT SYSTEMS will compile aggregate components of SUBSCRIBER DATA (excluding the CARDHOLDER DATA) together with information received from INSIGHT SYSTEMS's other subscribers to create COMPILED DATA.
2. INSIGHT SYSTEMS agrees that COMPILED DATA will be presented in an aggregate manner only and will not reveal proprietary or personal, identifying information about SUBSCRIBER or SUBSCRIBER'S CUSTOMERS.
3. SUBSCRIBER acknowledges and agrees that COMPILED DATA is owned solely by INSIGHT SYSTEMS, and will be used by INSIGHT SYSTEMS, in part, in connection with its INSIGHT SYSTEMS RESEARCH SERVICE.

Article III - Other Services

The following SERVICES are included in the fees set forth in Article IV, 1:
1. Data Import. SUBSCRIBER may elect in writing to INSIGHT SYSTEMS to have INSIGHT SYSTEMS import SUBSCRIBER'S CUSTOMERS names and contact information upon startup of the SOFTWARE SERVICE. This election must be made within thirty (30) days of the EFFECTIVE DATE. If SUBSCRIBER makes this election, then the following will apply:
  1. INSIGHT SYSTEMS will provide a one-time importation of a maximum of 1000 records of SUBSCRIBER'S CUSTOMERS names, contact information from any single open database format, including, but not limited to .txt, .xls., and .csv.
  2. SUBSCRIBER will provide INSIGHT SYSTEMS with its customer names and contact information in an open, unlocked, un-password protected format within thirty (30) days of the EFFECTIVE DATE.
2. INSIGHT SYSTEMS will provide STARTUP TRAINING sessions not to exceed the following durations per business location identified in the RECEIPT:
  1. Phase I Training: One hundred twenty (120) minute training;
Additional Fee Based Services. The following services may be available to SUBSCRIBER at an additional fee. SUBSCRIBER may contact INSIGHT SYSTEMS for further information.
1. Data Importation of records in addition to the included 1000 per licensed seat
  1. SUBSCRIBER may be eligible for importation of its transactional histories for an additional fee, as determined by INSIGHT SYSTEMS in its sole discretion.
2. Supplemental Training
  1. In the event that SUBSCRIBER wishes to have any STARTUP TRAINING in addition to such training provided pursuant to Article III, 5, b, such additional STARTUP TRAINING may be provided to SUBSCRIBER at an additional charge based on INSIGHT SYSTEMS's hourly rates in effect at the time of such additional STARTUP TRAINING. These fees are subject to change at any time.
  2. In the event that SUBSCRIBER wishes to have ONSITE TRAINING at SUBSCRIBER's facility, such training may be provided at INSIGHT SYSTEMS's discretion at a fee to be agreed upon at the time of purchase.

Article IV - Payment

Fees & Payment Options
1. By executing this agreement, SUBSCRIBER is authorizing INSIGHT SYSTEMS to collect the MONTHLY SUBSCRIPTION FEE via automatic ACH payment from SUBSCRIBER's checking account or direct charge to SUBSCRIBER's credit card.
Changes in Fees. The MONTHLY SUBSCRIPTION FEE shall remain unchanged through the first anniversary of the EFFECTIVE DATE, providing the size and quantity of SUBSCRIBER business units and locations remains unchanged. INSIGHT SYSTEMS reserves the right to change the MONTHLY SUBSCRIPTION FEE if SUBSCRIBER wishes to manage additional business units and/or locations beyond those specified on the RECEIPT, and on each anniversary of the EFFECTIVE DATE, provided that INSIGHT SYSTEMS shall give SUBSCRIBER at least thirty (30) days advance written notice of any change in such fees.
Payment Terms. All amounts set forth in this article shall be due and payable when specified in this AGREEMENT. Any payment not received within thirty (30) days of the applicable due date is a breach of this AGREEMENT and INSIGHT SYSTEMS shall be entitled to terminate this AGREEMENT as provided below, and to deactivate SUBSCRIBER's account with INSIGHT SYSTEMS. In the event that INSIGHT SYSTEMS deactivates SUBSCRIBER's account for late payment and INSIGHT SYSTEMS decides to reactivate such account at SUBSCRIBER's request, SUBSCRIBER shall pay INSIGHT SYSTEMS a one hundred and fifty dollar ($150) reactivation fee per SUBSCRIBER database prior to any such reactivation.

