1. Privacy & Security. ENSPIREA's privacy and security policies may be viewed at http://www.enspirea.com. ENSPIREA reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.
2. License Grant & Restrictions. ENSPIREA hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own use, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by ENSPIREA and its licensors. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
3. Your Responsibilities. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify ENSPIREA immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to ENSPIREA immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; (iii) not impersonate another user or provide false identity information to gain access to or use the Service; and (iv) not engage in any conduct or use of the Service that jeopardizes or may jeopardize the stability or function of the Service, or the use of or access to the Service by another user.
4. Account Information and Data. a. ENSPIREA does not own any data, information or material that you submit to the Service in the course of using the Service (collectively, "Customer Data"). You, not ENSPIREA, 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 ENSPIREA shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You agree, Customer Data will only use or incorporate media (like photos, videos or audio) that you have taken yourself or that you have all rights to transmit and license and which do not violate trademark, copyright, privacy or any other rights of any other person. To protect your privacy, you agree that Customer Data will not contain any personally identifiable information (like name, phone number, email address or web site URL) of you or of anyone else. Customer Data that uses or incorporates images or video of other people without their permission is strictly prohibited. By uploading any Customer Data on the ENSPIREA site, you warrant that you have permission from all persons appearing in the Customer Data for you to make this contribution and grant rights described herein.
b. It is strictly prohibited to upload any Customer Data of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Agreement
c. You agree that you will not upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this Web site.
d. By uploading Customer Data that includes a photo, video or other media (collectively, the “Customer Media”), (i) you grant to ENSPIREA, with respect to Customer Media made available to the public for public view or consumption, a perpetual, non-exclusive, worldwide, royalty-free license to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the media and any material included in the media; (ii) you certify that any person pictured in the Customer Media (or, if a minor, his/her parent/legal guardian) authorizes ENSPIREA to use, copy, print, display, reproduce, modify, publish, post, transmit and distribute the media and any material included in such media; and (iii) you agree to indemnify ENSPIREA and its affiliates, directors, officers and employees and hold them harmless from any and all claims and expenses, including attorneys' fees, arising from Enspirea’s use of the Customer Media and/or your failure to comply with these the terms described in this document.
e. ENSPIREA reserves the right to review all Customer Data prior to submission to the site and to remove any media for any reason, at any time, without prior notice, at our sole discretion. ENSPIREA reserves the right to withhold, remove and/or discard Customer Data that is abusive, illegal, or disruptive, or that otherwise fails to conform with this Agreement, without notice, including, without limitation, your non-payment. Upon termination, your right to access or use Customer Data shall immediately cease. ENSPIREA shall have no obligation to maintain or forward any Customer Data.
f. ENSPIREA or its licensors have no liability or responsibility to users of the Services or any other person or entity for performance or nonperformance of the aforementioned activities.
5. Intellectual Property Ownership. ENSPIREA alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ENSPIREA Technology and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the ENSPIREA Technology or the Intellectual Property Rights owned by ENSPIREA. The ENSPIREA name, the ENSPIREA logo, and the product names associated with the Service are trademarks of ENSPIREA or third parties, and no right or license is granted to use them.
6. Charges and Payment of Fees. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments may be made annually or monthly consistent with the Initial Term. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide ENSPIREA with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or Renewal Term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. ENSPIREA 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.
7. Billing and Renewal. ENSPIREA charges and collects in advance for use of the Service; provided, Users using the Service solely to view Customer Data is provided free of charge. ENSPIREA will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, or (b) each year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then-current monthly or annual fee charged by ENSPIREA at the time of renewal. Fees for other or additional services, including, without limitation, an increase in Users or maximum Views, will be charged on an as-quoted basis. ENSPIREA's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on ENSPIREA's income. You agree to provide ENSPIREA with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. 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, ENSPIREA reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8. Non-Payment and Suspension. In addition to any other rights granted to ENSPIREA herein, ENSPIREA reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are 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. You will continue to be charged for User licenses during any period of suspension. If you or ENSPIREA initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that ENSPIREA may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. ENSPIREA reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that ENSPIREA 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.
9. Termination upon Expiration/Change to Subscription. This Agreement commences on the Effective Date. This Agreement will automatically renew for successive renewal terms (each a “Renewal Term”) equal in duration to the Initial Term (either monthly or annually) at ENSPIREA's then current fees. Either party may terminate this Agreement or reduce the number of Users or Views, effective only upon the expiration of the Initial Term or Renewal Term, as applicable, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. You agree and acknowledge that ENSPIREA has no obligation to retain the Customer Data, and may delete such Customer Data in its reasonable discretion.
10. Termination for Cause. Any breach of the terms of this Agreement will be deemed a material breach of this Agreement. ENSPIREA, in its sole discretion, may suspend or terminate your password, account or use of the Service in the event of a material breach of this Agreement. In addition, ENSPIREA may terminate a free account at any time in its sole discretion. You agree and acknowledge that ENSPIREA has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
11. Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ENSPIREA represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online ENSPIREA help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
12. Indemnification. You shall indemnify and hold ENSPIREA, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement.
13. Disclaimer of Warranties. ENSPIREA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ENSPIREA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ENSPIREA AND ITS LICENSORS.
14. Internet Delays. ENSPIREA'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ENSPIREA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. 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 THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, 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.
16. Local Laws and Export Control. This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. Each User of the Service acknowledges and agrees that the site 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 and/or the European Union 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 Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site 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 ENSPIREA and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapon, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
17. Notice. ENSPIREA may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in ENSPIREA's account information, or by written communication sent by first class mail or pre-paid post to your address on record in ENSPIREA's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ENSPIREA (such notice shall be deemed given when received by ENSPIREA) at any time by any of the following: letter sent by confirmed facsimile to ENSPIREA at the following fax numbers (whichever is appropriate): (847) 866-1828 (for U.S. Customers); letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ENSPIREA at the following addresses (whichever is appropriate): ENSPIREA LLC, 820 Davis Street, Suite 134, Evanston, IL 60201.
18. Modification to Terms. ENSPIREA reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
19. Assignment. This Agreement may not be assigned by you without the prior written approval of ENSPIREA but may be assigned without your consent by ENSPIREA to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.
20. General. With respect to U.S. Customers, this Agreement shall be governed by Illinois law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Illinois. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and ENSPIREA as a result of this agreement or use of the Service. The failure of ENSPIREA to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ENSPIREA in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and ENSPIREA and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.