Terms of Service

Effective 01 November 2023

By using online services, software and websites provided by Insider Software Inc. (hereinafter referred to as “Insider”, “we,” “us,” and “our”), you (hereinafter referred to as “you” and “your”) hereby enter into an agreement with Insider and agree to be bound by the terms set forth in this document as well as in the Insider Privacy Policy, the Terms of Use of Insider websites, and other conditions that might be presented to you by Insider from time to time in connection your use of Insider services, software and websites (all of which collectively are hereinafter referred to as the “Terms” or “Terms of Service”).

1.   Service Definition

Insider provides a subscription service that allows you to: (i) download and run software (such software including any related documentation, the “Software”) on your computers and devices (subject to the license agreement set forth in the Section entitled “Rights to Use the Service; Installed Software”), (ii) connect to Insider-managed servers in remote data centers to upload, store and manage digital assets and related information (“Content”), and (iii) download or transmit that Content to your computers and devices (collectively referred to as the “Service”).

2.   Rights to Use the Service; Installed Software

These Terms of Service constitute a contract between you and Insider Software Inc., a corporation headquartered in Midvale, Utah in the United States of America. Even if you purchased or gained access to the Service from a third party, these Terms of Service still apply to you if you elect to use the Service.

If you do not agree to these Terms, you do not have the right to use the Service. By using the Service, you shall be indicating your agreement with these Terms and your agreement to be a party to this binding contract. By using the Service, you also acknowledge, accept and agree with all provisions of Insider’s Privacy Policy, including the use and treatment of your account information and your Content.

These Terms of Service may be changed by Insider from time to time and such changes will be announced on our website, during your use of the Service, and/or by an email message sent to the address that you have provided to us. If we update these Terms, you can accept the new Terms or stop using the Service. Your continued use of the Service after the effectiveness of updates to Terms shall indicate your agreement with the new Terms and your consent to be bound by them.

When you create an online account to use the Service, you provide an email address and a password. Once your account is created and you accept these Terms, Insider grants you: (i) access to the Service subject to these Terms, and (ii) a non-assignable, non-exclusive license to install and use the Software provided to you (by or on behalf of Insider) for the number of computers or users authorized to use the Service. Insider grants you these rights solely so you can use the Service subject to the Terms, and all of your rights terminate when your account is closed by you or Insider.

The Software is licensed and not sold. Subject to the condition that you are in compliance with these terms: (a) you may install and use the Software (or an upgrade, update patch or enhancement, as applicable), on the number of computers for which you have a currently active client license, and (b) each client copy of the Software may be used by a single simultaneous operator. No other use, copying or distribution of the Software is permitted. You may not rent the Software Product, nor may you offer use of it to others through a service bureau or application service provider.  A currently active client license is either a perpetual license that you have acquired from Insider for the Software, or a subscription license that is currently in effect and not in a state of expiration.

Upon the termination of your use of the Service, your rights to use the Software shall terminate automatically without notice from Insider. Without prejudice to any other rights, Insider may terminate your right to use the Software at any time if you breach any material terms or conditions of these Terms.  Promptly after termination of your rights to use the Service for any reason, you must destroy all copies of the Software and all of its component parts in your possession (including all component parts, any media and printed materials, and any prior versions). The terms of this paragraph shall survive any termination of the Service.

The owner of the computer on which you install the Software may have entered into a broad license agreement with Insider governing the use of certain Insider products including this Software. To the extent that the owner of the computer has entered into such an agreement that specifically states that it governs the use of the Software on computers owned by the owner, then any conflict between that agreement and these Terms shall be resolved in favor of the terms of that agreement, but otherwise these Terms shall simultaneously govern your license to the Software.

