Customer Terms & Conditions

Last Updated: 12/20/2024

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We are Inspectiv, Inc., a Delaware corporation (“Inspectiv”). Our application security platform, available at www.inspectiv.com and https://client.inspectiv.com/  (“Website”), combines manual and automated application security testing solutions to scan for vulnerabilities (bugs) in Customer Products, prioritize and eliminate the Vulnerabilities, and help secure Customer Products at scale (“Services”). In addition to manual and automated testing and scanning, customers can publish Vulnerability Disclosure Policy (“VDP”) programs that provide guidelines for submitting information on security Vulnerabilities in Customer Products. And Customers can further leverage the global community of security researchers and ethical hackers, by deploying fully managed “bug bounty” programs that offer monetary rewards for actionable Vulnerability reports.

These Inspectiv Terms of Service, including all documents incorporated or referenced herein and all SOs and SOWs entered into hereunder (collectively, the "Agreement") govern all access to and use of the Services and other Inspectiv Technology.  By accessing or using the Services or other Inspectiv Technology, you agree to abide by the terms and conditions of this Agreement.  This Agreement is effective as of your initial access or use, or upon execution of an SO or SOW hereunder, whichever is earlier (the “Effective Date”). Inspectiv and you are each a “Party” and collectively, the ”Parties.”  In consideration of the mutual promises herein, the Parties agree as follows:

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Definitions

• "Affiliate" means an entity Controlled by, Controlling or under common Control with a Party. An entity has "Control" of another entity when it owns more than 50% of equity or voting interests, or has primary operational or management responsibility.
• "Change of Control" means one or more transactions whereby (a) Control of a Party is transferred, (b) all or substantially all of the Party’s assets or securities are acquired or (c) the Party is merged or consolidated with another entity; provided, that such Party's equity owners immediately before the transaction(s) will, immediately afterward, hold less than 50% voting power of the successor entity.
• "Confidential Information" means non-public, proprietary or trade secret information in any format (written, oral, visual, etc.) (a) that the disclosing Party, its Affiliates or agents (each, a "Disclosing Party") provides to the receiving Party, its Affiliates or agents (each, a "Receiving Party"), (b) that the Disclosing Party designates as confidential or that should reasonably be understood to be confidential under the circumstances of disclosure and (c) that relate to Disclosing Party, its services, products, trade secrets, developments, know-how, personnel or a potential or actual Vulnerability in a Customer Product (except when included in aggregated data that does not identify Customer or a Customer Product).
• "Customer Account" means the Inspectiv account used by Customer to access the Services.
• "Customer Materials" means Customer Products, Testing Environments, Personal Data and other digital assets, materials and intellectual property provided or made available by Customer.
• "Customer Product" means any software, technology or other product or service of Customer that Customer submits to Inspectiv pursuant to any SO, SOW and/or Rules of Engagement.
• “Data Protection Laws” mean any privacy or data protection Laws applicable to Inspectiv’s Processing of Personal Data hereunder, including without limitation: (a) Title 1.81.5, California Consumer Privacy Act of 2018 (California Civil Code §§ 1798.100–1798.199), as amended by Proposition 24, the California Privacy Rights Act of 2020 (the “CCPA”); (b) the EU General Data Protection Regulation 2016/679 (“GDPR”); (c) the Privacy and Electronic Communications (EC Directive) Regulations 2003; (d) the Swiss Federal Act on Data Protection; (e) the Data Protection Act 2018 and the United Kingdom’s version of the GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK GDPR") and any legislation applicable in the UK in force from time to time relating to privacy or the Processing of Personal Data (the “UK Data Protection Laws”); and (f) other applicable U.S. state Laws, in each case, as updated, amended or replaced from time to time.  
• “Documentation” means electronic or printed technical documentation regarding the Services that Inspectiv provides or makes available to Customer.
• “Equipment” means any equipment and ancillary services necessary for Customer to access or use the Services or any Testing Environment, including without limitation hardware, servers, software and operating systems.
• "Feedback" means comments, ideas, proposals, suggestions, recommendations, enhancement requests, data, statistics or other information provided by or on behalf of Customer regarding the Services.
• "Inspectiv Technology" means and includes the proprietary technology owned or licensed by Inspectiv, including the Services, platform, tools, database, user interface and hardware designs, algorithms, architecture, software in source or object formats, class libraries, objects, Documentation, and any Intellectual Property Rights embodied therein or related to any of the foregoing, as well as any derivatives, improvements, enhancements or extensions thereof, whenever developed.
• "Intellectual Property Rights" means all patents, copyrights, trade secrets, trademarks and service marks, trade dress, trade names, goodwill and marketing rights related thereto, works of authorship, inventions, discoveries, improvements, enhancements, methods, processes, formulas, designs, techniques, know how, derivative works, all other intellectual property or proprietary rights (whether or not registered) and equivalents or similar forms of protection existing worldwide, and all applications for and registrations in such rights.
• “Laws” means any applicable national, state, provincial and local laws, rules, regulations, directives, statutes, orders, judgments, decrees, rulings, and enforceable regulatory guidance.
• “Personal Data” means data relating to an identified or identifiable natural person.  An identifiable natural person is one who can be specifically identified, directly or indirectly, by reference to an identifier such as a name, identification number, location data or online identifier, or by reference to one or more factors specific to that person’s physical, physiological, genetic, mental, economic, cultural or social identity.
• “Process” or “Processing” means any operation or set of operations performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
• "Rules of Engagement" means the Parties’ mutually agreed additional terms and conditions for Security Researchers, applicable to a specific Services engagement.
• “Security Incident” means a Personal Data breach or any unauthorized access or breach of security due to Inspectiv’s failure to comply with its data privacy and/or security obligations hereunder, leading to, or reasonably believed to have led to, the theft, accidental or unlawful destruction loss, alteration or unauthorized disclosure of, or access to, any Personal Data Processed by Inspectiv under or in connection with the Agreement.  
• “Security Researcher” means an independent individual who chooses to participate in a publicized “bug bounty” Services engagement, by researching and identifying Vulnerabilities within a designated Customer Product.  As a condition of participation, Security Researchers are required to agree to and comply with Inspectiv’s Researcher Terms and Conditions available at https://www.inspectiv.com/legal/researcher-terms-conditions; but Customer acknowledges that: (a) Security Researchers are independent volunteer members of the global researcher community at large, and are not Inspectiv employees, contractors, subcontractors, personnel, fiduciaries, agents, representatives or Affiliates; (b) Security Researchers have the same online access opportunities to Customer Products as the general public, and they are not granted internal security access or login credentials to Customer Products unless requested by the Customer; and (c) Inspectiv does not control, and is not responsible or liable in any way, for the conduct of any Security Researchers.  (In connection with a specific “bug bounty” engagement, if Customer desires to limit participation to only certain designated Inspectiv personnel, and/or desires to grant such personnel any internal security access or login credentials to Customer Products, then Inspectiv and the customer will address the terms of that engagement in the applicable SO or SOW.)  
• "Service Order" (or "SO”) means a mutually executed Inspectiv order form specifying the Services purchased by Customer and any applicable fees, charges and other terms.
• "Services" means and includes the Services as defined in the introductory paragraph of this Agreement, the Inspectiv Technology and any Professional Services.
• "Statement of Work” (or “SOW") means a mutually executed Inspectiv order form specifying any non-standard, security-related Services ("Professional Services") purchased by Customer and any applicable fees, charges and other terms.
• "Taxes" means any applicable taxes and like charges or surcharges, including excise, use, sales, value-added and other fees, surcharges and levies.
• "Testing Environment" means a Customer Product environment provided or made available to Inspectiv in order to perform the Services.
• “Usage Metadata” means data generated, collected and processed by Inspectiv in connection with providing the Services, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Services and to investigate and prevent system abuse.  Usage Metadata (a) does not comprise Customer data and (b) is collected by Inspectiv on an anonymized or pseudonymized and aggregated basis, such that it does not allow Inspectiv or any third party to determine that such data relates to or is derived from Customer or any specific user.
• "Vulnerability" means a weakness, susceptibility or flaw (i.e., “bug”) in a Customer Product that (a) enables an attacker to access a network or system or otherwise reduce its information security and (b) meets the terms of the applicable Rules of Engagement.

