INSZoom Terms & Conditions

EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR THE TO THIS AGREEMENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. EXPORT CONTROL.

The Hosted Product is subject to U.S. and foreign export control laws. Licensee shall not ship, transfer, export or re-export the Hosted Products into any country, or use them in any fashion prohibited by the United States Export Administration Act or Regulations or any other applicable laws, restrictions, or regulations. Notwithstanding any export control provisions in this Section or this Agreement to the contrary, foreign nationals may have access to and use the Hosted Products without obtaining an export license.

12. TERM / TERMINATION.

12.1 Term: This Agreement will become effective on the Effective Date and will continue for a one (1) year period, unless earlier terminated as provided herein. At the expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year Renewal Terms which may be subject to a standard hike; provided, however, that either party may terminate this Agreement at the expiration of the Initial Term or any Renewal Term by written notice thereof to the other party no less than thirty (30) days prior to the expiration of the Initial Term or Renewal Term, as applicable. The Initial Term and/or any Renewal Term are individually and collectively, the “Term”. If customer activates additional users during a Term, the users will be active for a twelve (12) month period and will automatically renew thereafter unless notice is provided in accordance with the above.

12.2 Termination: Either party may terminate this Agreement and the rights granted hereunder by written notice to the other party in the event of any breach of any term or condition set forth herein, if such breach remains uncured thirty (30) days after receipt by the breaching party of a written notice of the breach from the non-breaching party; provided, however, that if such breach is not susceptible to cure, termination shall be effective immediately upon such written notice. Licensor may also terminate this Agreement and the rights granted hereunder effective immediately upon written notice in the event that Licensee has not paid any invoiced Fees within fifteen (15) days of its receipt of Licensor’s notice of late payment therefore. Upon expiration or termination of this Agreement, all rights and licenses granted by Licensor hereunder shall immediately terminate and Licensee shall cease access and/or use of the Hosted Software and Additional Modules. In addition, upon expiration or termination of this Agreement: (i) Licensor will provide Licensee with a copy of all Licensee Data in a mutually agreeable electronic format at a reasonable cost to Licensee and within seven (7) calendar days following the effective termination or expiration date; and (ii) within seven (7) calendar days after receiving written confirmation from Licensee that the Licensee Data was successfully transferred to Licensee, destroy all remaining Licensee Data in Licensor’s possession or control and certify to Licensee in writing that such Licensee Data has been destroyed.

13. CONFIDENTIALITY.

13.1 Confidentiality: The parties acknowledge that each may acquire information about the other, its business activities and operations, its technical information and its trade secrets, all of which are proprietary and confidential (the “Confidential Information”). Without limiting the foregoing, the Confidential Information of Licensor shall include any information regarding the Hosted Product and the terms of this Agreement, and the Confidential Information of Licensee shall include the Licensee Data. Each receiving party agrees: (a) that it will not use the Confidential Information of the disclosing party other than for the performance of this Agreement; (b) it shall use the same degree of care but no less than reasonable care to prevent the disclosure of Confidential Information of the disclosing party to third parties; and (c) it shall return all copies of Confidential Information of the disclosing party, or at its sole option destroy all copies of such Confidential Information upon termination or expiration of this Agreement. Exclusions. Notwithstanding the foregoing, Confidential Information will not include any information which (i) was publicly known and made generally available in the public domain prior to  the time  of  disclosure by  the  disclosing  party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, including without limitation in response to a freedom of information act request, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure. Use and Disclosure: Each party will take reasonable precautions to protect the confidentiality of each of the other party’s Confidential Information, which precautions will be at least equivalent to those taken by such party to protect its own Confidential Information. Except as required by law or as necessary to perform under this Agreement, neither party will use Confidential Information of the other party for its own benefit or for the benefit of any third party. Neither party will disclose the Confidential Information of the other party to any third party, except to employees and third party (subject to the provisions of this Agreement) who have a need to know the Confidential Information for the receiving party to perform its obligations under this Agreement.

13.2 Authorized Disclosure: Notwithstanding the foregoing provisions of this Section 13, each party may disclose the terms of this Agreement (i) in connection with the requirements of an initial public offering or securities filing; (ii) in confidence, to accountants, banks, and financing sources and their advisors; (iii) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; (iv) in confidence, in connection with a merger, reorganization, asset sale or acquisition or proposed merger or acquisition, or the like.

