Terms & Conditions 

These Terms and Conditions (also referred as “Terms”) apply to the services offered by inSided to you, with whom inSided concludes an Agreement. If you register for a free trial of inSided’s services, the applicable provisions of these terms will also govern that free trial. By accessing or using inSided’s websites and services, you accept these terms. If you are entering into or accepting these terms on behalf of a legal entity, you represent and warrant that you have the right, authority and capacity to bind such entity and its affiliates to these terms, in which case, the term “Customer” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to be bound by all of the provisions of these terms, do not access or use inSided’s services. The terms “Customer,” “You,” “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates.

The purpose of the Terms is to establish the terms and conditions under which the Customer may purchase inSided’s Services as described in an Order Form signed by You. These Terms, including all Order Forms, Exhibits, any Data Processing Addendum (“DPA”) (each, where applicable), along with the inSided Privacy Policy located on Our Site, constitutes the entire agreement between You and inSided with regard to the Services to be provided by inSided and supersedes all prior agreements, understandings, statements, proposals and representations, whether written or oral, between the Parties. In the event of any inconsistency or conflict between the terms of these Terms and the terms of any Order Form, the terms of the Order Form shall prevail.

0. INDEX

We know there is a lot of information, so we will try to make it easier to navigate by providing you links to all different sections:

  1. DEFINITIONS

  2. APPLICABLE CONDITIONS

  3. SERVICE LEVEL AGREEMENT

  4. CONFIDENTIALITY

  5. COPYRIGHTS & INTELLECTUAL PROPERTY

  6. PRICE AND PAYMENT

  7. TERMINATION

  8. WARRANTIES

  9. LIABILITY

  10. INDEMNIFICATION

  11. FORCE MAJEURE

  12. TRIAL TERMS OF USE

  13. THIRD-PARTY SERVICES

  14. PUBLICITY

  15. PROCESSING CUSTOMER PERSONAL DATA

  16. DISPUTES

  17. FINAL CONDITIONS

  18. GOVERNING LAW & CURRENCY

1. DEFINITIONS

1.1 When used in these Terms with the initial letters capitalized, in addition to the definitions defined elsewhere in these Terms, the following definitions have the following meanings.

Account: means any accounts created by or on behalf of the Customer or its Admin users within the Services.

Admin user: can also be referred as “moderator”, “community manager” or just “admin” or “administrator”. It means an individual (including those of Your Affiliates) authorized to use a Service through Your Account as an administrator as identified through a unique login.

Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

Agreement: also referred to as “Terms”, means the Terms and Conditions together with any and all Order Forms (as defined below), and Data Processing Agreement (“DPA”) (each, where applicable)..

API: means the application programming interfaces developed and enabled by inSided that permit Customers to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

Beta Services: means a product, service or functionality provided by inSided that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, non-production, early access, evaluation or by a similar description.

Contract End Date: also refer to as “End Date” means the last day of the period during which You have agreed to subscribe to the Service Plan (s).

Confidential Information: means all information disclosed by You to inSided or by inSided to You which is in tangible form and labeled “confidential” (or with a similar legend) or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to inSided’s security policies and procedures. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving Party at the time of disclosure by the disclosing Party; (b) was or is obtained by the receiving Party by a third party not known by the receiving Party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; or (d) was or is independently developed by the receiving Party without the use of the disclosing Party’s Confidential Information.

Customer: also refer to as “Subscriber”, means the customer entity party to the Agreement.

Customer Personal Data: refers to all personal data belonging to the Customer which is generated and/or processed in the use of the Service. Personal data has the meaning as determined in the General Data Protection Regulation (GDPR).  

Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Services or describing service packages, as applicable, provided or made available by inSided to You.

End-User: means any person or entity other than the Admin users with whom the Customer or its Admin users interact with while using a Service.

inSided: means inSided, B.V., a company established at Singel 118a, 1015 AE, Amsterdam, The Netherlands or inSided, Inc, a company incorporated in Delaware, or any other inSided Affiliate that is a party to the Agreement, as applicable.

inSided Group: means inSided and its Affiliates engaged in the processing of Customer Personal Data in connection with the subscribed Services.

Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to, all patents, trademarks, trade name rights, copyrights, neighbouring rights, domain names, know-how, database rights, designs, and software, whether registered or not. 

Order Form: means any of Our generated service order forms executed or approved by You with respect to Your subscription to a Service, which may detail, among other things, the Package Plan applicable to Your subscription to a Service.

SaaS Platform: or “Platform”, means the Software as a Service (SaaS) services that inSided supplies to the Customer, by which in any case can be understood the modules as described in these Terms.

Service Plan(s): or “Subscribed Services” means the packaged service plan(s) and the functionality and services associated therewith (as detailed on Order Form) for the Services to which You subscribe.

