Terms of Service

Effective Date:
July 17, 2023

This SAAS Services Agreement (“Agreement”) is between InScope Tech, Inc (“Company”) and the customer identified above (“Customer”) and is effective as of the date identified above (“Effective Date”). This Agreement allows Customer and its Affiliates to purchase access to the Service and related Technical Services under one or more Orders.

1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide Customer the Services.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Exhibit A.

1.3 Company may use third-party services to support integrations with the Services. Company ensures that all third-party services used meet applicable privacy and security requirements.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 Customer 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, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES

4.1 Customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then‑current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

4.2 Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

5. TERM AND TERMINATION

5.1 Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

6. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Company does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

7. INDEMNITY

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The parties shall work together in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer otherwise agrees to reasonably cooperate with Company to serve as a reference account upon request.


EXHIBIT A

Support Terms

  • Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of Federal Holidays (“Support Hours”).
  • Customer may initiate a helpdesk ticket during Support Hours any time by emailing [email protected].
  • Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

Overview: InScope operates a Software-as-a-Service (SaaS) business model for midmarket and enterprise customers, providing subscriptions to our products and services. This Privacy Policy explains how InScope collects, uses, shares, and processes Personal Data, which refers to any information that can identify or be linked to an individual.

Table of Contents:

  1. What Our Privacy Policy Covers
  2. How We Collect and Use Your Personal Data
    • Personal Data Provided by You
    • Personal Data Collected Automatically
    • Personal Data Obtained from Other Sources
  3. Cookie Policy
  4. How We Disclose Your Personal Data
  5. How We Protect Your Personal Data
  6. How We Transfer Your Personal Data Internationally
    • Data Privacy Framework
  7. How We Retain Your Personal Data
  8. Your Privacy Rights
  9. Exercising Your Rights
  10. Additional Rights and Disclosures
  11. Changes to this Privacy Policy
  12. Contact Us

What Our Privacy Policy Covers: InScope distinguishes between "controllers" and "processors" of Personal Data. A controller decides why and how to process Personal Data, while a processor processes Personal Data on behalf of a controller. InScope may act as either a controller or a processor, depending on the scenario.

This Policy applies when InScope is the data controller of your Personal Data, explaining how we collect, use, and share your Personal Data for our purposes. This includes when you:

  • Visit an InScope website that links to this Policy
  • Visit our branded social media pages
  • Visit an InScope office
  • Interact with InScope as a representative of a company that has an account with us
  • Use our products and services where we act as a controller of your Personal Data
  • Register for, attend, or take part in an InScope event, webinar, program, training, or certification
  • Participate in surveys, research, or other similar data collection facilitated by us
  • Receive a communication from us or otherwise communicate with us

Customer Data: Our customers control the data they input into our products and services ("Customer Data") and how it is used. This Policy does not cover how we process Personal Data on behalf of our customers as a processor. If you have questions about the Personal Data your organization holds in InScope, please direct your request to your organization.

Third Party Links: Our websites and services may contain links to other websites, applications, platforms, and services maintained by third parties. The information practices of these third parties are governed by their privacy statements, which you should review.

How We Collect and Use Your Personal Data:

A. Personal Data Provided by You: We may ask you to provide Personal Data voluntarily, including contact details for account creation, marketing communications, or inquiries. This data may include identifiers, professional or employment-related information, financial account information, and more.

B. Personal Data Collected Automatically: We collect certain information automatically, such as IP addresses, device types, and usage information, when you visit our websites or use our mobile applications. This information helps us improve our services and understand user behavior.

C. Personal Data Obtained from Other Sources: We may collect Personal Data from third-party providers, publicly accessible sources, or your organization. This information may include identifiers, professional and employment-related information, and more.

Cookie Policy: We use cookies and similar tracking technologies to collect and use Personal Data about you, including for analytics and advertising purposes. For more details, please see our Cookie Policy.

How We Disclose Your Personal Data: InScope may share your Personal Data with:

  • Affiliates within the InScope group
  • Service providers and professional advisors
  • Your organization/employer
  • InScope sponsors and partners
  • Advertising networks and social media platforms for marketing purposes
  • In connection with business transactions
  • As required by law or to protect our rights

How We Protect Your Personal Data: We use technical and organizational measures to protect your Personal Data, ensuring a level of security appropriate to the nature of the data and the risks involved. However, the security of information transmitted through the internet cannot be guaranteed.

How We Transfer Your Personal Data Internationally: We may transfer, process, and store your Personal Data outside of your country of residence. We comply with applicable legal requirements for such transfers, ensuring appropriate safeguards are in place.

Data Privacy Framework: InScope complies with relevant data privacy frameworks and relies on appropriate legal bases for transfers of Personal Data.

How We Retain Your Personal Data: We retain your Personal Data for as long as necessary to fulfill the purposes described in this Policy, or as required by law. When no longer needed, we will delete or anonymize your Personal Data.

Your Privacy Rights: Depending on your location, you may have certain rights regarding your Personal Data, such as accessing, correcting, or deleting your data. You may also object to or restrict certain processing activities and have the right to data portability and withdrawal of consent.

CCPA Rights

If you are a California resident, you have the following rights under the CCPA:

  • The right to know what Personal Data is being collected about you.
  • The right to access your Personal Data.
  • The right to request deletion of your Personal Data.
  • The right to opt-out of the sale of your Personal Data.
  • The right to non-discrimination for exercising your privacy rights.

To exercise your CCPA rights, please contact us using the information below.

GDPR Rights

If you are located in the European Economic Area (EEA), you have the following rights under the GDPR:

  • The right to access your Personal Data.
  • The right to correct your Personal Data.
  • The right to delete your Personal Data.
  • The right to restrict the processing of your Personal Data.
  • The right to data portability.
  • The right to object to the processing of your Personal Data.
  • The right to withdraw your consent at any time, if we are processing your Personal Data based on consent.

To exercise your GDPR rights, please contact us using the information below.

Exercising Your Rights: To exercise your rights, please contact us using the information below. We will take steps to verify your identity and respond within the time period permitted by applicable law.

Additional Rights and Disclosures: We do not knowingly collect Personal Data from children under 13. We do not sell Personal Data to third parties. For more details on specific rights and disclosures, please see the relevant sections of this Policy.

State Law Privacy Rights
California Resident Rights Under California Civil Code Sections 1798.83-1798.84: California residents are entitled to contact us to prevent disclosure of Personal Data to third parties for such third parties’ direct marketing purposes; in order to submit such a request, please contact us at [email protected].

Nevada Resident Rights: If you are a resident of Nevada, you have the right to opt-out of the sale of certain Personal Data to third parties who intend to license or sell that Personal Data. You can exercise this right by contacting us at [email protected].

Changes to this Privacy Policy: We may update this Policy from time to time. Changes will be posted on our website, and significant changes will be communicated to you directly.

Contact Us: If you have any questions or wish to exercise your rights, please contact us at:

Email: [email protected]

If you have a disability that prevents you from accessing this Policy, please contact us for assistance.