14. DEFINITIONS.

14.1 “Affiliate” means any person or entity which directly, or indirectly through one or more intermediaries, owns or controls, is owned or controlled by, or is under common control or ownership with either Party, or their respective ultimate parent, where “control” means the possession, directly or indirectly, or the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract or otherwise.

14.2 “Confidential information,” as pertains to Licensor, means any information regarding the Hosted Product and the terms of this Agreement. The Confidential Information of Licensee shall include the Licensee Data.

14.3 “Intellectual Property” means the Parties’, their Affiliates’ and/or their licensors’ intellectual property rights (including all copyrights, patents, trademarks, trade names, trade secrets, service marks, industrial designs, logos and know how) and all applications, constitutions, extensions, notices, licenses, sublicenses, agreements and registrations thereof in any jurisdiction.

14.4 “Service Plan” or “Edition Plan” means the right to access and use the subscription service associated with the Licensee’s purchased edition plan of the application for a specified period in exchange for a periodic fee, subject to the Service Plan restrictions and requirements that are used to describe the selected Service Plan on the Restrictions and requirements may include any or all the following: (a) number of Licenses and/or Users that a Subscriber may use in a month or year for a fee; (b) fee for sent License more than the number of License allocated to Subscriber under the Service Plan; (c) per-license or per-user restrictions; (d) the license to use Licensor Case Management software products relating to the Subscription Service; and (e) per use fees.

14.5 “License” or “User” means an active Authorized User listed in the membership of an Account at any one time. No two individuals may log onto or use the Subscription Service as the same Authorized User, but Licensee may unregister or deactivate Authorized Users and replace them with other Authorized Users without penalty, so long as the number of active Authorized Users registered at any one time is equal to or less than the number of Licenses purchased.

14.6 “Authorized User” means any employee or agent of Licensee, identified by a unique email address and user name, who is registered under the Account, provided that no two persons may register, access or use the Subscription Service as the same Authorized User.

14.7 “Super User” means an account with privileged levels beyond the User or Authorized Super User accounts are necessary to establish platform management, configuration, and control functions. Because these accounts have elevated access rights, those with access can bypass internal controls that may be confronted by a User or Authorized User.

15. MISCELLANEOUS.

15.1 Marketing: Licensee agrees that Licensor may refer to Licensee by name. Licensee also agrees that Licensor may, after first obtaining Licensee’s advanced approval, briefly describe Licensee’s business in its marketing materials and website during the Term of this Agreement. The parties may issue a joint press release as is mutually agreeable.

15.2 Professional Services: Professional Services, such as, but not limited to, development of custom modules or configuration of Hosted Product, will be undertaken by Licensor at its sole discretion. Licensor is under no obligation to undertake any Professional Services, although Licensor may take into consideration Licensee requests. Any Deliverable resulting from such Professional Services shall be licensed to Licensee as an Additional Module in accordance with the terms and conditions of this Unless otherwise agreed to in writing by the parties, no work performed by Licensor shall be considered Works made for Hire, and Licensor retains all rights in any and all customizations, modifications, and workflows involving any and all of its software or products.

15.3 Survival; The covenants, representations and warrants, indemnification clause, confidentiality duties and limitation of liability set forth in this Agreement shall survive the expiration or termination of this Agreement. The expiration or termination of this Agreement shall not affect the rights and obligations of the Parties with respect to transactions and occurrences which take place prior to the effective date of termination.

15.4 Force Majeure: A Party will be excused from a delay in performing, or a failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such Party. In such event, the performance times shall be extended for a period equivalent to the time lost because of the excusable delay. However, if an excusable delay continues more than sixty (60) days, the Party not relying on the excusable delay may, at its option, terminate the affected Agreement(s) in whole or in part, upon notice to the other Party. To avail itself of the relief provided in this Section for an excusable delay, the Party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.

15.5 Choice of Law, Venue, and Jurisdiction: The Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to its principles of conflict of laws. Any dispute shall be brought and litigated in the state or federal courts of Travis County, Texas, to whose exclusive jurisdiction the parties hereby consent. For purposes of establishing jurisdiction in Texas under this Agreement, each party hereby waives, to the fullest extent permitted by applicable law, any claim that: (i) it is not personally subject to the jurisdiction of such court; (ii) it is immune from any legal process with respect to it or its property; and (iii) any such suit, action or proceeding is brought in an inconvenient forum. The parties agree that this contract is not a contract for the sale of goods; therefore, the Agreement shall not be governed by any codification of Article 2 or 2A of the Uniform Commercial Code, or any codification of the Uniform Computer Information Technology Act (“UCITA”), or any references to the United Nations Convention on Contracts for the International Sale of Goods.