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Licenses, Intellectual Property Rights 

• Services.  During the Term, Inspectiv hereby grants Customer a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Services, as specified in an applicable SO or SOW, solely for Customer’s internal business purposes.  Customer will obtain and securely maintain any Equipment needed to access or use the Services, at Customer’s own expense.  Except as expressly agreed by the Parties, the identity of any Inspectiv personnel will not be disclosed or otherwise made available to Customer by Inspectiv or through the Services.    
• Monitoring.  Inspectiv is not obligated to monitor use of Services, but it may do so for the purposes of operating the Services, ensuring compliance with this Agreement, protecting the rights and safety of Inspectiv’s personnel and third parties, and complying with legal requirements.  To the extent that Customer uses the Services to message or communicate with Inspectiv, Inspectiv reserves the right to monitor, intercept, review, store and/or delete such messages or communications without further notice.  Inspectiv reserves the right to investigate violations or other conduct that affects the Inspectiv Technology.  Inspectiv may also consult and cooperate with law enforcement authorities to prosecute users who violate applicable Laws.  Inspectiv may prohibit any use that it believes (or that is alleged) to be in violation of the Agreement or that otherwise adversely impacts Inspectiv Technology.  
• Usage Metadata. Inspectiv may collect, use, share and disclose Usage Metadata.  As between the Parties, Inspectiv owns the Usage Metadata.
• Machine Learning.  Inspectiv may, as permitted by the Agreement, use Customer data in an anonymized manner for machine learning to support certain product features and functionality within the Services.  For clarity, Inspectiv will not Process Personal Data for the purposes of training or developing machine learning or AI systems, models or algorithms.
• Trial Services.  From time to time, Inspectiv may offer certain Services on a limited basis without fee or charge, including for example, free accounts, trial use, and access to pre-release and beta services (collectively, “Trial Services”).  Access to and use of Trial Services may be subject to additional terms, as specified by Inspectiv.  Inspectiv may modify, discontinue or terminate access to or use of Trial Services at any time, in its sole discretion, and without liability.  Inspectiv’s aggregate liability (excluding indirect damages, for which Inspectiv expressly disclaims all liability) for any claim arising out of or related to Customer’s use of Trial Services will not exceed $500.00.
• Modifications.  Inspectiv may update, modify or even discontinue all or any part of the Services or other Inspectiv Technology in Inspectiv’s sole discretion, with or without notice.  If Inspective materially reduces the functionality of Services or discontinues Services that are not replaced by a substantially equivalent function or feature, Customer may terminate the affected Services upon 30 days’ notice; and in such event, Inspectiv will refund any prepaid, unused Fees in respect of the terminated Services.
• Subcontractors. Inspectiv may, at any time and without notice, use subcontractors in connection with the Services; provided that, that with respect to subcontractors that would qualify as Sub-processors of Personal Data under applicable Data Protection Laws, Inspectiv will provide reasonable notice of any new or changed Sub-processors and a reasonable opportunity to object.  Inspectiv will be liable for the performance of its subcontractors.  For clarity, Customer acknowledges that Security Researchers are independent third parties and are not Inspectiv subcontractors.
• Third Party Resources.  The Services may allow access to or integrate with certain third-party products, services, websites or other resources (“Third Party Resources”).  Inspectiv provides access to any such Third Party Resources solely as a convenience, without endorsement or liability.  If Customer chooses to use Third Party Resources in connection with the Services, Inspectiv may provide the relevant third party provider with access or use of Customer’s information, to the extent expressly authorized by Customer.  Access to and use of Third Party Resources will be subject to any applicable agreement between Customer and the applicable third party provider.  Inspectiv expressly disclaims any liability for Third Party Resources, including without limitation any content, products or services that they display, link to or make available, and for any acts and omissions of third-party providers.