Article V - Intellectual Property

INSIGHT SYSTEMS Intellectual Property. INSIGHT SYSTEMS shall have sole and exclusive ownership of all right, title, and interest in and to:
1. The SOFTWARE SERVICE (including any INSIGHT SYSTEMS provided images, photographs, animations, video, audio, music, text, and applets);
2. All derivatives, modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to SUBSCRIBER herein by INSIGHT SYSTEMS;
3. The COMPILED DATA. This AGREEMENT does not provide SUBSCRIBER with title or ownership of the SOFTWARE SERVICE, the COMPILED DATA, or any components thereof, but only a right of limited use as specified in Article VI.
SUBSCRIBER Intellectual Property. SUBSCRIBER shall have sole and exclusive ownership of all right, title, and interest in all SUBSCRIBER DATA.

Article VI - License

Rights Granted. In addition to the limited license granted by INSIGHT SYSTEMS to SUBSCRIBER as to the use of the COMPILED DATA provided in Article II, 5 above, INSIGHT SYSTEMS grants SUBSCRIBER a non-exclusive, non-transferable right to access, use, display, run, or otherwise interact with the SOFTWARE SERVICE subject to the terms and conditions set forth in this AGREEMENT. INSIGHT SYSTEMS grants SUBSCRIBER'S CUSTOMERS the right to use the CUSTOMER PORTAL to view reports, schedule services, to make purchases of SUBSCRIBER's products and services, and for any other use that INSIGHT SYSTEMS shall make available using the CUSTOME PORTAL in the future.
1. SUBSCRIBER acknowledges and agrees that the SOFTWARE SERVICE is licensed on a per SUBSCRIBER basis, and the rights of any licensed user to access and/or utilize the SOFTWARE SERVICE may not be shared between SUBSCRIBER and any third party or used by any third party, except as otherwise authorized by SUBSCRIBER in accordance with the terms and conditions contained in attached Exhibit C.
Limitation on Rights Granted. INSIGHT SYSTEMS reserves all rights not expressly granted herein.
Restrictions. SUBSCRIBER shall not, in whole or in part, directly or indirectly: (a) reverse engineer, disassemble, decompile, translate, reproduce, modify, alter or otherwise attempt to access or derive the source code or the underlying ideas, algorithms, structure or organization of the SOFTWARE SERVICE or reduce the SOFTWARE SERVICE to a human-perceivable form; (b) remove any copyright notices, logos, identification or any other proprietary notices from the SOFTWARE SERVICE; (c) make any change to the SOFTWARE SERVICE or create any derivative works thereof; or (d) publish, sell, rent, lease, sublicense, transfer, transmit, resell, or distribute the SOFTWARE SERVICE or any part thereof.

Article VII - Confidentiality

CONFIDENTIAL INFORMATION. For the purposes of this Article VII, CONFIDENTIAL INFORMATION shall include the SOFTWARE SERVICE, the SUBSCRIBER DATA, and any accompanying or related documentation. CONFIDENTIAL INFORMATION does not include information which is:
1. Developed by the non-disclosing party independently of the disclosing party as supported by the non-disclosing party's written records;
2. Rightfully obtained without restriction by the non-disclosing party from a third party;
3. At the time of disclosure or thereafter becomes publicly available other than through the fault or negligence of the non-disclosing party;
4. Released without restriction by the disclosing party to anyone including the U.S. Government as supported by the non-disclosing party's written records; and
5. Known to the non-disclosing party at the time of disclosure as supported by the non-disclosing party.
Protection of CONFIDENTIAL INFORMATION
1. During the term of this AGREEMENT and for a period of five (5) years after its termination or expiration, the PARTIES agree they shall not disclose any of the CONFIDENTIAL INFORMATION in any manner whatsoever, except as provided in subparagraphs (b) and (c) below, and shall hold and maintain the CONFIDENTIAL INFORMATION in strictest confidence.
2. A party may disclose CONFIDENTIAL INFORMATION to such party's directors, officers, employees, agents; and financial, legal, other advisors and affiliates (collectively, REPRESENTATIVES) with a bona fide need to know such CONFIDENTIAL INFORMATION, but only to the extent necessary to evaluate or carry out the terms of this AGREEMENT and only if such REPRESENTATIVES are advised of the confidential nature of such CONFIDENTIAL INFORMATION and the terms of this AGREEMENT and are bound by a written agreement or by a legally enforceable code of professional responsibility to protect the confidentiality of such CONFIDENTIAL INFORMATION. Further, the PARTIES acknowledge and agree that nothing in this Article VII shall prohibit the collection, compilation and distribution of any COMPILED DATA by INSIGHT SYSTEMS in accordance with Article II, 5 of this AGREEMENT.
3. A party may disclose CONFIDENTIAL INFORMATION if and to the extent that such disclosure is required by court order, provided that such party provides the other party a reasonable opportunity to review the disclosure before it is made and to interpose its own objection to the disclosure.
4. The CONFIDENTIAL INFORMATION is being disclosed to the PARTIES and the PARTIES receive the CONFIDENTIAL INFORMATION solely for the purpose stated herein and specifically agree not to use the CONFIDENTIAL INFORMATION for any other purpose.