15.6 Severability: Should any term of this Agreement be declared to conflict with governing law or if any provision or portion thereof is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, then (i) such provision or portion thereof shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect.

15.7 No Waiver: No failure or delay by a Party to insist upon the strict performance of any term or condition under this Agreement or to exercise any right or remedy available under this Agreement at law or in equity, and no course of dealing between the Parties, shall imply or otherwise constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy by any Party will preclude any other or further exercise thereof. All rights and remedies provided in this Agreement are cumulative and not alternative; and are in addition to all other available remedies at law or in equity.

15.8 U.S. Government Rights: If the Licensee of this commercial computer software is an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure, or transfer of this software, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulations Supplement 227.7202 for military purposes. All other use is prohibited. This product was developed fully at private expense.

15.9 Assignment: Neither party may assign its rights or delegate its obligations hereunder without the other party’s prior written consent, however Licensor shall be able to assign this Agreement without the need for consent in the event of a merger or acquisition. Any attempted assignment or delegation in contravention of the foregoing shall be void and of no effect.

15.10 Relationship: Nothing in this Agreement shall be deemed to constitute a joint venture, partnership, agency, representative, or employment relationship between the parties. This Agreement shall not be construed as authority for either party to act for the other party in any capacity or to make commitments of any kind for the account of, or on behalf of, the other party except to the extent expressly set forth in this Agreement.

15.11 Notices: Unless specifically stated, any notices to be given hereunder by either party to the other shall be given either by email, or personal delivery to an authorized representative, by overnight express carrier with delivery receipt tracking (e.g., Federal Express, UPS, etc.), or by certified mail addressed to the parties at the addresses appearing in the Order Form. Either party may change its notification address by written notice in accordance with this paragraph. All notices will be deemed communicated as of the actual receipt, as verified by the delivery carrier.

15.12 Entire Agreement: This Agreement, including the Order Form and any Exhibits attached hereto, constitute the entire integrated agreement between Licensor and Licensee with respect to the Hosted Products and related services.

15.13 No Third-Party Beneficiaries: All terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their successors and authorized assigns. Except as otherwise provided in this Agreement, nothing in this Agreement, express or implied, is intended or shall be construed to create any rights in, or confer any benefits upon, any person or entity other than the Parties to this Agreement.

15.14 Online Terms: This agreement is subject to our Privacy Policy and Terms of Service stated on Licensor’s official website where the terms and conditions are subject to change as industry standards.

15.15 Material Changes: Each Party must immediately notify the other Party in writing of any change in their business operations, financial condition, licenses or regulatory approvals if the change is likely to have a material adverse effect on such Party’s ability to perform its obligations under this Agreement.

15.16 Addendum:

We reserve the right to modify or replace these terms. At least thirty (30) days prior to such terms taking effect, we will notify Client by email of such changes, and the modified or new terms will be posted at https://mitratech.com/legal-notice/inszoom-terms-conditions/. Client’s continued use of the Services after the thirty (30) days will serve as consent to the changed terms.

Any provisions of purchase orders, invoices, or similar documents submitted by Licensee to Licensor, which are in addition to and/or inconsistent with the terms and conditions of this Agreement shall be unenforceable and deemed stricken from any such document. Capitalized terms not defined in the Licensor’s Standard Terms & Conditions shall have the meaning set forth in the Order Form or, if applicable, the Exhibits attached hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Exhibit B – Hosting Services

All information provided to Licensor concerning Licensee’s personnel who will be designated as a “Named User” must be current, accurate, and complete. If Licensor at any time discovers any error or omission in such information, Licensor shall provide written notice identifying such error or omission and Licensee shall have thirty (30) days from the date of such written notice to cure the error or omission. In the event that Licensee does not cure the error or omission during this 30-day period, Licensor may, in its sole discretion option, terminate the right to access and use the Hosted Software by any such Named User. Licensee agrees not to use any robots, scripts, or other automated tools to access or use the Hosted Software, or access or use the Hosted Software in a manner that may cause them to be overburdened or damaged.