Customer's License to Inspectiv

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• Customer acknowledges that Inspectiv will require access to and use of certain Customer Materials to fulfill its obligations under this Agreement.  During the Term, Customer grants to Inspectiv, its Affiliates and their respective agents, suppliers and subcontractors, a non-exclusive, transferable, worldwide, perpetual, royalty-free license, with the right to sublicense through multiple tiers: (i) to access and use, ingest, reproduce, duplicate, format, store and display the applicable Customer Materials and associated metadata in order to provide the Services; and (ii) to generate Usage Metadata as set forth herein.  As between the Parties, Customer is solely liable for all Customer Materials.  

• If Customer provides Inspectiv with access to any non-public website or Testing Environment, Customer will cooperate with Inspectiv in its efforts to make such website or Testing Environment available through the Services and allow Inspectiv to access such website or Testing Environment.  If any integration, development or other Professional Services are necessary to make such website or Testing Environment available to Inspectiv through the Services, the Parties will enter into an applicable SOW, Customer will timely pay Inspectiv for the Professional Services on a time and materials basis at Inspectiv’s then-current rates, and Customer will reimburse Inspectiv for all Customer approved, out-of-pocket costs incurred in connection with the performance of such Professional Services.

• Feedback.  Inspectiv appreciates any Feedback that Customer or its personnel may provide regarding the Services.   Customer agrees that Inspectiv owns all right, title and interest in such Feedback, including all associated Intellectual Property Rights.

• Intellectual Property Rights.  Notwithstanding anything to the contrary, Inspectiv (or its licensors, as applicable) retains all worldwide rights, title and interest in and to the Services and other Inspectiv Technology, Usage Metadata, Feedback, and any Intellectual Property Rights embodied therein or related thereto.  Notwithstanding anything to the contrary, Customer retains all rights, title and interest in and to the Customer Materials and any Intellectual Property Rights embodied therein or related thereto.  

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Use of the Services

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• Customer Accounts.  To access and use the Services, Customer must register a Customer Account.  Inspectiv will provide initial Customer Account login credentials (i.e., username and password) for use only by Customer.  Customer agrees to provide accurate, complete and current registration information at all times, to keep all Customer Account login credentials confidential and secure, and to notify Inspectiv immediately of any unauthorized use of a Customer Account.  Customer may not share, transfer or assign the login credentials; but may reassign user account privileges to a new designated end user.  Customer is responsible for all activities that occur under the Customer Account.  

• Service Level Agreement ("SLA").   The applicable SLA for use of the Services is set forth in Exhibit 1 hereto. 

• Prohibited Uses.  Except as expressly authorized in writing by Inspectiv, Customer will not (and Customer will use commercially reasonable efforts to cause any user not to) do or attempt to do any of the following, whether directly or indirectly: 
  • modify, copy, display, perform, create derivate works from, or distribute Inspectiv Technology; 

• • use Inspectiv Technology for timesharing or service bureau purposes, or sell, resell, loan, transfer, assign, rent, lease, market, license, sublicense, distribute or otherwise provide access to or use of Inspectiv Technology for the benefit of any third party in any manner not permitted by this Agreement; 

• • access or use Inspectiv Technology without authorization, including other than through an interface provided by Inspectiv; 

• • monitor, test, probe or scan Inspectiv Technology, including to ascertain Vulnerabilities or breach security or authentication measures; 

• • access or use Inspectiv Technology in violation of any Laws; 

• • distribute, store or transmit via Inspectiv Technology any inappropriate, infringing or unlawful data or content; 

• • distribute, store or transmit via Inspectiv Technology any virus, Trojan horse, worm or other content that may be harmful to Inspectiv, the Inspectiv Technology or other customers or users; 

• • harass, bully, stalk or harm any person; 

• • misrepresent or impersonate any person or entity, or otherwise mislead or deceive any person, whether by technical or other means; 

• • interfere with any part of Inspectiv Technology; 

• • interfere with any third party’s access to or use of Inspectiv Technology; 

• • use any unauthorized data mining, scraping, robot or other automated data gathering; 

• • decompile, disassemble, translate or otherwise reverse engineer or attempt to derive the source code for any Inspectiv Technology (except to the extent expressly permitted by Inspectiv or applicable Laws); 

• • avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Inspective Technology; 

• • use, display, mirror or frame any Inspectiv Technology (in whole or part), any Inspectiv name, mark, logo or other proprietary information, or the layout and design of any page or form, without Inspectiv’s express prior written consent; 

• • take any action that causes an unreasonable or disproportionately excessive load on Inspectiv’s systems; 

• • tamper with any Intellectual Property Right attribution or other proprietary notice in or on Inspectiv Technology; or 

• • otherwise violate any applicable Laws.‍

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Payments, Taxes

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• Customer agrees to pay all fees and charges as set forth in an applicable SO or SOW (“Fees”).  Inspectiv will invoice for Fees annually or quarterly in advance, or as otherwise specified in the applicable SO or SOW.  Inspectiv reserves the right, in its sole discretion, to adjust applicable Fees at the end of the then-current Term, upon 30 days’ advance notice to Customer.  Invoices may be provided electronically.  Payment is due within 30 days of invoice date.  Customer will remit payment to Inspectiv via Inspectiv’s designated payment-processing platform or at Inspectiv’s principal offices, unless Inspectiv provides notice otherwise.  All Fees will be invoiced and payable in United States Dollars.  All Fees are non-refundable, except as expressly agreed in writing.  For any credit or debit card chargeback decided in Inspectiv’s favor, Inspectiv may invoice Customer a $25.00 charge to recover costs and pursue any other remedies available herein.

