Terms & Conditions

1. WHY DID WE CREATE THE PLATFORM?

2. WHO IS OUR CUSTOMER?

1. 1. 1. The Customer. Except for a limited 10 day free trial (see Section 7), the Platform is only available to customers (“Customers”) who sign our Master Services Agreement (“MSA”), pay a fee, and create an Inspire account (the “Account”). Only individuals who have the full authority to enter into binding contracts and conduct business on behalf of the Customer may sign the MSA and create an Account. We may require this individual (hereinafter the “Initial User”) to provide proof of their authority to enter into contracts on behalf of the Customer, and we reserve the right to suspend the Customer’s access to the Platform until such proof is provided. However, we specifically disclaim all liability for an MSA that was signed and/or an Account that was opened by an individual who had no authority to do so on Customer’s behalf.By creating an Account, the Customer represents and warrants that the Initial User has full authority to create the Account; that all registration information that is submitted is truthful and accurate; and that the Customer will maintain the accuracy of such information. If any of the Account information changes, the Account must be immediately updated with the current information. Information related to the Account can be changed or updated by contacting us at support@inspiresoftware.com.
      2. Responsibilities of the Customer. The Customer shall ensure that the Customer and all its Administrators, Supervisors and Authorized Users (defined below) comply with these Terms of Service, the Privacy Policy, and the MSA. The Customer further represents and warrants that it is responsible for itself as well as the conduct of its Administrators, Supervisors and Authorized Users. The Customer agrees to hold Inspire harmless for the conduct of the Customer, the Administrators, Supervisors and the Authorized Users, per Section 10 (indemnification). The Customer shall also provide us with all necessary rights, permissions and/or consents necessary to grant us the rights and licenses in these Terms of Service, and all rights, permissions and/or consents necessary for the lawful use and transmission of personal information and data that is required for the use and operation of the Platform.To be clear, the Customer is responsible for complying with all applicable laws, rules and regulations, and represents and warrants that it and its Administrators, Supervisors and Authorized Users will not use the Platform in a manner that violates these Terms of Service or any applicable laws, rules and regulations.
      3. The Customer’s representations & warranties regarding Data. Users of the Platform may enter data into the Platform, which may include or incorporate information related to the Customers’ employees, as well as third party individuals – for example, independent contractors (collectively, the “Data”). The Customer represents and warrants that it has all necessary rights and permissions to enter the Data into the Platform. The Customer further understands and agrees that it shall (i) bear all responsibility for the Data, and (ii) resolve all disputes involving the Data. The Customer represents and warrants that it will hold us harmless from all claims and/or disputes related to the Data, per Section 10 (indemnification).

3. TYPES OF USERS OF THE PLATFORM, AND THEIR CORRESPONDING RIGHTS & RESPONSIBILITIES

Upon the creation of the Account, we will work with the Customer to set up permissions and delegate tasks and authorities to various users of the Platform. These users will fall into one of three categories, depending on the level of permissions they are granted:

Administrator  – The Administrator Category contains four subcategories: General Administrators, Human Resource Administrators, and Dashboard Administrators (collectively referred to as “Administrators”). Each subcategory has different rights and permissions. For example, the General Administrator and Human Resource Administrator can add or delete other users of the Account, including other Administrators.

Supervisor – Users in the Supervisor Category (“Supervisors”) have access to certain data and features of the Platform that Authorized Users do not. For example, Supervisors have the ability to see direct reports and manage the Authorized Users who report to them.

Authorized User – Users in the Authorized User Category (“Authorized Users”) are neither Administrators nor Supervisors, and do not have access to the administrative and supervisory features of the Platform.