Article VIII - Interoperability Requirements

SUBSCRIBER Responsibilities
1. SUBSCRIBER will maintain the functional operation of all of its workstations, networks, and Internet connections necessary to ensure proper operation of the SOFTWARE SERVICE, including installation and operation of any associated operating system and web browser according to applicable manufacturer specifications and recommendations.
2. Prior to contacting INSIGHT SYSTEMS concerning connectivity problems, SUBSCRIBER shall verify that it is able to properly connect to the Internet by verifying navigation through common sites, such as www.cnn.com or www.google.com, and verify that it is running the most recent release of Internet Explorer, Mozilla Firefox, or Safari.
Technical Requirements. The communications and network interoperability for the SOFTWARE SERVICE require a high-speed Internet connection and the following web browsers only:
1. For Personal Computers/Windows: Internet Explorer version 7.0 or greater; and
2. For Macintosh Computers: MAC OS X running Safari.

Article IX - Limited Warranty/Limitation on Liability

SOFTWARE SERVICE Warranty
1. INSIGHT SYSTEMS warrants that the SOFTWARE SERVICE shall be 99.9% available twenty-four (24) hours per day, seven (7) days per week, three-hundred and sixty-five (365) days per year. This translates to eight (8) hours and forty-five (45) minutes of unplanned outage time per contract year. Our server inventory will be expanded to accommodate the SUBSCRIBER's progressive data expansion. Hardware expansion will keep up with the needs of SUBSCRIBER so that the SUBSCRIBER's site performance will not be slowed by either the SUBSCRIBER's data expansion or the addition of new subscribers to the INSIGHT SYSTEMS servers.
2. If the cumulative service level for the SOFTWARE SERVICE drops below 99.9% for any contract year of service, as determined on each anniversary of the EFFECTIVE DATE, INSIGHT SYSTEMS will credit SUBSCRIBER with additional complimentary service to be used in the following year of service, according to the following schedule:
  1. 98% - 99.8% availability of SOFTWARE SERVICE - one (1) free month of service;
  2. 95% - 97.9% availability of SOFTWARE SERVICE - two (2) free months of service;
  3. 90% - 94.9% availability of SOFTWARE SERVICE - six (6) free months of service; and
  4. Less than 90% availability of SOFTWARE SERVICE - twelve (12) free months of service.
3. In order to receive any credit of free service pursuant to this Article IX, SUBSCRIBER shall notify INSIGHT SYSTEMS in writing no later thirty (30) days after the end of the contract year in which the availability of the SOFTWARE SERVICE fell below the warranted level of SUBSCRIBER's intent to collect the free service related to such shortcoming in availability during the following year of service. To the extent INSIGHT SYSTEMS does not receive timely notice from SUBSCRIBER as provided in this paragraph,
  1. INSIGHT SYSTEMS shall have no further obligation to provide SUBSCRIBER any free service; and
  2. SUBSCRIBER shall be deemed to have waived and released INSIGHT SYSTEMS as to any and all claims related to its use or non-use of the SOFTWARE SERVICE as to the applicable contract year.
