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Terms of Service

BY ACCESSING OR USING ANY EASY INSIGHT SERVICE YOU CONFIRM YOUR ACCEPTANCE OF THE FOLLOWING TERMS (THE “AGREEMENT”) GOVERNING YOUR USE OF EASY INSIGHT’S ONLINE SERVICES (THE “SERVICES”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT THESE TERMS, THEN YOU MAY NOT USE THE SERVICES.

THE EFFECTIVE DATE OF THIS AGREEMENT IS February 9, 2017.

Easy Insight reserves the right to change the terms of this Agreement as needed and shall update it on the Site and www.easy-insight.com/terms.html Use of Easy Insight Services by Customer after any such changes constitutes acceptance of any new terms of this Agreement. If you do not agree to the new terms, you may terminate this agreement in accordance with our cancellation policy.

1. DEFINITIONS

“Authorized User(s)” means you and anyone you authorize to use the Subscription Services when you supply user identifications to Easy Insight;

"Customer Data" means all Customer data submitted, stored, posted, displayed, transmitted or otherwise used together with the Subscription Services;

“Order Form(s)” means the order form for Services and any subsequent order forms specifying, among other things, the service offering selected, additional licenses, additional storage, other services contracted for, applicable fees and other charges as agreed to between the parties. Each such Order Form is incorporated into and becomes a part of this Agreement

"Professional Services" means fee-based implementation, training or other consulting services that Easy Insight may perform as described in a Statement of Work (SOW) executed by the parties pursuant to this Agreement.

“Subscription Services” mean the hosted data integration, aggregation and reporting capabilities including all of Easy Insight’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, templates, designs and other tangible or intangible technical material or information) made available to you by Easy Insight in providing the Services, and any associated support and maintenance services, as may be applicable.

"Statement of Work" or "SOW" means a statement of work entered into and executed by the parties describing Professional Services to be provided by Easy Insight to Customer.

"Third Party Offerings" means Customer-designated services delivered or performed by third parties independently of Easy Insight (which Subscriptions Services may rely on to obtain Customer Data) related to the Subscription Services, or other Customer-designated online, web-based CRM, ERP, or other business application subscription services, and any associated offline products provided by third parties, that interoperate with the Subscription Services.

2. SERVICES

1. Subscription Services. Easy Insight will make any purchased Subscription Services available to Customer pursuant to this Agreement and the relevant Order Form(s) during the subscription term set forth in the Order Form. Customer agrees that its purchase of Subscription Services are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Easy Insight regarding future functionality or features. Customer’s use of the Subscription Services includes the right to access all functionality available in the purchased Subscription Services as of the effective date of this Agreement or such other expressly specified date in the Order Form. Unless otherwise determined by Easy Insight at its sole discretion, subsequent enhancements to the Subscription Services made generally available to all subscribing customers will be made available to Customer at no additional charge. Notwithstanding the foregoing, new features, functionality or enhancements to the Subscription Services may be marketed separately by Easy Insight and may require the payment of additional fees. Easy Insight will determine, in its sole discretion, whether access to such new features, functionality or enhancements will require an additional fee. Unless otherwise set forth in an Order Form, this Agreement will apply to any updates, upgrades and new modules or offerings subsequently provided by Easy Insight to Customer as part of any purchased Subscription Services.

2. Professional Services. Easy Insight will provide Customer with Professional Services as set forth in mutually executed Statements of Work or Order Forms. Each SOW should include, at a minimum: (a) a description of the scope of Professional Services, (b) any work product or other deliverables to be provided to Customer (each a “Deliverable”), (c) the schedule for the provision of Professional Services, and (d) the applicable fees and payment terms for such Professional Services. All SOWs shall be deemed part of and subject to this Agreement. If either Customer or Easy Insight requests a change to the scope of Professional Services described in a SOW, the party seeking the change shall propose such change by written notice. Promptly following the other party’s receipt of the written notice, the parties shall discuss and agree upon the proposed changes. Easy Insight will prepare a change order document describing the agreed changes to the SOW and any applicable change in fees and expenses (a “Change Order”). Change Orders are not binding unless and until executed by both parties. Executed Change Orders shall be deemed part of, and subject to, this Agreement.