1. 1. 1. Administrators
         • Requirements of an Administration. Administrators must have full authority to act on behalf of the Customer. We may require the Administrators to provide proof that they have the authority to act on behalf of the Customer. However, we specifically disclaim all liability for the actions of Administrators who had no authority to act on the Customer’s behalf.
         • Permissions & restrictions for Administrators. Administrators have the highest level of permissions on the Platform. Any user (whether that user is an Administrator, a Supervisor, or an Authorized User) may be added or deleted by another Administrator with the requisite permissions (i.e., the General Administrator or Human Resource Administrator). In the event a user is deleted from the Platform, that user shall cease to have access to the Platform and any information/data/content within the Platform. An Administrator with the requisite permissions may also rename the Account or change information in the Account. However, Administrators shall not take any action or inaction that is disparaging to Customer or contrary to Customer’s mission or instructions. We are not liable for the conduct of the Customer or Administrators, including, without limitation, deletion of data, improper use of data, inappropriate information posted; violation of laws related to privacy; or any other conduct by the Customer or an Administrator.
         • Conflicts involving Administrators. In the event of a conflict among two or more Administrators or between an Administrator and the Customer, the Customer must resolve the issue and provide us with written instructions, signed by the Customer’s Chief Executive Officer, on how to proceed. We will proceed based on those instructions. In the event of a conflict over the identity of the Chief Executive Officer, we will act in accordance to a court order that names the Chief Executive Officer. If a dispute requires us to engage counsel, Customer agrees to pay our fees and costs. We may suspend Account and your Access to the Platform until said conflict is resolved.
         • Responsibilities of Administrators. Administrators shall follow the instruction of the Customer and shall comply with the Customer’s policies and practices that are relevant to the use of the Platform. Administrators shall also provide us with all necessary rights, permissions and/or consents necessary to grant us the rights and licenses in these Terms of Service, and all rights, permissions and/or consents necessary for the lawful use and transmission of personal information and data that is required for the use and operation of the Platform. Furthermore, Administrators shall (a) ensure that Supervisors and Authorized Users understand and comply with all Customer policies and practices that are relevant to their use of the Platform; (b) ensure that the Supervisors and Authorized Users understand and comply with these Terms of Service and our Privacy Policy; (c) obtain all rights, permissions and/or consents from Supervisors and Authorized Users that are necessary to grant us the rights and licenses in these Terms of Service; and (d) obtain all rights, permissions and/or consents from Supervisors and Authorized Users for the lawful use and transmission of their personal information and data that is required for their use and operation of the Platform. Administrators shall cooperate with us in ensuring that they, Customer, Supervisors and Authorized Users comply with these Terms of Service.
      2. Supervisors and Authorized Users.
         • Permissions and restrictions for Supervisors & Authorized Users. Supervisors and Authorized Users must comply with the instructions of the Customer and Administrators. Supervisors and Authorized Users acknowledge and agree that an Administrator with the requisite permissions may (a) remove their access to the Platform; (b) delete or change any information that a Supervisor or Authorized User has entered into the Platform. Supervisors and Authorized Users shall not take any action or inaction that interferes with the Customer’s ability to use the Platform, is disparaging to Customer, or is contrary to Customer’s mission and/or instructions.
         • Responsibilities of Supervisors & Authorized Users. Supervisors and Authorized Users shall follow the instruction of the Administrators and the Customer. Supervisors and Authorized Users shall: (a) comply with all Customer policies and practices that are relevant to the use of the Platform; (b) comply with these Terms of Service and our Privacy Policy; (c) provide Customer and Administrators with all rights, permissions and/or consents that are necessary to grant us the rights and licenses in these Terms of Service; and (d) provide all permissions and/or consents to Customer and Administrators for the lawful use and transmission of their personal information and data that is required for the use and operation of the Platform.
      3. General Requirements for All Users of the Platform.
         • Security of Username and Password. All users of the Platform, no matter what category, are responsible for their respective usernames, passwords, and the security of the Account. Specifically, you may never use another’s username and password. You may not allow others to access or use the Platform with your unique username, password, or other security code. You agree to notify us immediately of any breach of security or unauthorized use of your username and/or password. You acknowledge and agree that we will not be liable for any losses caused by any unauthorized use of your username and password. You shall keep your password secure and take appropriate measures to safeguard the security of your username, password and electronic device(s).
         • Accurate contact information. All users of the Platform are responsible for providing their legal full name, a valid email address or mobile phone number, and any other information requested in order to complete the signup process. If any of this information changes, the information must be immediately updated with the current information. Information can be changed or updated by going to the User Management section and clicking on “Admin Settings.” All users can also contact us with questions on how to update or change their information by email at support@inspiresoftware.com
         • Compliance with these Terms of Service and the Privacy Policy. All users of the Platform shall be responsible for complying with these Terms of Service, the Privacy Policy, and further understand and agree that they are responsible for all information, data and content that they enter into the Platform, and all activity that occurs using the Platform.