4. SUBSCRIBER shall not receive any credit or refund under this Article IX in connection with any failure or deficiency caused by or associated with any of the following:
  1. Circumstances beyond INSIGHT SYSTEMS's reasonable control, including, but not limited to, war, insurrection, sabotage, terrorism, armed conflict, embargo, fire, flood, earthquake, Internet virus, or denial of service attacks;
  2. Major telecommunications or Internet failure outside of INSIGHT SYSTEMS's control;
  3. Acts or omissions of SUBSCRIBER, its employees, or its agents, including, without limitation, custom scripting or coding, any negligence, willful misconduct, or use of the SOFTWARE SERVICE outside the scope of this AGREEMENT; and
  4. SCHEDULED MAINTENANCE conducted between the hours of 9 PM and 9 AM in the Pacific Standard Time Zone and SUBSCRIBER is notified at least forty-eight (48) hours in advance of such SCHEDULED MAINTENANCE.
DISCLAIMER OF FURTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE, THE SOFTWARE SERVICE IS PROVIDED AS IS AND WITH ALL FAULTS. NO WARRANTY OR ASSURANCE, EXPRESS, IMPLIED, OR STATUTORY, IS GIVEN BY INSIGHT SYSTEMS WITH RESPECT TO THE SOFTWARE SERVICE OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION (AND INSIGHT SYSTEMS EXPRESSLY DISCLAIMS) ALL WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LACK OF VIRUS, NEGLIGENCE, OR LACK OF WORKMANLIKE EFFORT ON THE PART OF INSIGHT SYSTEMS.
LIMITATION OF LIABILITY
1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PARTIES BE LIABLE, WHETHER IN CONTRACT, IN TORT, OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, BUT NOT LIMITED TO STRICT LIABILITY AND NEGLIGENCE) FOR LOST PROFITS OR REVENUES, LOSS OR INTERRUPTION OF USE, LOST OR DAMAGED DATA, REPORTS, DOCUMENTATION, OR SECURITY, OR SIMILAR ECONOMIC LOSS, LOSS OF PRIVACY, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT.
2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INSIGHT SYSTEMS BE LIABLE FOR ANY CLAIM MADE AGAINST SUBSCRIBER BY ANY OTHER PARTY, EVEN IF INSIGHT SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
3. IN NO EVENT SHALL INSIGHT SYSTEMS'S LIABILITY UNDER ANY CLAIM MADE BY SUBSCRIBER EXCEED THE TOTAL AMOUNT OF FEES THERETOFORE PAID BY SUBSCRIBER IN THE CURRENT CONTRACT YEAR. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY SUBSCRIBER MORE THAN ONE (1) YEAR AFTER THE FIRST TO OCCUR OF:
  1. THE TERMINATION OR EXPIRATION OF THIS AGREEMENT; OR
  2. THE EVENT GIVING RISE TO SUCH CAUSE OF ACTION.
4. SUBSCRIBER AND SUBSCRIBER'S CUSTOMERS ACKNOWLEDGE AND AGREE THAT:
  1. TRANSMITTING CARDHOLDER DATA ON THE INTERNET MAY INVOLVE CERTAIN SECURITY RISKS; AND
  2. ABIDING BY THE CARDHOLDER DATA BEST PRACTICES STANDARD PROVIDED IN ATTACHED EXHIBIT B MAY REDUCE THESE RISKS. INSIGHT SYSTEMS'S SERVER(S) PROVIDE A SECURE, ENCRYPTED ENVIRONMENT FOR CARDHOLDER DATA; PROVIDED, HOWEVER, THAT INSIGHT SYSTEMS SHALL ONLY BE RESPONSIBLE FOR THE SECURITY OF CARDHOLDER DATA UPON THE ENCRYPTION AND RECEIPT OF THE CARDHOLDER DATA BY INSIGHT SYSTEMS'S SERVER(S). INSIGHT SYSTEMS SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSS CAUSED, OR ALLEGED TO BE CAUSED, AS A RESULT OF THE TRANSMISSION OF THE CARDHOLDER DATA PRIOR TO ITS ENCRYPTION AND RECEIPT BY INSIGHT SYSTEMS'S SERVER(S), INCLUDING BUT NOT LIMITED TO DAMAGES, FRAUD, EMBEZZLEMENT, THEFT, IDENTITY THEFT OR INVASION OF PRIVACY.