3. Service Availability. Easy Insight will use commercially reasonable efforts to make the purchased Subscription Services available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from Easy Insight’s availability commitments: (a) regularly scheduled downtime (with regard to which Easy Insight will endeavor to provide at least 48 hours advance notice); or (b) any unavailability caused by circumstances beyond Easy Insight’s reasonable control, including without limitation, instances of uncontrollable natural forces, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or the unavailability or modification by third parties of Third Party Offerings.

4. License to use Easy Insight Technology. During the Term of this Agreement, Easy Insight hereby grants Customer a non-exclusive, revocable, limited internal use license to access and use the Subscription Services and provide its Authorized Users with access to the Subscription Services.

5. Technical Support. Easy Insight will make every reasonable effort to quickly troubleshoot and support issues that arise. Technical Support does not include Professional Services, consulting, training or support for non-Easy Insight products, services or technologies, including databases, computer networks, communications systems, computers, hard drives, networks or printers. Easy Insight reserves the right to request access to a customer Workspace to help troubleshoot any issues, and Easy Insight may not be able to troubleshoot the issue if such access is not approved by You. Easy Insight will use commercially reasonable efforts to provide support, and does not guarantee that it will fix any and all Easy Insight platform defects or make changes to the Easy Insight platform. Support via email (support@easy-insight.com) and by telephone (1-720-316-8174) is available during scheduled hours (Mountain Standard Time 09:00 – 17:00) Online Documentation can be found at https://www.easy-insight.com/screencasts.html

6. Use and Protection of Customer Data. Easy Insight will maintain reasonable administrative, physical and technical safeguards for the protection, confidentiality and integrity of Customer Data. Easy Insight reserves the right to modify its privacy policies and shall provide notice of such modifications to designated Customer contacts on and through the Easy Insight website. Easy Insight hereby expressly agrees to access and use the Customer Data solely for Customer’s benefit and as set forth in this Agreement.

3. CUSTOMER RESPONSIBILITIES

1. Use Restrictions. You are responsible for all activity occurring under your User accounts, including but not limited to uploading any of your data onto the Services. You shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws. You shall not, when using the Services: send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; interfere with or disrupt the integrity or performance of the Services or the data contained therein; or attempt to gain unauthorized access to the Services or its related systems or networks. Customer shall be responsible for obtaining and providing relevant account information and passwords, and Customer, not, Easy Insight, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Easy Insight shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data.

2. Authorized Users. Easy Insight is not responsible to you for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any person to whom you have given access to the Services, and any person who gains access to your data, even if you did not authorize such use.

3. Access. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone. You shall be responsible for ensuring that such Equipment is compatible with the Services. You shall also be responsible for maintaining the security of the Equipment.

4 Third Party Web Sites, Products and Services. The Subscription Services may rely on or require that Customer access Customer-designated Third Party Offerings to obtain Customer Data from such Third Party Offering. Customer’s or its User’s use of third party websites must at all times comply with the terms of service governing such websites. Customer understands and agrees that the availability of the Subscription Services, or certain features and functions thereof, is dependent on the corresponding availability of Third Party Offerings or specific features and functions of Third Party Offerings. Easy Insight will not be liable to Customer or any third party in the event that changes in Third Party Offerings cause the unavailability of the Subscription Services or any feature or function thereof. To the extent that Easy Insight requires that Customer grant Easy Insight authorizations, passwords or other user credentials to a Third Party Offering to retrieve Customer Data or to enable interoperability with the Subscription Services, Customer shall promptly provide such Third Party Offering Access Codes. Easy Insight shall not share, reassign, divulge or disclose any Third Party Offering Access Codes except to Easy Insight employees or authorized contractors specifically engaged in the performance of the Services. Third Party Offering Access Codes shall constitute Customer’s Confidential Information under this Agreement.