Service(s): means the products and services that are ordered by You via an Order Form referencing these Terms, whether on a trial or paid basis and all applicable associated services that You have purchased or deployed or to which You have subscribed that are provided under these Terms. “Services” exclude (i) Third Party Services as that term is defined in these Terms; and (ii) any additional features or Services that are not provided under these Terms or Your Service Plan. From time to time the names and descriptions of the Services or any individual Service may be changed. To the extent the Customer is given access to such Service as so described by virtue of a prior Order Form or other prior acceptance of these Terms, these Terms shall be deemed to apply to such Service as newly named or described.

Sessions: one individual visitor who arrives at the SaaS Platform (hosted platform destination and/or different on-site embeddable parts of the SaaS platform). There is a time-based expiration after 30 minutes of inactivity or at Midnight specifically.

Site: means a website operated by the inSided Group, including www.insided.com, as well as all other websites that the inSided Group operates.

Software as a Service (SaaS): the making and keeping available 'remotely' of software via internet by inSided to the Customer, without issuing to the Customer a physical medium with the software and/or the intellectual property of the software concerned.

Supplemental Terms: means the additional terms and conditions that are included or incorporated on an Order Form via hyperlink or other reference.

Term: also refer to as “Subscription Term” means the period during which You have agreed to subscribe to the Service Plan (s).

Third Party: Any other entity besides inSided BV, inSided Inc and inSided’ customers and You. inSided’ customers may be classified as a Third-Party as long as they don’t act as a customer in any given transaction/situation, for instance in the event the customer is also a supplier/partner of inSided.

Third Party Services: means third party products, applications, services, software, networks, systems, directories, websites, databases and information which a Service links to, or which You may connect to or enable in conjunction with the Service, including, without limitation, Third Party Services which may be integrated directly into Your Account by You or at Your direction.

Trial: means the usage of our Services, in part or in full, for a determined period of time without payment or at a reduced rate.

“We,” “Us” or “Our”: means inSided as defined in these Terms.

2. APPLICABLE CONDITIONS

2.1 The Agreement is concluded with the acceptance or confirmation of the quotation. During the subscription term and subject to compliance by You, Admin users and End-Users with the Agreement, You have the limited right to access and use a Service consistent with the Service Plan(s) that You subscribe to, for Your internal business purposes. Provided that an Admin user may be an employee and/or non-employee service provider or contractor of one of Your Affiliates, an Affiliate may also purchase a subscription to the Services under the Agreement provided that You or such Affiliate executes an Order Form for such Services. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of the Agreement as if it were an original party hereto. Subscriber also agrees that it will be responsible for its Affiliates’ compliance with the Agreement.

2.2 The Customer is granted the non-exclusive, non-transferrable and non-sublicensable (the latter with the exception of Your Affiliates) right to use the services provided for under the Agreement for the term of the Agreement. No rights are granted to You hereunder other than as expressly set forth in the Agreement.

2.3 Any (additional)conditions by the Customer are explicitly excluded.

2.4 For possible future addenda to the Agreement, the same conditions and definitions apply as used in the Agreement, unless otherwise agreed.

2.5 In case one or more terms of the Agreement are ruled invalid, illegal, or unenforceable, the validity of the rest of the Agreement is nonetheless upheld. The parties agree to negotiate new stipulations for the respective terms in good faith, with due observance of the intended meaning of the relevant provision.

2.6 Both parties warrant that they are legally authorized and have full authority to enter into this Agreement.

2.7 Failure by any party to enforce its rights hereunder shall not be deemed to constitute a waiver of such right or in any respect enlarge or modify the rights of the other party. A waiver of right with respect to failure by any party to meet its obligations hereunder shall not be deemed to constitute a waiver of right in respect of any subsequent failure to meet the same or another obligation.

2.8 To the maximum extent permitted by applicable law, InSided does not give any other warranty to the Customer except as stated above. InSided shall have no warranty obligations with respect to any failure of the Service(s) (i) which are the result of accident, abuse or misapplication; or (ii) in case the Service(s) is/are used contrary to the product user rights or the Documentation.

2.9 A high speed Internet connection is required for proper transmission of the Services. You are responsible for procuring and maintaining the network connections that connect Your network to the Services, including, but not limited to, “browser” software that supports protocols used by inSided, including the Transport Layer Security (TLS) protocol or other protocols accepted by inSided, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Admin users or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Customer Personal Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by inSided. We assume no responsibility for the reliability or performance of any connections as described in this section.