Use of Trademark
1. SUBSCRIBER agrees to indemnify and hold INSIGHT SYSTEMS, its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of SUBSCRIBER's breach of this AGREEMENT, SUBSCRIBER's violation of any law, or SUBSCRIBER's violation of the rights of a third party, including the infringement by SUBSCRIBER of any intellectual property or other right of any person or entity. These obligations will survive any termination of the terms of this AGREEMENT.
2. SUBSCRIBER hereby authorizes INSIGHT SYSTEMS to list SUBSCRIBER as a subscriber of INSIGHT SYSTEMS on INSIGHT SYSTEMS'S website, and include SUBSCRIBER's name and trademarks in INSIGHT SYSTEMS's public directories and the INSIGHT SYSTEMS FINDER SERVICE. INSIGHT SYSTEMS will provide SUBSCRIBER with the ability to remove SUBSCRIBER's name, information, and trademark from these public directories at any time. SUBSCRIBER assumes sole responsibility for the protection of any copyrights, trademarks, service marks, trade names and other intellectual property owned wholly or partially by SUBSCRIBER or which SUBSCRIBER is authorized to use or display. If INSIGHT SYSTEMS receives notice or documentation demonstrating that another person or entity contests SUBSCRIBER's right to use or display a name, trademark, service mark or other content, INSIGHT SYSTEMS may, in its sole discretion, reject or discontinue listing SUBSCRIBER on the INSIGHT SYSTEMS website without liability to SUBSCRIBER or INSIGHT SYSTEMS until such time as SUBSCRIBER has resolved that dispute with the other party to INSIGHT SYSTEMS's satisfaction.
3. INSIGHT SYSTEMS does not make it its responsibility to monitor the use of trademarks, copyrights or other rights of SUBSCRIBER or third parties. INSIGHT SYSTEMS may, however, in appropriate circumstances and in INSIGHT SYSTEMS's sole discretion, remove, suspend, terminate access, or take other appropriate action against subscribers who infringe the copyright rights of others. Therefore, if SUBSCRIBER reasonably believes that any materials on INSIGHT SYSTEMS's website contain unauthorized reproductions of SUBSCRIBER's copyrighted work or trademarks, and SUBSCRIBER wants INSIGHT SYSTEMS to take any action, then SUBSCRIBER must provide the following information to INSIGHT SYSTEMS (as required under the Digital Millennium Copyright Act (17 U.S.C. sec. 512)):
  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit INSIGHT SYSTEMS to locate the material;
  4. Information reasonably sufficient to permit INSIGHT SYSTEMS to contact SUBSCRIBER, such as an address, telephone number and e-mail address;
  5. A statement that SUBSCRIBER has a good faith belief that the use of the material in the manner complained of is not authorized by the owner, its agent or the law; and
  6. A statement that the information in the notice is accurate, and under penalty of perjury, that SUBSCRIBER is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  7. Please e-mail this information to support@insightsystemsusa.com