3.   Content Rights

In conjunction with your use of the Service, you may store and upload electronic information (“Content”), which may include fonts, images and other digital assets; license information for those assets; information that describes and associates those assets with each other; and information that identifies users and groups of users in your organization, including but not limited to their names and email addresses.
When you upload Content to the Service, you grant to Insider and its service providers the right to store, transmit, backup, duplicate and present the Content in connection with our providing the Service to you—and that this right remains in effect for as long as your Content is stored by the Service. Insider acknowledges that we do not obtain any other right, title or interest to your Content from your use of the Service.
You agree to refrain from uploading Content to the Service for which you do not have usage rights, and you agree to indemnify Insider against any claims made by third parties against Insider for its use of the Content that you upload to the Service. If Insider becomes aware of an alleged infringement of copyright, trademark or intellectual property laws related to your Content that we believe complies with the United States Digital Millennium Copyright Act or other laws, we reserve the right to remove such Content from the Service and terminate your access to the Service at our sole discretion.

4.   Usage Requirements

By using the Service, you agree to be responsible for your Content and your conduct while using the Service, and that you agree to the following rules:

• You are responsible for complying with all laws concerning your Content and actions while using the Service.
• You will not use the Service for the commission or promotion of illegal activities.
• You will not upload, post or transmit any Content that infringes the copyright, trademark or other intellectual property or proprietary rights of another party.
• You will not upload, store or transmit any Content for which you do not have sufficient rights as a result of contractual or fiduciary relationships. Such relationships may include, but are not limited to confidentiality, non-disclosure, employment and contractor agreements, as well as applicable governmental regulations.
• You will not attempt to disguise or misrepresent your identity to Insider or third parties in conjunction with the establishment, use or cancellation of the Service, or in conjunction with payment for the right to use the Service.
• You will protect the confidentiality of personal information and passwords belonging to yourself and others in your organization that are used in connection with the Service.
• You will not attempt to use, copy or steal the Content of others unless they have given you permission to do so.
• You will not post objectionable Content to the Service, including but not limited to Content that is threatening, abusive, harassing, defamatory, libelous, obscene, invasive, hateful or racially, ethnically or otherwise objectionable; that contains nudity, sexually graphic material; or material that is otherwise deemed explicit by Insider. You agree to remove any objectionable Content from the Service in a timely manner when requested by Insider, and you further grant Insider the right to remove any of your Content that Insider deems to be objectionable.
• You will not upload, store or transmit any Content in an attempt to interrupt, destroy or limit the functionality of the Service or its associated software, hardware or communications equipment.
• You will not attempt to copy or resell the Service without the express written consent of Insider.

5.   Transmission and Storage of Content

Your use of the Service may result in interstate and/or international transmission of your Content across data networks, and your use of the Service shall indicate your consent to permit such transmissions. You further agree that by using the Service, you will not upload, store or transmit any Content for which you do not have the right to upload, store or transmit under any applicable law or regulation.

6.   Intellectual Property Rights

You agree that all intellectual property rights in the Service and Software, including copyrights, trademarks, patents and designs, are protected by copyright, trademark, patent, and/or other laws or regulations. Except to the extent such a restriction is unenforceable under local law, you may not reverse engineer, decompile, or disassemble the Software. The Software is licensed as a single product, and its component parts may not be separated for use on more than one computer. You may not modify, amend, or create derivative works of the Software.

7.   Service Updates

Insider retains the right to modify and/or improve the Service’s functionality (“Updates”) that may change how it operates when compared to previous versions of the Service. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of any part of the Service.

You also acknowledge that actions taken by Insider to make Updates available may impair or prevent you from accessing your Content or using the Service for limited periods, and agree that Insider has no responsibility or liability as a result of any such actions.

Insider is committed to a dependable, quality service that supports business use. Notwithstanding anything in these Terms to the contrary, Insider may from time to time with or without notice establish limits on: (i) the amount of storage available to you, (ii) the network bandwidth used by users in your organization, and/or (iii) the number of uploads or downloads made by users in your organization.

Insider may download software updates to your computers and devices to provide you with enhancements and repairs to the Service. We will try to provide you a choice of whether or not to install such updates, but in some cases, we may require you to install the update to continue accessing the Service. As part of the Service, you agree to permit Insider to deliver these updates to you, and you agree to receive them.

8.   Terminating the Service

To deactivate your account, you must notify Insider Customer Service using the contact information in Section 13 of these Terms of Service.