4. FEES AND PAYMENT TERMS

1. Charges and Payment of Fees. You shall pay Easy Insight applicable fees for the Subscription Services and Professional Services as noted on your most recent Order Form or Invoice. You are responsible for keeping your billing and other account information up to date. You must pay when due the fees for the Services stated in the Order Form or other agreement between us. The initial charges will be equal to the current number of total Selected Services on the Order Form. Payments must be made monthly in advance unless otherwise mutually agreed upon in an Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You must provide Easy Insight with valid credit card or approved purchase order information as a condition to signing up for the Services. You may add or delete Selected Services by executing an additional online Order Form. Services added in the middle of a billing month may be charged for partial use for that billing month. Easy Insight reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

2. Billing and Renewal. Easy Insight charges and collects in advance for use of the Services. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Easy Insight’s net income. You agree to provide Easy Insight with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Easy Insight reserves the right to terminate your access to the Services in addition to any other legal remedies. Unless Easy Insight in its discretion determines otherwise, you will be billed in U.S. dollars and subject to U.S. payment terms.

3. Suspension of Service. If any amounts owed by Customer for the Services are thirty (30) or more days overdue, Easy Insight may, without limiting Easy Insight’s other rights and remedies, suspend Customer’s and its Authorized Users’ access to the Services until such amounts are paid in full. Delinquent invoices (accounts in arrears) may be subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or Easy Insight initiates termination of this Agreement, you will be obligated to pay the balance due on your account. You agree that Easy Insight may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. You agree and acknowledge that Easy Insight has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

5. PROPRIETARY RIGHTS

1. Subscription Services. Easy Insight owns all right, title and interest in and to the Subscription Services, including all related intellectual property rights. Easy Insight reserves all rights not expressly granted to Customer under this Agreement. Neither Customer nor any Authorized Users will delete or in any manner alter the copyright, trademark, and other proprietary notices of Easy Insight appearing on the Subscription Services or any portion thereof. Additionally, Easy Insight shall exclusively own all right, title and interest in and to any and all suggestions, enhancement requests, recommendations or other feedback provided by Customer and its Authorized Users relating to the Subscription Services (“Feedback”), and Customer hereby assigns to Easy Insight all of its right, title, and interest in and to the Feedback, including all intellectual property rights therein or relating thereto. At Easy Insight’s reasonable request and expense, Customer will execute necessary documents and take such further acts as Easy Insight may reasonably request to assist Easy Insight to acquire, perfect and maintain such Intellectual Property Rights in the Feedback.

2. Customer Data. Customer exclusively owns all right, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement.

3. Deliverables. Easy Insight shall exclusively own all right, title and interest in and to the Deliverables and related intellectual property rights described in applicable SOWs. Subject to this Agreement, Easy Insight hereby grants Customer a limited, non-exclusive, non-transferable license during the Subscription Term to use the Deliverables solely in connection with Customer’s authorized use of the Subscription Services. Easy Insight shall also exclusively own all right, title and interest in and to the proprietary tools, source code samples, templates, libraries, know-how, techniques and expertise used by Easy Insight to develop the Deliverables.

4. Statistical Information. Easy Insight may monitor Customer’s use of the Services and use data related to Customer’s use in an aggregate and anonymous manner, including compilation of statistical and performance information related to the provision and operation of the Services. Customer agrees that Easy Insight may make such aggregate and anonymous information publicly available, provided that such information does not incorporate any Customer Data and/or identify Customer or its Confidential Information. Easy Insight retains all intellectual property rights in such statistical and performance information.

6. WARRANTIES; DISCLAIMERS

1. Warranties. Each party warrants that it has the legal authority to enter into this Agreement. Easy Insight warrants to Customer that: (a) the Subscription Services will meet the terms of this Agreement during the Term, and (b) Professional Services will be performed in a competent and workmanlike manner in accordance with generally accepted industry standards.

2. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.1, EASY INSIGHT MAKES NO ADDITIONAL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EASY INSIGHT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. EASY INSIGHT DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL OBTAINED BY CUSTOMER THROUGH THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; OR (E) THE SUBSCRIPTION SERVICES OR THE SERVER(S) THAT MAKE THE SUBSCRIPTION SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SUBSCRIPTION SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EASY INSIGHT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.

7. LIMITATION OF LIABILITY

1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

8. TERM AND TERMINATION

1. Term. This agreement will commence on the date you agree to this Agreement and continue on a month-to-month basis unless terminated earlier in accordance with this Section.