4. THE SITE & RESPONSIBILITIES OF VISITORS TO THE SITE

You may visit and use certain features of our Site even if you are not a user of the Platform. Our Site contains information about the Platform and provides you with a way to connect with the Inspire team. For example, the Site contains a link to schedule a demo of the Platform. The Site also provides you with access to the login portal to the Platform.

The content on our Site is informational only (it is not legal, personal or business advice), and is provided to you AS-IS, without any warranties of any kind. If you are a visitor/user of the Site, then you are responsible reviewing our Privacy Policy (available here), complying with these Terms of Service, and taking appropriate measures to safeguard the security of your passwords, electronic information, and device(s). You further understand and agree that you are responsible for all information, data and content that you provide to us, and all activity that occurs while using/visiting the Site. We collect information from visitors and users of our Site as described in our Privacy Policy, and you acknowledge and agree that we may collect data in accordance with our Privacy Policy. Furthermore, we also collect and use information that you provide us with directly (for example, via our “contact us” forms). If you have any questions about the Site or the way we collect data, please let us know by contacting us here.

5. REQUIREMENTS FOR USE OF THE PLATFORM & SITE

1. 1. 1. Do not use the Platform and Site for illegal or prohibited purposes. You agree that you shall NOT use the Platform and/or Site in any manner that is prohibited by these Terms of Service or which is illegal or prohibited by applicable law (including but not limited to copyright laws).
      2. Comply with laws in your jurisdiction. Recognizing the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable data. Specifically, you agree to comply with all applicable laws of your jurisdiction regarding the transmission of technical data and personally identifiable information exported from the United States or the country in which you reside.
      3. Be over the age of 18 and capable of giving legal consent. You must be at least the age of 18 to use the Platform. Any use or access by anyone under the age of 18 is strictly prohibited and in violation of these Terms of Service. By using the Platform or Site, you represent and warrant that you are over the age of 18 and you have the full right, power and authority to enter into these Terms of Service and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into these Terms of Service.
      4. Do not be previously prohibited from using the Platform and/or Site. You may not use the Platform and/or Site if you were previously prohibited from using the Platform and/or Site.
      5. Do not be a Bot. Use of the Platform or Site by “bots” or other automated methods is not permitted.
      6. Only use the Platform and Site for “Acceptable Uses.” The Platform is designed to help you manage objectives, develop leadership techniques, and implement performance strategies. The Site provides information about the Platform and a link to login to the Platform. In a nutshell, we provide the Platform and Site to offer Customers a way to “inspire” their organization, leaders, and employees to reach professional milestones (the “Intended Purpose”) via the use of the Inspire brand software and related services. You agree that you will only use the Platform and Site for the Intended Purpose.
         • if you are under the age of 18.
         • to upload, post, email, otherwise transmit, or post links to any content, or select any username or email address, that is misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
         • to upload, post, email, otherwise transmit, or post links to any content or information that promotes illegal activity, including without limitation the provision of instructions for illegal activity.
         • to upload, post, email, otherwise transmit, or post links to any content or information that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age without parental consent.
         • to “stalk” or otherwise harass another.
         • to collect or store personally identifying information about others without their permission.
         • to impersonate any person or entity, including, but not limited to, falsely state or otherwise misrepresent your affiliation with a person or entity.
         • to mislead or lie to us via the use of misleading contact information or via providing us with false and/or misleading information regarding the Customer.
         • to upload, post, email, otherwise transmit, or post links to any content or information that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
         • to upload, post, email, or otherwise transmit, or post links to any content or information that facilitates hacking.
         • to upload, post, email, otherwise transmit, or post links to any content or information that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party, or contributing to inducing or facilitating such infringement.
         • to upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
         • to upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Platform or Site.
         • to use automated means, including spiders, robots, crawlers, or the like to download data from any of our databases, unless said means is by an API that we have specifically approved of.
         • to conduct your own contests and promotions or to upload, post, email, otherwise transmit, or post links to any information regarding any raffle, contest or game requiring a fee by participants.
         • to incorporate information or content from our Platform or Site into any email or “white pages” products or services, whether browser-based, based on proprietary client-site applications, web-bates or otherwise.
         • to sell, distribute or make any commercial use of third-party information in a manner that could be expected to offend the person for whom the third-Party information is relevant.
         • to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Site or Platform in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Site or Platform in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional web browser, unless said system is by an API that is specifically approved of by us.
         • to interfere with or disrupt the Site or Platform or servers or networks connected to the Site or Platform.
         • to decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any work, including but not limited to software which is deployed in connection with the Site or Platform.
         • to upload, post, email, otherwise transmit, or post links to any material, or act in any manner that is offensive or contrary to the spirit of these Terms of Service.
         • to use the Site or Platform in a country in which we are prohibited from offering such services under applicable export control laws, including but not limited to countries embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).