Licensor shall make the Hosted Products accessible a minimum of 97.5% of the time during any thirty (30) day period. Licensor shall take reasonable efforts so that there is no period of interruption in user accessibility to the Hosted Products that exceeds 12 continuous hours except for scheduled or emergency maintenance, and except for any loss or interruption of access due to causes beyond Licensor’s control. Licensor will provide Licensee with prior written notice of any scheduled maintenance.

Portions of the Hosted Products require a USERID and password to access and use. Licensee is solely responsible for (1) maintaining the confidentiality of the USERIDs, passwords and codes (collectively, “IDs”) in its possession that are assigned to users, (2) instructing users to not allow another person to use their IDs to access the Hosted Products, (3) any charges, damages, or losses that may be incurred or suffered by Licensee as a result of Licensee’s failure to maintain the confidentiality of IDs, and

(4) promptly informing Licensor in writing of any need to deactivate an ID due to security concerns. Licensor is not liable for any harm related to the theft of IDs, Licensee’s or any user’s disclosure of IDs, or any user’s authorization to allow another person or entity to access and use the Site using such user’s ID.

Licensor will maintain and enforce safety and physical security procedures in accordance with industry standards and which provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access of user information and Licensee Data. Licensor shall inform Licensee of any breaches of security or unauthorized access to Licensee Data of which Licensor is aware, and shall use commercially reasonable efforts to remedy such breach of security or unauthorized access in a timely manner.

“Covered Information” means “customer,” “nonpublic personal information,” “personally identifiable financial information,” “protected health information,” “student financial information” and “educational records” as defined by the applicable United States Code of Federal Regulations; and credit and credit card information and social security numbers. If Licensee discloses any Covered Information to Licensor in connection with the Agreement, Licensor will: (i) implement and maintain appropriate safeguard standards for Covered Information consistent with applicable United States Code of Federal Regulations requirements and industry standards and encrypt personally identifiable financial information, protected health information and social security numbers in both storage and transmission; (ii) use the Covered Information only in connection with the performance of the Agreement; (iii) not share, sell, license or otherwise transfer or disclose Covered Information to any other person or entity; (iv) notify Licensee’s Office of Legal Affairs in writing no more than one (1) business day after any unauthorized use or disclosure of Covered Information, and use its best efforts to stop said unauthorized use or disclosure and confine and limit the effects of the unauthorized use or disclosure; and (v) return forthwith all Covered Information to Licensee, or if Licensee agrees in writing to destroy the Covered Information, upon termination of the Agreement. Licensor will also provide Licensee with written reports, documents and other information relating to the unauthorized use or disclosure upon Licensee’s request.

Licensor shall maintain a disaster recovery plan designed to permit Licensor to recover from a disaster and continue providing access to the Hosted Software to Licensees within a commercially reasonable period. Licensor shall, upon discovery by Licensor, provide Licensee with notice and implement the disaster recovery plan upon the occurrence of any disaster materially affecting the provision of the Hosted Software.

Mitratech is not responsible for Licensee or any third party’s failure to migrate or convert the data into their databases or files. Except as expressly set forth below, the fees for standard data backup services are non-refundable. Licensee agrees to pay invoices within 30 days of the date of invoice with a check made payable to the entity described in the table on page 1 of this Agreement. Mitratech shall invoice Licensee for 75% of the estimated hours before the project begins. An additional invoice for fees representing 20% of the total estimated hours shall be invoiced before the final data is sent upon Mitratech expending 20% of the estimated hours. Mitratech shall invoice Licensee the remaining 5% of the total estimated hours and any additional hours expended on the project upon shipment of the CD and/or transmission of the data to the FTP site by Mitratech. The fees for client requested data backup services are non-refundable. Licensee will be entitled to a refund only if the data is corrupt and cannot be read in the electronic format sent by Mitratech. In this case, Mitratech will send the same back up data in the same format with no additional charges.

Certain portions of the Hosted Software are intended for access and use solely by the superior’s in-charge-of Licensee’s office and authorized members of their staff. It is Licensee’s sole responsibility to identify members of Licensee’s personnel who should be permitted to access and use such portions, and to authorize, monitor, and control access to and use of such portions by Licensee’s personnel.

Exhibit C – Maintenance and Support Services

In Accordance to Hosted Services Agreement, Licensor will make available Hosted Product updates, patches, and bug fixes made generally available to its similarly situated Licensee.

• Licensor will provide phone/email support to Licensee
• Licensee can opt for premium support at an additional cost
• Licensor may change the designated support contacts by providing written notice thereof to Licensee