2. Termination for Cause. Easy Insight, in its sole discretion, may terminate your password, account or use of the Services if you breach or otherwise fail to comply with this Agreement upon Notice to you. In addition, Easy Insight may terminate a free account at any time at its sole discretion. Easy Insight may allow you thirty days to pay any outstanding fees prior to terminating this Agreement. You agree and acknowledge that Easy Insight has no obligation to retain the Customer Data, and may delete such Customer Data within 30 days after the termination.

3. Retrieval of Customer Data. In the event of termination or expiration of the Subscription Term under an Order Form, Easy Insight shall make Customer Data available for download by Customer in the format in which it is stored in the Subscription Services, provided Customer requests such return of Customer Data and pays all outstanding charges in full within 30 days after the termination or expiration effective date. After such 30-day period, Easy Insight shall have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

4. Survival. The parties hereto agree that the provisions hereof requiring performance or fulfillment after the expiry or earlier termination of this Agreement shall survive such expiry or earlier termination. The provisions of this Agreement relating to ownership, confidential information, warranty disclaimer, indemnification and limits of liability shall survive the expiration or termination of this Agreement.

9. GENERAL

1. Relationship. Easy Insight and Customer are independent contractors, and this Agreement does not create a partnership, joint venture, employment or agency relationship between the parties. This is a non-exclusive arrangement.

2. Entire Agreement. This Agreement, including all Order Forms and SOWs hereto, sets forth the entire understanding and agreement of the parties, and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of the Agreement. Except as set forth in this Agreement, no modifications, amendments or waivers shall be effective unless mutually agreed on by the parties in writing. In the event of a conflict between this Agreement and any Order Forms and SOW, the terms of such Order Form or SOW shall prevail, but only with respect to the specific Services purchased under such Order Form or SOW. Notwithstanding any language to the contrary therein, no terms or conditions stated in Customer’s purchase order or in any other ordering documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

3. Waiver. No waiver of any breach of this Agreement, and no course of dealing between the parties, shall be construed as a waiver of any subsequent breach of this Agreement.

4. Severability. To the extent that any provision, portion or extent of this Agreement is deemed to be invalid, illegal or unenforceable, such provision, portion or extent shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and the remainder of this Agreement, as the case may be, shall remain binding upon the parties.

5. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without reference to its conflict or choice of law rules or principles. Customer hereby submits to the exclusive jurisdiction of the courts of the State of Colorado for any legal action arising out of this Agreement or the performance of the obligations hereunder or thereunder.

6. Publicity. Unless expressly requested in writing, Easy Insight may reference and use Customer’s name and trademarks in Easy Insight business development and marketing efforts, including without limitation its web site.

7. Assignment. Customer may not assign or transfer, by operation of law or otherwise, this Agreement or any of its rights under this Agreement to any third party without Easy Insight’s prior written consent. Easy Insight may assign this Agreement by operation of law or otherwise to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and shall not confer any rights or remedies upon any person or entity not a party hereto.

8. Headings. The subject headings of the articles and sections are for convenience only and shall not affect the construction or interpretation of any of its provisions.

9. Notices. Easy Insight may give notice to Customer by means Easy Insight interface, Customer’s primary e-mail address, or by written communication to Customer’s address on record. Customer may give notice to Easy Insight by written communication sent to: Easy Insight, 621 17th St Suite 825, Denver, CO, 80202.

10. Export. The Services utilize software and technology that may be subject to United States and foreign export controls. Customer acknowledges and agrees that the Subscription Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Subscription Service, Customer represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Subscription Services may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Customer agrees to comply strictly with all applicable export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. Easy Insight and its licensors make no representation that the Service is appropriate or available for use in other locations. Each party shall be solely responsible for its required compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Customer Data contrary to law is prohibited. None of the Customer Data, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects.

11. Force Majeure. Neither Party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other for any losses or damages of any nature whatsoever incurred or suffered by that other if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by: fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. If the force majeure event continues for more than thirty (30) calendar days, then either party may terminate this Agreement for convenience upon written notice to the other party.