• If an invoice is not paid when due, Inspectiv may, in its sole discretion and effective upon notice to Customer, (i) suspend Services, (ii) apply a late charge on the unpaid amount equal to the lesser of 1.5% interest per month or the maximum rate allowed by Laws, (iii) require Customer to provide a deposit to guarantee payment and/or (iv) pursue any other available remedy.

• If Customer desires to dispute in good faith an invoiced amount, Customer will, within 30 days of the invoice date, (i) pay the undisputed portion of the invoiced amount and (ii) provide detailed notice of the dispute and supporting documentation.  The Parties then will work diligently to resolve the dispute.  If Customer does not timely submit such materials, Customer waives all rights to dispute such amounts, including any claim of set-off or reimbursement.

• All Fees are exclusive of Taxes, which Customer must pay (other than taxes based on Inspectiv’s net income).   If Customer provides Inspectiv with a valid, duly executed tax exemption certificate, Inspectiv will exempt Customer from Taxes per applicable Laws, effective on the date of receipt of the certificate.  If Customer disputes the application of any Taxes, Customer must give notice of the dispute within six months of the invoice date; otherwise, the application of Taxes as between Inspectiv and Customer will be deemed correct and binding on Customer.  If Customer is required by Laws to deduct or withhold from any payment due hereunder, the gross amount payable to Inspectiv will be increased so that, after such deduction or withholding, the net amount received by Inspectiv will not be less than Inspectiv would have received absent such deduction or withholding.

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Privacy, Security

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• Inspectiv will treat any Personal Data collected from Customer or its users in accordance with the Inspectiv Privacy Policy at https://www.inspectiv.com/legal/privacy-policy. 
  
• Each Party will implement reasonable physical, technical and organizational safeguards designed to secure the Inspectiv Technology (with respect to Inspectiv) and the Customer Materials (with respect to Customer) from unauthorized access, disclosure, loss, modification or destruction.  Further, in connection with any Processing hereunder of Personal Data, each Party will comply at all times with all applicable Data Protection Laws.  If any act or omission by a Party results in any actual or reasonably suspected Security Incident, such Party will (i) notify the other Party within 24 hours (unless otherwise prohibited by Laws or otherwise instructed by a law enforcement or supervisory authority) and (ii) promptly take reasonable steps to investigate and mitigate the effects of the Security Incident.‍‍

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Confidentiality

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Receiving Party will not use, copy or disclose Disclosing Party’s Confidential Information except as expressly permitted herein.  All copies of Confidential Information remain Disclosing Party’s sole property.  Receiving Party will protect Disclosing Party’s Confidential Information using at least the same procedures as it uses to protect its own Confidential Information, but with no less than reasonable care.  Receiving Party may disclose Confidential Information to its employees, consultants and contractors who have a need to know in connection with this Agreement and who have executed a similarly stringent confidentiality agreement or are subject to a professional duty of confidentiality.  Receiving Party also may disclose Confidential Information pursuant to applicable Laws, subpoena or other order of a court of competent jurisdiction (collectively, “Legal Requirement”) or to establish rights or obligations under this Agreement in any proceeding; provided, that: (i) reasonable prior notice, unless legally prohibited, is provided to Disclosing Party to permit it the opportunity to contest such disclosure; (ii) Receiving Party cooperates with Disclosing Party to comply with any applicable protective order; and (iii) Receiving Party discloses only to the extent necessary to comply with the Legal Requirement or to establish such rights or obligations.  Receiving Party will notify Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information and will cooperate to help prevent further unauthorized use or disclosure.  

These confidentiality obligations do not apply to Confidential Information which: (i) was in the other's possession before receipt from Disclosing Party; (ii) was received in good faith from a third party not subject to a confidential obligation to the other Party; (iii) now is or later becomes publicly known, through no breach of confidential obligation by Receiving Party; (iv) was developed by Receiving Party without having access to the Confidential Information received from the other Party; or (v) is authorized in writing by Disclosing Party to be released or is designated in writing by Disclosing Party as no longer confidential.  

Receiving Party acknowledges that Disclosing Party’s Confidential Information is valuable and unique and that unauthorized use or disclosure will result in irreparable injury to Disclosing Party, for which monetary damages are inadequate.  If Receiving Party violates or threatens to violate this Section 6, Disclosing Party may seek injunctive relief without posting bond, in addition to any other available remedies.
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Representations and Warranties, Disclaimer, Security Researchers Release

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• Mutual.  Each Party represents and warrants that (a) it has the full right, power and authority to enter into and perform the Agreement and grant the rights granted herein; (b) it is not bound by any obligation that would prevent it from entering into or performing the obligations herein; (c) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; and (d) it will comply with all applicable Laws, including without limitation Data Protection Laws, in its performance hereunder.
• Inspectiv.  Inspectiv further represents and warrants that the Services: (a) will materially conform in accordance with the Documentation; and (b) are free of any virus or other malicious code.

• Customer.  Customer further represents and warrants that, with respect to Customer Materials: (a) Customer owns or has obtained all necessary licenses, rights, consents and permissions to grant the licenses herein, including to Customer Materials and Personal Data; and (2) the Customer Materials and Personal Data, as provided or made available hereunder, will not infringe, misappropriate or otherwise violate any Intellectual Property Rights, rights of publicity or privacy, or other applicable Lawss.  

• Disclaimer.  EXCEPT AS SPECIFICALLY SET FORTH HEREIN, INSPECTIV MAKES THE INSPECTIV TECHNOLOGY AVAILABLE ON AN “AS IS” BASIS AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, INTEGRATION, AVAILABILITY, SECURITY, AND ALL IMPLIED WARRANTIES ARISING OUT OF USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.  WITHOUT LIMITING ANY OF THE FOREGOING, INSPECTIV FURTHER DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INDEPENDENT SECURITY RESEARCHERS, THEIR QUALITY, SAFETY, BACKGROUND, CREDENTIALS OR LEGALITY, OR THEIR ACTIONS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES OR LIMITATIONS ON HOW LONG SUCH WARRANTIES LAST, SO THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY.  IN ADDITION, THESE EXCLUSIONS AND LIMITATIONS ARE NOT INTENDED TO APPLY TO: (a) DEATH OR BODILY INJURY TO THE EXTENT DIRECTLY CAUSED BY A PARTY’S GROSS NEGLIGENCE; OR (b) A PARTY’S FRAUD OR OTHER WILLFUL MISCONDUCT.  FURTHER, INSPECTIV DOES NOT GUARANTEE ANY RESULTS, OR THE ACCURACY OF ANY RESULTS, THAT CUSTOMER MAY OBTAIN FROM THE SERVICES OR OTHER INSPECTIV TECHNOLOGY, DOCUMENTATION OR INSPECTIV CONTENT.