6. MONITORING & SECURITY

1. 1. 1. Monitoring.We have no obligation to monitor the Site or Platform or your use of the Site or Platform. You acknowledge and agree that we have the right to monitor the Site or Platform electronically from time to time and to disclose any information that we deem necessary to satisfy any law, regulation or other governmental request, to operate the Site and Platform properly, or to protect itself or its users, affiliates, partners and contracted parties, as discussed in further detail in our Privacy Policy.
      2. Security. While we take the security of the Site and Platform very seriously, we cannot ensure or guarantee the security of the Site and Platform. Any such use shall be at your sole risk, and you shall relieve us and our affiliates of all liability in connection therewith.

7. FREE TRIAL & DEMOS

Inspire offers select users a 10 day free trial (the “Free Trial”). You can sign up for the Free Trial by requesting access from an Inspire sales representative. The Free Trial allows you access to some of the Platform’s most common features that allow you to create OKRs, setup 1-1’s, and view test data in reports. You will also be able to experience the new user quick start training.  However, Free Trial users will not have access to any integrations (such as MS Outlook, Teams, and HRIS data) or project management systems (such as Jira and ADO). These features require a paid plan.

The Free Trial expires after 10 days. Prior to the end of the Free Trial, you will receive a notification via email that your Free Trial is ending, and your sales representative will contact you for next steps. The data and content you enter into the Platform during the Free Trial can be retained when you purchase a paid plan.

Inspire and third parties’ authorized by Inspire also offer demos of the Platform. If you are interested in scheduling a demo, please contact us at (619) 647-9410.

8. CANCELLATION AND TERMINATION OF YOUR ACCOUNT & ACCESS TO THE PLATFORM

1. 1. 1. How you can cancel your Account. The Customer is solely responsible for properly cancelling the Account. To cancel the Account, please review your MSA. Only the Customer, or a person with the authority to enter into legally binding agreements on behalf of the Customer, may cancel the Account. Please note that if a Customer cancels your Account, you may not be provided with notice of this cancellation and you will no longer have access to the Platform.You also may not have access to any Data within the Platform. You acknowledge and agree that we are not responsible for any losses you have in the event the Customer cancels your Account, including but not limited to the loss of Data.
      2. How we can cancel your Account or suspend/terminate your access to the Platform. We, in our sole discretion, have the right to suspend or terminate your Account and/or bar your access to the Platform for (i) a violation of these Terms of Service, or (ii) a breach of the MSA. Keep in mind that if the Customer breaches the MSA, your access will still be terminated or suspended even if you individually did not breach these Terms of Service. After termination, you will no longer have access to the Platform, and you may not have access to any Data within the Platform. You acknowledge and agree that we are not responsible for any costs, expenses, or liabilities arising out of or related to the suspension or termination of your Account, including but not limited to the loss of Data.