2.10 As between You and inSided, You are responsible for compliance with the provisions of the Agreement by Admin users and End-Users and for any and all activities that occur under Your Account. Without limiting the foregoing, You are solely responsible for ensuring that the use of the Services to store and transmit Customer Personal Data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations You may maintain or enter into with Admin users or End-Users. You also maintain all responsibility for determining whether the Services or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of individual Admin users available under the applicable Service Plan(s) to which You subscribed, access to and use of the Services is restricted to the specified number of individual Admin users permitted under Your subscription to the applicable Service. You agree and acknowledge that each Admin user will be identified by a unique username and password (“Login”) and that an Admin user Login may only be used by one (1) individual. You will not share an Admin user Login among multiple individuals. You and Your Admin users are responsible for maintaining the confidentiality of all Login information for Your Account. You agree and acknowledge that You may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Admin user Login for each individual who (a) leverages the Services to interact with End-Users; (b) processes data related to interactions with End-Users; or (c) absent a license from Us otherwise, processes data related to interactions originating from a Third Party Service that provides functionality similar to functionality provided by the Services and which would, pursuant to the Agreement, require an individual Admin user Login if utilizing the Services for such interaction. inSided reserves the right to periodically verify that Your use of the inSided Services complies with the Agreement and the Service Plan restrictions on Our Site. Should inSided discover that Your use of a inSided Service is not in compliance with the Agreement or the Service Plan restrictions on Our Site, inSided reserves the right to charge You, and You hereby agree to pay for, said usage in addition to other remedies available to Us.

2.11 In addition to Our rights as set forth in Section 2, We reserve the right, in Our reasonable discretion, to temporarily suspend Your access to and use of a Service if We suspect or detect any Malicious Software (as defined in Section 5.5 of the Terms) connected to Your Account or use of the Service by You, Admin users or End-Users, and/or when You, Admin users or End-users use the Services in a manner that is in violation of these Terms or applicable law and regulations.

2.12 You acknowledge that inSided may modify the features and functionality of the Services during the Subscription Term.

2.13 You may not access the Services if You are a direct competitor of the inSided Group, except with inSided’s prior written consent. You may not access the Services for competitive purposes.

2.14 From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to Supplemental Terms that will be presented to You. Beta Services are not considered “Services” under the Agreement; however, all restrictions, Our reservation of rights and Your obligations concerning the Service, and use of any Third Party Services shall apply equally to Your use of the Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of the end of the trial or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service, except in the event that the loss and/or damage is attributable to (1) willful misconduct or deliberate recklessness of inSided’s management, or (2) death or bodily injury, or (3) any other manner for which it is unlawful to limit or exclude liability.

2.15 Nothing contained in the Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the parties, nor shall either party have the right, power, or authority to create any obligations or duty, express or implied, on behalf of the other party.

3. SERVICE LEVEL AGREEMENT

3.1 The Service Level Agreement provided for by inSided can be found at www.insided.com/sla.

4. CONFIDENTIALITY

4.1 Subject to the express permissions of the Agreement, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to the Agreement, each Party may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under the Agreement and shall disclose such Confidential Information (a) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by the Terms of confidentiality intended to prevent the misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or a Court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 4.1 shall supersede any non-disclosure agreement by and between the Parties and such agreement shall have no further force or effect with respect to the exchange of Confidential Information after the acceptance of the Agreement. To be clear, any exchange of Confidential Information prior to the acceptance of the Agreement shall continue to be governed by such non-disclosure agreement. 

4.2 We never sell, rent, or lease Your Customer Personal Data to any third party. We do not share Your Customer Personal Data with third parties, except as permitted by Section 4 of the Agreement and in order to provide and support the Services. The Parties agree that We may, however, share aggregated and/or anonymized information regarding Your use of the Services with third parties for marketing purposes and as described in this Section. To be clear, we would never disclose aggregated and/or anonymized information to a third party in a manner that would identify You as the source of the information or Your Admin users or End-Users personally, as an individual.

4.3 inSided will ensure an appropriate level of security to ensure the protection of the infrastructure and Services, including the protection of data from unauthorized interference by third parties or any other form of damage.

4.4 Either party reserves the right to claim damages for any the breaches of confidentiality as contained under this section. 

5. COPYRIGHTS & INTELLECTUAL PROPERTY

5.1 The SaaS Platform, including the underlying software and source code, and all other Services provided by inSided to the Customer, are the Intellectual Property of inSided or its licensors and are under the exclusive ownership of inSided or its licensors.

5.2 In case the Customer gives feedback to inSided regarding the Services provided under the Agreement, and such feedback results in the creation of Intellectual Property, the resulting Intellectual Property is owned exclusively by inSided.

5.3 The Customer is prohibited from removing or altering any designation concerning the confidential nature or concerning copyrights, trademarks, trade names, or any other Intellectual Property right from the SaaS platform, the software, community platform, data files or materials.