• Release – Independent Security Researchers. AS DISCUSSED HEREIN, SECURITY RESEARCHERS ARE INDEPENDENT THIRD PARTIES, INSPECTIV DOES NOT CONTROL THE SECURITY RESEARCHERS, AND INSPECTIV IS NOT RESPONSIBLE OR LIABLE IN ANY WAY FOR THEIR ACTIONS.  ACCORDINGLY, CUSTOMER RELEASES INSPECTIV AND ITS AFFILIATES FROM ANY CLAIMS ARISING OUT OF OR RELATED TO SUCH SECURITY RESEARCHERS, WHETHER FOR NON-PERFORMANCE, BREACH, INFRINGEMENT, DEFECTIVE PERFORMANCE OR OTHERWISE.  CUSTOMER ALSO RELEASES INSPECTIV AND ITS AFFILIATES FROM ANY AND ALL LIABILITY, RESPONSIBILITY OR INVOLVEMENT IN ANY DISPUTES ARISING OUT OF OR RELATED TO ANY SECURITY RESEARCHERS, THEIR SERVICES, WORK PRODUCT OR ACTIONS.  CUSTOMER’S SOLE CLAIM, RIGHT, RECOVERY AND/OR REMEDY IN CONNECTION WITH ANY OF THE FOREGOING SHALL BE AGAINST AND LIE DIRECTLY AND EXCLUSIVELY WITH THE APPLICABLE SECURITY RESEARCHER, AND NOT AGAINST OR WITH INSPECTIV OR ITS AFFILIATES.

• Term.  This Agreement will continue for one year from the Effective Date (“Initial Term”) unless terminated earlier for cause, and then will renew automatically for successive periods of the same length (each, a “Renewal Term”) unless, at least 30 days before expiration, a Party provides notice of non-renewal.  The Initial Term and all Renewal Terms are collectively, the “Term”.  If the Parties enter an SO or SOW that, subject to any renewals thereof, expires after the Term of this Agreement, the Term will be deemed to expire on the same date as such SO or SOW.
• Termination.  Either Party may terminate this Agreement in whole or part, including any particular Service Order(s), immediately upon notice to the other Party if: (a) the other Party is in material breach of this Agreement and if such breach is capable of cure, the breaching Party does not cure the breach within 30 days after written notice of the breach; or (b)) if the other Party ceases to operate or is liquidated or dissolved, has a receiver or administrator appointed, commences (or has commenced against it) proceedings under any bankruptcy, insolvency or debtor’s relief Laws which are not dismissed within 60 days, makes a general assignment for the benefit of its creditors, or otherwise becomes insolvent or unable to meet its financial obligations.  In addition, if Customer undergoes a Change of Control, Inspectiv may terminate the Agreement upon 30 days’ notice to Customer or Customer's successor; provided, that, Inspectiv has determined that such successor is (i) unable to assume and fulfill Customer’s obligations herein or (ii) is a direct competitor of Inspectiv.  

Effect of Termination

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1. Upon expiration or termination of this Agreement and/or applicable SO or SOW for any reason: (i) all Customer rights to access or use Services and any other Inspectiv Technology and Intellectual Property Rights will terminate and Inspectiv will cease providing same; (ii) Customer will pay to Inspectiv all fees or charges accrued but unpaid for Services provided and not subject to dispute hereunder; (iii) all liabilities accrued before the expiration or termination date will survive; and (iv) each Receiving Party will return (or at the Disclosing Party’s option, destroy and certify in writing to Inspectiv such destruction of) all copies of the Disclosing Party’s Confidential Information.  Notwithstanding anything to the contrary, the Receiving Party may securely retain an archival copy of the Disclosing Party’s Confidential Information and disclose portions of such archival copy to its licensing, accreditation or other regulatory bodies, provided that the recipients are subject to confidentiality requirements at least as restrictive as those provided herein.  Confidential Information securely stored using third-party applications will not constitute a disclosure of such Confidential Information.  Confidential Information incidentally captured by system-backup media need not be returned or destroyed, provided that the backup media are maintained subject to the confidentiality restrictions set forth herein.
2. If Customer terminates this Agreement, an SO or SOW early without cause or if Inspectiv terminates the Agreement, an SO or SOW for cause, Customer will be invoiced and pay to Inspectiv an early termination fee in an amount equal to Customer’s recurring charges, if any, multiplied by the number of months remaining in the Term, or as otherwise set forth in the applicable SO or SOW.  This early termination fee is agreed by the Parties to be liquidated damages and not a penalty.

Limitation of Liability  

• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INSPECTIV BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING LOST BUSINESS, REVENUES, CUSTOMERS, CONTRACTS, PROFITS OR GOODWILL, LOST OR DAMAGED CUSTOMER MATERIALS OR DATA, BUSINESS INTERRUPTION OR REPLACEMENT SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT INSPECTIV KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.  INSPECTIV’S AGGREGATE LIABILITY IN CONNECTION WITH THE AGREEMENT IS LIMITED TO THE AMOUNT OF FEES OR CHARGES PAID BY CUSTOMER TO INSPECTIV DURING THE 12-MONTH PERIOD BEFORE THE DATE ON WHICH ANY CLAIM AROSE.