9. INTELLECTUAL PROPERTY RIGHTS AND CONTENT OWNERSHIP

1. 1. 1. Our intellectual property. The owner of the Platform, Site, and related content (“Licensor”) has granted Inspire the right to provide you with the Platform, Site, and related content.  Licensor shall own and shall continue to own all right, title, and interest to the Platform, Site, and all content and materials related to the Platform and Site, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights embodied in such materials (collectively referred to as the “Inspire IP”). Content which is not created or owned by us or Licensor, including the Leadership Genius materials, the Zegami Pivot plug-in, certain courses offered by guest speakers, and all other third-party product and service marks, are the trademarks and copyrights of their respective owners. Unauthorized use of the Inspire IP may violate copyright, trademark and other laws. You may not reproduce, modify, display, sell, or distribute the Inspire IP unless you obtain our explicit written consent. We grant you a license to use the Inspire IP for the sole purpose of accessing and using the Platform and Site.
      2. Your intellectual property. We claim no intellectual property rights over the Data that you enter into the Platform. However, we ask that you respect the law, and not violate anyone’s intellectual property rights. Thus, you represent and warrant that:
         • The Data does not and will not violate anyone else’s rights of any kind, including without limitation third-party copyrights, trademarks, or rights of privacy or publicity.
         • The Data does not violate these Terms of Service and falls within our definition of “Acceptable Uses” (found in Section 5 of these Terms of Service).
         • There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of the Data, or which might in any way impair the rights granted by you under these Terms of Service.
         • If the Data incorporates (i) content/information created by another individual/entity or (ii) content/information from and/or about another individual/entity (collectively, “Additional Content”), you represent and warrant that you have all rights, licenses and applicable permissions required by law to post and use the Additional Content.
      3. Other’s Content. You shall not post or use any information or content that is not yours without the appropriate permissions. Specifically, if you post, use, submit or share Additional Content, you represent and warrant that you have all rights, licenses and applicable permissions required by law to post and use the Additional Content. As such, you shall hold us harmless from all claims and/or disputes related to the Additional Content.
      4. Licenses. You expressly grant us, and you represent and warrant that you have all rights necessary to grant to us, a worldwide, non-exclusive, sublicensable, transferable, perpetual and irrevocable license to use the Data and Additional Content (i) within the Platform, (ii) to make certain features and services of the Platform available to other users, and (iii) to perform services related to the Platform.
      5. Third parties’ intellectual property. We use several third parties to make certain features of the Platform and Site available to you, including but not limited to Zegami Pivot, Leadership Genius, Gift Tango, OKRsTraining, and Microsoft Azure. You acknowledge and agree that, with respect to any such third party features, content and/or license, you shall be bound by any and all such limitations in place by said third party (via license or other agreement), and shall be subject to any restrictions or terms associated therewith. You acknowledge and agree that you shall receive, with respect to such third-party licenses, only such warranties and protections as we receive directly from the applicable third-party licensor and that we are able to pass on to you.
      6. DMCA. We are committed to protecting copyrights and expect our users to do the same. We abide by the federal Digital Millennium Copyright Act (“DMCA”). If the owner of a proprietary work believes that a user of our Platform or Site is using his/her/its/their proprietary work and that work been copied in a way that constitutes a copyright infringement, please immediately notify us in writing as follows:Please send the written notification to our designated agent, Chris Wollerman, at the following address:Chris Wollerman

         PO Box 893
         Teton Village, WY 83025
         Phone: 619-647-9410
         Email: Cwollerman@inspiresoftware.com

         The notification should be a written communication that includes substantially the following (please consult legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements). To expedite our ability to process the notification, please use the following format:

         1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
         2. Identification of the copyrighted work that the copyright owner claims has been infringed;
         3. Identification of the material that is claimed to be infringing and where it is located on/in the Platform/Site;
         4. Information reasonably sufficient to permit us to contact the copyright owner, such as his/her/its address, telephone number, and, e-mail address;
         5. A statement that the copyright owner (or his/her/its representative) has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
         6. A statement, made under penalty of perjury, that the above information is accurate, and that the signatory is the copyright owner or is authorized to act on behalf of the owner.

         Counter Notification. If you disagree that you are infringing on another’s work, you may elect to send us a counter notice. To be effective, your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements) To expedite our ability to process the counter notification, please use the following format:

         1. A physical or electronic signature.
         2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
         3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
         4. Your name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

         Please also note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these Terms of Service. These Terms of Service are not legal advice, and before sending either a copyright infringement notification or counter notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Where applicable, we will comply with the procedures outlined in the DMCA.