Article X - Cancellation and Refund Policy

SUBSCRIBER has thirty (30) days from the date of purchase, as noted on the RECEIPT, to evaluate the SOFTWARE SERVICE for suitability to SUBSCRIBER's purposes. During that thirty (30) day period, INSIGHT SYSTEMS will make a good faith effort to resolve any issues or difficulties SUBSCRIBER may have in using the SOFTWARE SERVICE. If during the thirty (30) day period SUBSCRIBER determines that the SOFTWARE SERVICE does not meet its needs, SUBSCRIBER may notify INSIGHT SYSTEMS that it wishes to terminate the SOFTWARE SERVICE provided hereunder and receive a refund of the corresponding fee paid by SUBSCRIBER, less the cost of any SERVICES provided prior to such cancellation based on INSIGHT SYSTEMS's fees in effect at the time of such cancellation.
INSIGHT SYSTEMS enforces a strict no refund policy after the expiration of the initial thirty (30) day period.
Current INSIGHT SYSTEMS Fees. For the purposes of this Article X, INSIGHT SYSTEMS's current fees may be found at http://employee.insightsystemsusa.com. These fees are subject to change at any time.

Article XI - Term / Termination

Term. The term of this AGREEMENT shall be for a period according to election on purchase agreement. The term of this AGREEMENT shall automatically renew for an additional one (1) year term on each anniversary of the EFFECTIVE DATE until terminated by either party pursuant to Article XI, 2.
Termination
1. Termination at Time of Renewal. Either party may terminate this AGREEMENT on any anniversary of the EFFECTIVE DATE by providing at least thirty (30) days advance written notice to the other party of its intent to terminate this AGREEMENT on such anniversary of the EFFECTIVE DATE.
2. Breach. In the event of any breach or default of this AGREEMENT by SUBSCRIBER, INSIGHT SYSTEMS shall have the right to immediately terminate this AGREEMENT without notice from INSIGHT SYSTEMS. In the event of any breach or default of this AGREEMENT by INSIGHT SYSTEMS, SUBSCRIBER shall have the right to terminate this AGREEMENT by giving thirty (30) days notice to INSIGHT SYSTEMS; provided, however, that INSIGHT SYSTEMS may effect cure during such thirty (30) day notice period, in which case this AGREEMENT will remain in effect. SUBSCRIBER will not have the right to cancel any portion of this AGREEMENT and/or receive a refund pursuant to Article X if SUBSCRIBER has breached this AGREEMENT.
Effect of Termination. Upon termination of this AGREEMENT for any reason, all fees set forth in Article IV shall become immediately due and payable.

Article XII - Indemnity

The PARTIES agree to indemnify, defend, and hold each other, their officers, directors, shareholders, employees, and authorized agents harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys' fees) resulting directly or indirectly from:
1. The operation, maintenance, and content of the SOFTWARE SERVICE;
2. SUBSCRIBER's use of the SOFTWARE SERVICE;
3. Failure by SUBSCRIBER to comply with any applicable privacy laws; and
4. Any breach of this AGREEMENT by the PARTIES.
SUBSCRIBER shall indemnify, defend, and hold INSIGHT SYSTEMS, its officers, directors, shareholders, employees, and authorized agents harmless from and against any and all claims, damages and expenses (including, without limitation, attorneys' fees) resulting directly or indirectly from access to or use or misuse of the SUBSCRIBER DATA and/or the CARDHOLDER DATA by SUBSCRIBER, its REPRESENTATIVES, or affiliates. This Article XII shall survive the termination of this AGREEMENT.