If you request to terminate your access to the Service during a trial or demo period, your right to use the Service shall terminate immediately.

If you request to terminate your access to the Service during a period for which you have paid for a Service subscription, your rights to use the Service shall remain in effect through the end of the prepaid period. You will not receive a refund if the Service is cancelled during the prepaid period. Notwithstanding the foregoing, if you cancel the Service within 30 days of your initial purchase of the Service, Insider may refund your payment for the Service to you.

Insider may suspend, limit or cancel your access to the Service with or without notice. Reasons for Insider taking such action may include, without limitation: (a) breach or violation of these Terms, (b) the ending of your trial or demo period for the Service; (c) your nonpayment of any fees related to your use of the Service; (d) discontinuance of the Service. When your access to the Service is canceled, you will no longer be able to use the Service, nor retrieve Content stored in your account.

9.   Third Parties

Insider may at its sole discretion include third-party software and services in the Service, for which Insider makes no warranties express or implied except that we will remove, repair or replace such software and services at our discretion to provide the Service to you.

You agree that affiliates of Insider shall be third-party beneficiaries to these Terms and that such affiliates shall be entitled to directly enforce and rely upon any provision of these Terms that benefits them. No other person or company shall be a third-party beneficiary to these Terms.

In your use of the Service, if you utilize or obtain a product or service from any third party, you may also be subject to the third party’s applicable terms and conditions. These Terms of Service shall not affect your legal relationship with the third party.

10. Indemnification

You agree to indemnify and hold Insider, its subsidiaries, affiliates, officers, agents and employees harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third-party claims relating to your use of the Service, any violation of these Terms of Service or any other actions connected with your use of the Service (including all actions taken under your account). In the event of such claim, we will endeavor to provide notice of the claim, suit or action to the contact information we have for the account, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.

11. Limitation of Liability

To the maximum extent permitted by law, the Service is available “as is.” You understand and agree that:

(a) Your use of the Service and the purchase and use of any products or services are all at your sole risk. The Service is provided and products are sold on an “as is” and “as available” basis. To the maximum extent permitted by law, Insider expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

(b) Insider does not warrant that (i) the Service will meet all of your requirements; (ii) the Service will be uninterrupted, timely, secure or error-free; or (iii) all errors in the Software or Service will be corrected.

(c) Any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and you are solely responsible for any damage to your computer or other device or loss of data resulting from the download or use of any such material.

(d) No advice or information, whether oral or written, obtained by you from Insider or through or from the Service shall create any warranty not expressly stated in these Terms of Service.

(e) Insider, its subsidiaries, affiliates, service providers, and licensors, and our and their respective officers, employees, agents and successors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, cover or other intangible losses (even if Insider has been advised of the possibility of such damages) resulting from: (i) the cost of procurement of substitute goods and services resulting from any goods, products, data, information or service purchased or obtained or messages received or transactions entered into through or from the service; (ii) unauthorized access to or the loss, corruption or alteration of your transmissions, Content or data; (iii) statements or conduct of any third party using the Service, or providing any services related to the operation of the Service; (iv) Insider’s actions or omissions in reliance upon your account information and any changes thereto or notices received therefrom; (v) your failure to protect the confidentiality of any passwords or access rights to your account information; (vi) the acts or omissions of any third party using or integrating with the Service; (vii) any advertising content or your purchase or use of any advertised or other third-party product or service; (viii) the termination of your account in accordance with the terms of these Terms of Service; or (ix) any other matter relating to the Service.

12. Exclusions and Limitations

Nothing in these Terms of Service (including the limitation of liability provisions) is intended to exclude or limit any condition, warranty, right or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

13. Notices to the Parties

Insider may provide you with written notices to the email address associated with your account or postings on the web pages associated with the Service.

Any notice to Insider must be delivered by email to legal@insidersoftware.com or by mail to Insider Software Inc., Attention: Legal Department, PO Box 9020, Midvale, UT 84047 USA.

14. Severability of Terms

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and other provisions of the Terms of Service remain in full force and effect.