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Indemnification

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1. Customer will, at its cost, defend and indemnify Inspectiv, its Affliates and their respective officers, directors, managers, employees, agents and permitted successors and assigns (each, an "Inspectiv Indemnitee") through final judgment or settlement, from and against any third-party claim, action, suit, proceeding, judgments, settlements, losses, damages and costs (including reasonable attorneys’ fees and expenses ("Claim") brought against a Inspectiv Indemnitee arising out, related to or based upon: (a) a material breach of Customer’s obligations hereunder; (b) Customer Materials; or (c) unauthorized use of or access to Services or other Inspectiv Technology.
2. Inspectiv will, at its cost, defend and indemnify Customer, its Affiliates and their respective officers, directors, managers, employees, agents and permitted successors and assigns (each, a "Customer Indemnitee") through final judgment or settlement, from and against any third-party Claim brought against a Customer Indemnitee arising out, related to or based upon: (a) a material breach of Inspectiv’s obligations hereunder; or (b) an allegation that Customer’s use of the Services or other Inspectiv Technology in accordance with this Agreement infringes or misappropriates the Intellectual Property Rights of a third party, unless such Claim is attributable to the following: (i) any unauthorized modification or enhancement of the Services or other Inspectiv Technology; or (ii) use of the Services or Inspectiv Technology in combination with other products or services not provided or approved by Inspectiv, where the violation, infringement or misappropriation would not have occurred but for such combination.
3. Process.  In the event of an indemnifiable Claim, the Inspectiv Indemnitee or Customer Indemnitee as the case may be (“Indemnified Party”) will: (a) promptly provide notice of such Claim to the other Party hereto (“Indemnifying Party”), provided that, any delay in providing such notice will not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by the delay; (b) permit the Indemnifying Party to control the defense of such Claim; and (c) provide reasonable assistance at the Indemnifying Party’s cost.  Subject to the foregoing, the Indemnifying Party may select legal counsel to represent the Indemnified Party (such counsel to be reasonably satisfactory to the Indemnified Party) and to otherwise control the defense.  If the Indemnifying Party chooses to control the defense, the Indemnified Party may fully participate in the defense at its own cost.  If the Indemnifying Party, within a reasonable time after receipt of notice of a Claim, fails to defend the Indemnified Party, the Indemnified Party may defend and compromise or settle the Claim at the Indemnifying Party’s reasonable cost; provided, that, in any event, the Indemnifying Party may not consent to entry of any judgment or settlement that imposes liability or obligations on an Indemnified Party or tht diminishes an Indemnified Party’s rights, without obtaining the Indemnified Party’s express prior consent (such consent not to be unreasonably withheld or delayed).
4.  Insurance. Inspectiv will maintain, at its sole cost and expense, one or more policies of insurance (including without limitation, general commercial liability, errors and omissions and cyber liability insurance), issued by insurance carriers authorized by Laws to conduct business in the United States of America with the financial rating of at least A-VII status as rated in the most recent edition of A.M. Best's Insurance Reports, insuring Inspectiv and its Services in such amounts as Inspectiv reasonably believes to be adequate, and for such liabilities, claims and risks against which it is customary for comparably situated companies to insure.
5. Publicity. Customer grants Inspectiv permission to use Customer’s logo and/or name on the Inspectiv Website, in Inspectiv sales presentations, for marketing purposes and promotional materials, and to identify Customer as a customer of the Services in response to requests for information and responses to proposals.  All other uses of Customer’s name, logo, trademarks and/or service marks, trade names, trade dress or other proprietary identifying symbols will be subject to Customer’s consent.  Other than the foregoing, the Parties will not issue press releases or other public communications regarding the Parties’ relationship created by this Agreement or the Services, without both Parties’ express prior consent‍.

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Copyright‍

•  Inspectiv respects content owner rights, and it is our policy to respond to alleged copyright infringement notices that comply with the United States Digital Millennium Copyright Act, 17 United States Code Section 512 (the “DMCA”).  If you believe that your copyrighted work has been used in a way that constitutes copyright infringement and is accessible via the Services, please notify our copyright agent as set forth in the DMCA.  For your notification to be valid under the DMCA, you must provide all of the following information in writing: 

• An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material that is claimed to be infringing and where it is located on the Services;
• Information reasonably sufficient to permit us to contact you, such as your address, telephone number and e-mail address;
• A statement that you have 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
• A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

• Your notification including the above information must be submitted to Inspectiv’s DMCA Agent, as follows: 

• UNDER U.S. FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS AND ATTORNEYS’ FEES.
• Please note that this procedure is exclusively for notifying Inspectiv and our Affiliates that your copyrighted material has been infringed.  The preceding requirements are intended to comply with our rights and obligations under the DMCA, but do not constitute legal advice.  It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
• In accordance with the DMCA and other applicable law, Inspectiv has adopted a policy of terminating, in appropriate circumstances, users who are deemed to be repeat infringers.  We may also at our sole discretion limit access to the Services and/or terminate the account of any user who infringes any Intellectual Property Rights of others, whether or not there is any repeat infringement.

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Miscellaneous

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• Dispute Resolution, Waiver of Jury Trials and Class Actions, Attorneys’ Fees. 