10. INDEMNIFICATION

You agree to defend, indemnify and hold harmless us (Inspire Software Solutions, LLC) and our employees, officers, agents, licensors, and directors from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from: your breach of these Terms of Service, your breach of representations and warranties made in these Terms of Service, your violation of any other person’s intellectual property, your conduct (including but not limited to violations of the law), your use of the Platform, your use of any third party services used in connection with the Platform, and your use of the Site. The Customer specifically agrees to defend, indemnify and hold harmless us (Inspire Software Solutions, LLC) and our employees, officers, agents, licensors, and directors from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the actions or inactions of the Customer and/or its Administrators, Supervisors and Authorized Users.

11. THE INSPIRE RECOGNITION POINTS PROGRAM

The Inspire Recognition Points Program allows Customers to purchase points that correspond to a dollar amount (the “Points”). Once Points are purchased, they are non-refundable. Points are awarded to users based on Customer’s discretion. Users who receive and/or accumulate Points are able to redeem their Points for select name brand gift cards. Gift Tango processes and distributes these gift cards. If Customer chooses to use Inspire’s Recognition system, Customer agrees to comply with Gift Tango’s terms of service, available at https://www.tangocard.com/etos/#ETOS. Customer acknowledges and agrees that Inspire is not liable for (a) Customer’s breach of Gift Tango’s terms of service, or (b) for any dispute between Customer and users that arises out of, or relates to, the Points or Inspire’s Point Recognition Program. You specifically agree that we are not responsible for any taxes, duties or other charges, including sales or use taxes, imposed by any federal, state or local governmental entity which are associated with the Points.

12. DISCLAIMERS AND LIMITATIONS ON LIABILITY

1. 1. 1. Limitations of Liability.IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, INCOME, OR DAMAGES RESULTING FROM LOST DATA, INACCURATE INFORMATION, OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE PLATFORM, THE SITE, YOUR DATA, THE CONTENT WITHIN THE PLATFORM, OR THE CONTENT WITHIN THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS EXCLUSION OR LIMITATION OF LIABILITY IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN OUR MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL NOT EXCEED $100.
      2. Warranties.By entering into these Terms of Service you acknowledge and agree that we are simply providing you with access to the Platform and Site, and that we make no warranties of any kind relating to the Platform and the Site, including but not limited to any data or content contained within, available through, or related to the Platform, any data or content available through the Site, and any related documents and information. Furthermore, nothing on or within Platform or Site shall be considered an endorsement, representation, assumption of responsibility or warranty with respect to any third party, whether in regard to their website, products, technologies, services, business practices or otherwise.WE DO NOT WARRANT THAT OUR PLATFORM, OUR SITE, OR THE CONTENT AVAILABLE ON OR THROUGH THE PLATFORM AND SITE, WILL MEET YOUR EXPECTATIONS, OPERATE ERROR-FREE, OR BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF PLATFORM OR SITE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THOSE COSTS. WE FURTHER DO NOT WARRANT THAT OUR PLATFORM, SITE, OR THE CONTENT AVAILABLE ON OR THROUGH THE PLATFORM AND SITE, WILL RESULT IN A POSITIVE IMPACT ON YOU OR YOUR ORGANIZATION, INCREASE YOUR OR YOUR ORGANIZATION’S PROFITS, OR IMPROVE YOU OR YOUR ORGANIZATION IN ANY WAY.

         YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE PLATFORM, SITE AND THE INTERNET IN GENERAL. THE PLATFORM AND SITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. INSPIRE SOFTWARE SOLUTIONS, LLC, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE PLATFORM, SITE, AND RELATED SOFTWARE, TEXT, GRAPHICS AND LINKS. WE MAKE NO WARRANTIES THAT YOUR DATA WILL BE ACCESSABLE OR AVAILABLE.

      3. Limitation of Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of the Platform and/or the Site must be filed within one (1) year after such claim or cause of action arises, or forever be barred.
      4. Access outside the USA. We make no claims that the Platform and Site are appropriate or legal to be viewed by certain persons or in certain countries. The Platform and Site are for those in the United States and shall not be used by those outside the United States. If you access the Platform and Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