15. Disputes Between the Parties

(a) Dispute Process. You agree to contact Insider Customer Service if you have any concerns with the operation of the Service and we will attempt to solve your issue within thirty days. If you conclude that we have not corrected your concern and that you must pursue legal action, you agree that your claim must be resolved by the processes set forth in these Terms. If you initiate any claim against Insider in any other manner, you agree that Insider shall be entitled to have such action dismissed or terminated and you agree to reimburse Insider for legal costs of defending itself against such improperly initiated claims.

(b) Notices of Dispute. Prior to initiating any formal proceedings against Insider, you agree that you will send a notice to us at legal@insidersoftware.com and state that you are providing a “Notice of Dispute.” Upon Insider’s receipt of a Notice of Dispute, Insider and you shall attempt to resolve the dispute through informal negotiation. If the dispute remains unresolved, either you or Insider may initiate formal proceedings according to these Terms.

(c) Jurisdiction. The relationship and any disputes between you and Insider regarding the provision of the Service and these Terms of Service shall be governed in all respects by the laws of the County of Salt Lake, the State of Utah, and the United States of America.

(d) Time Limits. You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these must be filed within one year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim. The provisions of this section, entitled “Time Limits” shall be deemed to constitute a separate written legally binding agreement by and between you and us.

(e) Arbitration. Unless you are subject to the Arbitration Agreement set out in Section 19, and subject to any applicable laws, if a claim arises between you and Insider where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This process shall be initiated by either party sending notice to the other, in which event you and Insider agree to use reasonable efforts to agree within thirty days upon an individual or service (the “Arbitration Manager”) to manage the dispute resolution process according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.

16. Enforceability and Prior Agreements

These Terms of Service constitute the entire agreement between you and Insider and govern your use of the Service unless you have entered into a separate agreement with Insider for your use of the Service.

These Terms of Service supersede any earlier versions of these Terms between you and Insider for the use of the Service as of the Effective Date indicated at the top of these Terms. These Terms do NOT supersede other agreements made by you and Insider, including but not limited to the End-User License Agreement, and terms of use of Insider websites.

17. Meaning of Headings

Section and paragraph headings in these Terms of Service are only for convenience and clarity, and they have no legal or contractual effect.

18. Special Notice for California Users

Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You can contact Insider Software by mail at Insider Software Inc., Attention: Legal Department, PO Box 9020, Midvale, UT 84047 USA,

19. Arbitration Agreement

If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Insider agree that any and all disputes or claims that have arisen or may arise between us—except any dispute relating to the enforcement or validity of your, our or either of our licensors’ intellectual property rights—shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify.

Any arbitration proceedings shall be conducted by the American Arbitration Association (“AAA”) under its rules and procedures applicable at that time, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (to the extent applicable), as modified by our Arbitration Agreement. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA’s website. The arbitration shall be held in the County of Santa Clara, California or at another mutually-agreed location. If the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us subject to the arbitrator’s discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Insider users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.

The AAA rules will govern the payment of all filing, administration and arbitrator fees, unless our Arbitration Agreement expressly provides otherwise. If the amount of any claim in an arbitration is US$10,000 or less, Insider will pay all filling, administration and arbitrator fees associated with the arbitration, so long as (i) you make a written request for such payment of fees and submit it to the AAA with your Demand for Arbitration and (ii) your claim is not determined by the arbitrator to be frivolous or unfounded. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Insider will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous or unfounded, you agree to reimburse Insider for all fees associated with the arbitration paid by Insider on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.

You and Insider agree, as part of the arbitration agreement, that each of us may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding. We refer to this as the “prohibition of class and representative actions.” Unless both you and we agree otherwise, the arbitrator may not consolidate or join your or our claim with another person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative or class proceeding. The arbitrator may only award relief, including monetary, injunctive, and declaratory relief, in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claims. Any relief awarded cannot affect other Insider users.

Except with respect to the Prohibition of Class and Representative Actions, if a court decides that any part of this Arbitration Agreement is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. If a court decides that the Prohibition of Class and Representative Actions is invalid or unenforceable, then this entire Arbitration Agreement shall be null and void. The remainder of these Terms and this “Disputes” section will continue to apply.