Article XIII - Miscellaneous

Governing Law. This AGREEMENT will be interpreted in accordance with the laws of the State of Nevada, including all matters of construction, validity, performance, and enforcement, without giving effect to any principles of conflict of laws.
Dispute Resolution. Any action to enforce or interpret this AGREEMENT, or to resolve disputes with respect to this AGREEMENT, shall be settled by arbitration in accordance with Nevada Code of Civil Procedure Sections. Arbitration shall be the exclusive dispute resolution process. Any party may commence arbitration by sending a written demand for arbitration to the other parties. Such demand shall set forth the nature of the matter to be resolved by arbitration. The place of arbitration shall be in the County of Las Vegas, California. The substantive law of the State of Nevada shall be applied by the arbitrator to the resolution of the dispute. The parties shall share equally all initial costs of arbitration. All decisions of the arbitrator shall be final, binding, and conclusive on all parties. Judgment may be entered upon any such decision in accordance with applicable law in any court having jurisdiction thereof. The arbitrator (if permitted under applicable law) or such court may issue a writ of execution to enforce the arbitrator's decision.
Assignment and Assumption. This AGREEMENT may not be assigned by SUBSCRIBER without the prior written consent of INSIGHT SYSTEMS, which may be withheld at INSIGHT SYSTEMS's sole discretion. INSIGHT SYSTEMS may require any proposed assignee of this AGREEMENT to enter into a new written agreement with INSIGHT SYSTEMS. INSIGHT SYSTEMS may assign this AGREEMENT to any person or entity, and thereafter be relieved of all liability hereunder.
Notices
1. All notices, requests, demands, and other communications shall be validly given if delivered in person, facsimile transmission, sent by electronic mail, or forwarded by registered or certified mail addressed to the other party at the address provided in the signature block of this AGREEMENT, unless such party has notified the other party of a substitute contact information in writing pursuant to this article.
2. Notices delivered in person or sent via facsimile or electronic mail during normal business hours shall be deemed to be received on the same date. Notices forwarded by registered or certified mail shall be deemed to be delivered three (3) days after such notice was mailed.
Relationship. The PARTIES shall do business at their own risk and for their own profit. Nothing in this AGREEMENT shall constitute a partnership or agency relationship between SUBSCRIBER and INSIGHT SYSTEMS or authorize either party to make any representation on behalf of or in any way to bind the other party to any obligation of any kind, express or implied, to any third party, or to incur any liability on behalf of the other party.
Government Regulations. SUBSCRIBER shall at its own expense comply with all laws, ordinances, rules, regulations and other requirements of the government having jurisdiction pertaining to or in relation to any matter connected with or arising out of this AGREEMENT.
Severability. If any of the provisions of this AGREEMENT shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the other portions of this AGREEMENT shall remain in full force and effect.
Force Majeure. No liability hereunder shall result to a party by reason of delay in performance caused by force majeure, that is, circumstances beyond the reasonable control of the party, including, without limitation, acts of God, fire, flood, war, terrorist attack, civil unrest, labor unrest, or shortage of or inability to obtain material as equipment.
The failure of either party to enforce at any time or for any period of time, the provisions hereof in accordance with their terms will not be construed to be a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision.
No Third Party Beneficiary. The benefits and protection provided by this AGREEMENT shall inure solely to the benefit of the PARTIES. This AGREEMENT shall not be deemed to create any right in any person or entity who is not a party to this AGREEMENT and shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party unless specified in Exhibit C.
Questions. All questions and requests for customer service and/or technical support should be directed to INSIGHT SYSTEMS Customer Service Team at 4051 Broad Street, Suite 220, San Luis Obispo, CA 93401. If SUBSCRIBER is within the US and Canada, call toll free (877) 755-4279 . If calling from outside the United States and Canada, SUBSCRIBER may call 1-(805) 476-2700. Email: Support@INSIGHT SYSTEMSonline.com.

Exhibit B - CARDHOLDER DATA Best Practices

Any merchant who accepts Visa, MasterCard, American Express, or Discover credit cards for payment is subject to the Payment Card Industry Data Security Standard (PCI DSS), which outlines credit card processing merchants' responsibilities for the protection of CARDHOLDER DATA. If SUBSCRIBER uses INSIGHT SYSTEMS's integrated merchant account processing service, INSIGHT SYSTEMS is responsible for protecting CARDHOLDER DATA only after it is properly uploaded and encrypted into SUBSCRIBER DATA by the SOFTWARE SERVICE. SUBSCRIBER remains responsible for the proper handling and protection of CARDHOLDER DATA up to the point that it is properly uploaded and encrypted by the SOFTWARE SERVICE.
INSIGHT SYSTEMS hereby refers SUBSCRIBER to the PCI DSS website, for a complete list of all rules and restrictions that may apply: https://www.pcisecuritystandards.org/.
At a minimum, INSIGHT SYSTEMS recommends that SUBSCRIBER implement the practices set forth below:
1. SUBSCRIBER should do the following:

Exhibit D - ACH Services

Automated Clearing House (ACH) Service is a mandatory service for the SUBSCRIBER that incurs a monthly fee, which is stated in a separate ACH contract titled ACH Services Agreement. This ACH service is not optional and is required to use the INSIGHT SYSTEMS System or use other services such as credit card processing. SUBSCRIBER's monthly ACH services and fees will not end unless SUBSCRIBER sends a written termination of ACH services request to INSIGHT SYSTEMS. The services can be cancelled at anytime. SUBSCRIBER should refer to the ACH Services Agreement for full details about terms, obligations, fees, privacy, and other details concerning ACH services.

In witness whereof, the PARTIES hereto have electronically signed this AGREEMENT as of the date and time stamp stored inside INSIGHT SYSTEMS's internal database.