13. EMAIL NOTIFICATIONS & COMMUNICATIONS WITH US REGARDING IMPROVEMENTS

1. 1. Email Notifications. You acknowledge and agree that by providing us with your email address, you grant consent for us to send you notices related to the Platform and Site, including any notices required by law, in lieu of communication by postal mail. Therefore, you must make sure your email address listed under your “Account Information” section is current and accurate. If you do not want to receive legalnotices through email messages, and prefer to receive legalnotices by mail, please contact us at the address provided below. If you do not want to receive non-legal notices by email, please opt out by contacting us at support@inspiresoftware.com.
   2. Your Communications with us Regarding Improvements. You may contact us by email, phone or mail at the address provided below. If you contact us, you agree that if you have ideas regarding improvements or additions to us, we would like to hear them — but any submission will be subject to these Terms of Service. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO US BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO US, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO US THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT WE ARE FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY US, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

14. ARBITRATION, JURY TRIAL & CLASS ACTION WAIVER

1. 1. Arbitration. Please read this Section carefully. It is part of your agreement with us, and it affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION.You agree that any dispute related to these Terms of Service, your use of the Platform, your use of the Site, or any dispute related to your relationship with Inspire Software Solutions, LLC or our affiliates, directors, officers, agents, licensors, shareholders, members, subsidiaries, parents, shall be submitted to binding arbitration under the rules of the Judicial Arbitration and Mediation Services (JAMS), located in San Diego, California. The JAMS Rules of Arbitration shall govern all aspects of the arbitration you bring, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Arbitration Agreement. The JAMS Rules of Arbitration are available on JAM’s website, https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitration shall be conducted by a single arbitrator, with the prevailing party to pay all costs and attorney fees. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
   2. Jury Trial Waiver. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR RIGHT TO A JURY TRIAL.You hereby waive your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and with Inspire Software Solutions, LLC in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
   3. Class Action Waiver. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR CLASS ACTION RIGHTS.ALL CLAIMS AND DISPUTES BETWEEN YOU AND WITH INSPIRE SOFTWARE SOLUTIONS, LLC MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.30-Day Right to Opt-Out of Arbitration, Jury Trial Waiver & Class Action Waiver. You have the right to opt out of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of this Agreement by sending written notice of your decision to opt out to either Inspire Software Solutions, LLC, Attn: Inspire Software 30 day Opt-Out, PO Box 893, Teton Village, WY 83025 or support@inspiresoftware.com (with the subject line: Opt-Out of Arbitration, Jury Trial Waiver and Class Action Waiver Provisions) within 30 days from the date you first create an Account. If you send this notice, then the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions will not apply you must bring claims per the Section labeled “Governing Law,” below. If you do not send this notice, then you agree to be bound by the terms of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions in this Section.

      Agreeing to arbitration and waiving your rights to jury trial and class action participation is an important decision for you to make. It can shorten the litigation process and result in cost savings, but it also takes away certain rights, such as the right to a trial in front of your peers. Thus, please take time to carefully consider the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of this Agreement. Since the information provided in this Agreement is not intended to contain a complete explanation of the consequences of arbitration, class action or jury waiver, you may want to consult an attorney.

15. MISCELLANEOUS PROVISIONS

1. 1. No waiver, entire agreement & partial validity. Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Inspire Software Solutions, LLC and governs your use of the Platform and Site. These Terms of Service supersede any prior agreements between you and Inspire Software Solutions, LLC (including, but not limited to, any prior versions of the Terms of Service) regarding the content herein. If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect. No waiver of any term of the Terms of Service shall be deemed a further or continuing waiver of such term or any other term.
   2. Equitable relief. You understand and agree that due to the nature of these Terms of Service, in addition to money damages, we will be entitled to equitable relief upon a breach of the Terms of Service by you.
   3. Governing law and jurisdiction. These Terms of Service are governed by the laws of the State of California without respect to its conflict of laws principles. Jurisdiction for any claims or disputes arising under these Terms of Service shall be exclusively brought by arbitration in San Diego, California.
   4. Digital admissibility. You hereby agree that a printed version of these Terms of Service shall be admissible in judicial or administrative proceedings and is subject to the same conditions as other agreements, business documents or records originally generated, entered into, signed or maintained in printed form.
   5. QUESTIONS AND OUR CONTACT INFORMATION

16. QUESTIONS AND OUR CONTACT INFORMATION

Any questions or concerns should be addressed to our support team at support@inspiresoftware.com

or by mail at:

Inspire Software Solutions, LLC
Attn: Inspire Software
PO Box 893
Teton Village, WY 83025

You can also reach us by phone at: 619-647-9410