• Arbitration. Any claim or dispute arising out of or relating to this Agreement (“Dispute”) will be exclusively resolved by binding arbitration rather than in court, except (i) as otherwise set forth in Section 14(1)(b) below and (ii) qualifying claims may be asserted in small claims court.  The Federal Arbitration Act and federal arbitration Laws will apply to any Dispute resolved by arbitration.  In arbitration, there is no judge or jury, and court review of an award may be limited; but an arbitrator may award the same damages and relief as a court and must follow the Agreement just as a court would.  The Arbitration will be conducted in Los Angeles, California unless Customer chooses to have it conducted by telephone, based on written submissions, or the Parties mutually agree to another location.  The arbitration will be conducted under JAMS’ Comprehensive Arbitration Rules and Procedures, per the Expedited Procedures in those Rules.  See http://www.jamsadr.com/rules-comprehensive-arbitration/ or call 1-800-352-5267.  The JAMS rules will govern payment of filing, administration and arbitrator fees.  Judgment on an arbitration award may be entered in any court with competent jurisdiction.
• Intellectual Property Disputes, Waiver of Jury Trial.  Notwithstanding the foregoing, either Party may sue in court to enjoin infringement, misappropriation or other violation of Intellectual Property Rights.  Any such proceeding will be brought and maintained only in a Federal or State court of competent jurisdiction located in Los Angeles County, California.  Each Party consents to the mandatory jurisdiction and venue of such courts and waives any right to object to jurisdiction and venue.  The Uniform Computer Information Transactions Act and United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  THE PARTIES FURTHER WAIVE TRIAL BY JURY IN ANY DISPUTE TO WHICH THEY MAY BE PARTIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.  THIS WAIVER OF JURY TRIAL IS SEPARATELY GIVEN, AND IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE.
• Waiver of Class Action. THE PARTIES HEREBY AGREE THAT ANY ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.  THIS WAIVER IS SEPARATELY GIVEN, AND IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE.
• Attorneys’ Fees. With respect to any Dispute, the arbitrator or judge (as the case may be) will award to the prevailing Party its reasonable attorneys' fees and costs.  

• Order of Precedence.  If there is a conflict between the terms and conditions of these Terms of Service and any other documents referenced herein, the conflict will be resolved in the following order of precedence: (a) the Terms of Service, (b) the applicable SO or SOW, (c) the applicable Rules of Engagement.
• No Third-Party Beneficiaries.  Other than Inspectiv Affiliates providing any Services, there are no third-party beneficiaries to this Agreement.
• Force Majeure.  Neither Party will be liable by reason of any failure or delay in performing its obligations hereunder due to any act of God, war, military action, governmental restriction or action, civil disorder or unrest, terrorism, explosion, accident, fire, flood or other natural disaster, vandalism, sabotage, labor condition, shortage, embargo, malicious code or online attacks provided that, the Party claiming such cause has taken commercially reasonable steps to prevent such attacks) or other cause beyond such Party’s reasonable control (each, a "Force Majeure Event").  Notwithstanding the foregoing, Customer’s obligation to pay will not be delayed or excused by a Force Majeure Event to the extent of Services provided before a Force Majeure Event.  A Party whose performance is affected by a Force Majeure Event will promptly provide notice with relevant details to the other Party and the notifying Party’s obligations will be suspended to the extent caused by such Force Majeure Event for as long as it continues; and the time to perform the affected obligation will be extended by the delay caused by the Force Majeure Event.  If the affected Party is prevented by the Force Majeure Event from performing its obligations with regard to any Services for 30 days, either Party may in its sole discretion immediately terminate the affected Services upon notice to the other Party; provided that, if Customer terminates, Customer must first provide Inspectiv a reasonable opportunity to comparably replace the affected Services.  Upon such termination, Inspectiv is entitled to payment of all accrued but unpaid Fees incurred through the termination date.  The Parties otherwise will bear their own costs and Inspectiv will be under no further liability to perform the affected Services.
• Relationship of Parties.  The Parties are independent contractors.  This Agreement does not establish a partnership, joint venture, association or agency relationship or other cooperative entity between the Parties.
• Waiver.  Inspectiv’s failure or delay to enforce any right or provision of this Agreement will not be considered a waiver of that right or provision.  Any waiver will be effective only if in writing and signed by a duly authorized representative of Inspectiv.  Except as expressly set forth in this Agreement, the exercise by either Party of any of its remedies hereunder will be without prejudice to its other available remedies.
• Amendments.  Inspectiv may amend this Agreement from time to time, in its sole discretion, by posting the amended Agreement on the Inspectiv website.  Inspectiv may also deliver other forms of notice.  If Customer continues to use the Services after such posting or notice, it means that Customer accepts and agrees to be bound by the amended Agreement.  If Customer does not agree to the amendment, Customer must cease any access or use of the Services.
• Severability.  If any provision hereunder is held by a court of competent jurisdiction to be unenforceable or contrary to Laws, such holding will not render the Agreement unenforceable or contrary to Laws as a whole; and such provision will be changed and interpreted to best accomplish the objectives of the provision subject to applicable Laws.
• Assignment.  Neither Party may assign this Agreement without the other Party’s express prior consent, except (a) to a parent or Affiliate or (b) in connection with a Change of Control, subject to Section 8(2) above.  This Agreement will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.  Any attempted assignment in contravention of this Section is null and void.
• Survival.  The Parties’ rights and obligations set forth in Sections 2(4) (Intellectual Property Rights), 4(c) (Invoice Disputes), 5 (Data Protection, Security), 6 (Confidentiality), 7(4) (Disclaimer), 7(5) (Release – Independent Security Researchers), 8(3) (Effect of Termination), 9 (Limitation of Liability), 10 (Indemnification), 12 (Publicity), 13 (Copyright Policy), and 14 (Miscellaneous) will survive termination or expiration of this Agreement.
• Entire Agreement.  This Agreement, including all documents incorporated or referenced herein and all SOs and SOWs entered into hereunder, constitutes the Parties’ entire agreement with respect to its subject matter and supersede all other prior or contemporaneous representations, understandings or agreements; and there are no other representations, understandings or agreements between the Parties relative to such subject matter.
• Remedies.  Unless otherwise expressly stated, to the extent permitted by applicable Laws, the Parties’ rights and remedies provided for hereunder are cumulative and in addition to any other rights and remedies at law or equity.
• Construction.  Descriptive headings are for convenience only and will not affect the construction of this Agreement.  “Include,” “including” or “e.g.” mean “including without limitation”.  “Day” means calendar day unless otherwise indicated.  Terms with well-known technical or industry meanings are construed as such.  Each Party and its counsel have fully reviewed and contributed to this Agreement; and any rule of construction that ambiguities are resolved against the drafter will not apply in interpreting the Agreement.
• Notices.  All notices, requests, consents and other communications hereunder will be in writing, in English and deemed conclusively made (a) if personally delivered, upon delivery, (b) if delivered by overnight courier or private mail service, upon receipt, (c) if delivered by certified mail return receipt requested, five days from mail deposit or (d) if delivered by e-mail or fax, upon delivery confirmation.  If to Inspectiv: Inspectiv, Inc., 10866 Washington Blvd # 1300, Culver City, CA 90232, Attention: Ryan Disraeli, CEO, with a copy (which shall not constitute notice) to e-mail: legal@Inspectiv.com. If to Customer: at the contact information specified in the applicable SO or SOW.  Either Party may change its contact information upon notice to the other Party.  If the receiving Party refuses receipt or fails to notify the other Party of receipt of notice, notice will be deemed conclusively made seven days after delivery was reasonably initiated.
• Contact Us 

If you have any questions about this Agreement or the Services, please contact us at:

Inspectiv, Inc.

10866 Washington Blvd., #1300

Culver City, CA 90232

Email: legal@inspectiv.com 

Web: www.inspectiv.com 

Terms of Service - Exhibit 1

Inspectiv Service Level Agreement

Inspectiv, Inc. (“Inspectiv”) provides the Inspectiv Services, including the online platform available at https://client.inspectiv.com/login (the “Platform”).  This Service Level Agreement (“SLA”) sets forth the uptime and support service levels for the Platform.  The SLA applies only to registered customers (“Customers”) of Inspectiv.  Any capitalized terms in this SLA, if not defined below, are as defined in Inspectiv’s Terms of Service available at https://www.inspectiv.com/legal/customer-terms-conditions (“Agreement”).

• Definitions

• “Available” or “Availability” means that the Platform is accessible and functioning in all material respects per Inspectiv’s published documentation.  
• “Business Day” means a day other than a Saturday, Sunday or United States public holiday.
• “Business Hours” means the hours from 8:00 am until 5:00 pm on Business Days.
• “Calendar Month” means the period between the first day of each successive calendar month.
• “Downtime” means the minutes during the Calendar Month when the Platform is not Available to the Customer, except for any Excluded Minutes.
• “Excluded Minutes” means the minutes elapsed while the Platform is not Available because of: (i) acts or omissions of the Customer, its users, licensors, service providers, suppliers or subcontractors; (ii) breach of the Agreement by the Customer or its users; (iii) the Customer’s or its users’ failure to adhere to the Inspectiv Documentation; (iv) software, hardware or third-party services not selected, provided or controlled by Inspectiv; or (v) a Force Majeure Event. 
• “Incident” means a problem reported by the Customer that is reproducible and that Inspectiv confirms is a nonconformity of the Platform with Inspectiv’s published specifications or other Documentation, and that results in a loss of all functionality or substantial features or functionality within the Platform.
• “Level 1 Support” means call answering, logging and screening for the severity level of a reported problem and use of commercially reasonable efforts to diagnose the root cause of the problem.  Problems that are confirmed to be Incidents will be escalated to Level 2.  
• “Level 2 Support” means end user support following Level 1 Support to address Incidents in accordance with their relative severity. 
• “Maximum Uptime” means total minutes in a Calendar Month minus Maintenance Minutes during the same Calendar Month.
• “Maintenance Minutes” means the minutes elapsed during maintenance performed by Inspectiv that results in the Platform not being Available, where Inspectiv has provided the Customer with reasonable advance notice. 
• “Response Time” means the minutes elapsed between when Inspectiv acknowledges receipt of Customer’s request for Support Services (defined below) and when the request is resolved as determined in Inspectiv’s sole discretion.
• “Uptime Percentage” means the Maximum Uptime minus Downtime and divided by Maximum Uptime for a Calendar Month. 

• Uptime.  

• Inspectiv will use commercially reasonable efforts to make the Platform Available each Calendar Month in accordance with the following Uptime Percentage: ≥ 99.50%.
• Inspectiv maintains a standing scheduled maintenance window of 09:00 AM - 10:00 AM (Pacific Time Zone) on Saturdays, as needed.  Inspectiv may schedule additional scheduled Downtimes outside of the standing scheduled maintenance window by providing the Customer with reasonable advance notice via the agreed upon communication protocol.  Inspectiv reserves the right to perform regularly scheduled maintenance during non-core Business Hours.

• Support.  

• Inspectiv will provide Level 1 Support and Level 2 Support as described herein (“Support Services”). 
• Inspectiv will use commercially reasonable efforts to make available to the Customer email reporting via customerservice@inspectiv.com (or such other email designated by Inspectiv) for submission of Support Services requests.  Inspectiv will acknowledge each submitted email request within the time period described in the tables below, after Inspectiv’s receipt.
• Inspectiv will use commercially reasonable efforts to update the Customer on the status of the Support Services request.
• Inspectiv will prioritize resolving Support Services requests for an Incident that, as determined in Inspectiv’s sole discretion, critically impacts use of the Platform, over all other Support Services requests.  Inspectiv will provide the Support Services during Business Hours.  Services issues and their priority are defined as follows:

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Reporting:

1. Upon Customer’s written request up to once per calendar quarter, Inspectiv will send Customer a report for the requested quarter during the Term, including the following information: (i) average Response Time for the applicable quarter; (b) list of common user issues for which Support Services requests were submitted in the applicable quarter; and (c) any recommendations that Inspectiv made to the Customer or mitigation plans that Inspectiv implemented, to reduce the frequency of occurrence of a particular user issue.  Inspectiv will provide the report within 10 Business Days after receipt of the request.
2. Inspectiv will measure the Response Time for each Support Services request received in a calendar quarter and will calculate the total Response Time by summing the Response Time for all Support Services requests received in a calendar quarter.  The average Response Time for a calendar quarter will be calculated by dividing the total Response Time by the total number of Support Services requests received in a calendar quarter. The parties may establish mutually agreed recommendations or mitigation plans intended to address concerns with reported Response Times.