5.4 The Customer is expected to have in place adequate means to protect the Intellectual Property from unauthorized access by Third Parties.

5.5 Further, in Your use of the Services You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Services available to any Third Party, other than authorized Admin users and End-Users in furtherance of Your internal business purposes as expressly permitted by the Agreement; (b) use the Services to pProcess data on behalf of any Third Party other than Admin users or End-Users; (c) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with inSided or the inSided Group, (e) use the Services in any unlawful manner, including, but not limited to, violation of any person’s privacy rights; (f) use the Services to send unsolicited or unauthorized bulk mail, junk mail, spam, other forms of duplicative or unsolicited messages, or messages that directly or indirectly support pyramid schemes or other fraudulent activities; (g) use the Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s Intellectual Property rights; (h) use the Services in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Services; (j) use the Services to knowingly post, transmit, upload, link to, send or store any content that is (or directly or indirectly supports activities that are) unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Services to store or transmit any “protected health information” as that term is defined in Article 45 CFR 160.103, unless expressly agreed to otherwise in writing by inSided; (l) use the Services to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (m) use or launch any automated system that accesses a Service in a manner that sends more request messages to a Service server in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; or (n) attempt to use, or use the Services in violation of the Agreement.

6. PRICE AND PAYMENT

6.1 Unless otherwise indicated on an Order Form referencing the Agreement or in the Supplemental Terms, and subject to Section 9.2, all charges associated with Your access to and use of a Service (“License Fee”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is delinquent, We may suspend or terminate access to and use of such Service by You, Admin users and End-Users. We are not liable for any resulting loss and/or damage incurred by You, Admin users and/or End-users as a result of the suspension or termination.

6.2 If You choose to upgrade Your Service Plan and/or increase the number of Admin users authorized to access and use the Service and/or increase the number of sessions Sessions during Your Subscription Term (a “Subscription Upgrade”), any incremental subscription charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your subscription charges will reflect any such Subscription Upgrades.

6.3 No refunds or credits for subscription charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and inSided does not accept any liability for such loss.

6.4 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against the inSided Group measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.

6.5 If You mandate inSided to use a vendor payment portal or compliance portal which charges inSided a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, You shall be invoiced by inSided for, and You are obligated to pay, the cost of this fee.

6.6 inSided may increase the rates by an annual maximum of 6%. The Customer is not granted any right of termination in relation to such adjustments.

6.7 inSided must disclose the increase in rates to the Customer 30 days before the date of effect of the increase.

6.8 Payments must be made within 30 days of the invoice date.

6.9 The Customer is required to ensure payments on time. inSided will charge interest of 4% on payments which are overdue, without notice of default being required. If, after receiving a demand for payment or notice of default, the Customer fails to pay the amount due, inSided may refer the claim for collection, in which case the Customer shall also be liable to pay in full all judicial and extrajudicial costs, including all costs and fees of lawyers and external experts, in addition to the total amount due at that time.

6.10 If the Customer wishes to dispute any amounts invoiced by InSided, Customer must provide written notice to InSided within ten (10) Business Days of receiving the invoice. Such notice must contain reasonable details of the claim. In every event, the Customer must pay in full any amount under the invoice.

7. TERMINATION

7.1 Each party to the Agreement may, upon providing the other party with immediate written notice, terminate the Agreement in case the other party: (i) is in material breach of any terms contained in the Agreement and the breach is communicated in writing and not remedied within 30 days of such notice; or is incapable of being remedied by the breaching party; (ii) is declared bankrupt or becomes insolvent. 

7.2 Despite termination or expiry of the Agreement, specific terms will survive an end to the contract, including terms on Confidentiality (Clause 4), Copyrights and Intellectual Property (Clause 5), Liability (Clause 9), Indemnification (Clause 10), Processing Customer Personal Data (Clause 15), and Disputes (Clause 16).

7.3 Termination of the Agreement due to a breach of the Terms is without prejudice to the right of inSided to claim additional damages.

7.4 Upon termination of the Agreement following a breach of the Terms of the Agreement by the Customer, the Customer is in default and must pay all outstanding sums of the entire term to inSided for services ordered under the Agreement.

7.5 Upon termination of the Agreement inSided will without undue delay dispose of the data and information collected in the SaaS Platform as requested by the Customer, as described under Clause 15.

7.6 Upon termination of the Agreement all confidential information exchanged by the parties to the Agreement shall be destroyed or returned in due time, depending on the instructions of the disclosing party, excluding confidential information to which the other party has a right to further use. 

7.7 Upon termination of the Agreement the right of the Customer to access the SaaS platform will end.

7.8 All Agreements shall be automatically renewed for the same Term as indicated in the Order Form, containing the same terms and conditions, unless inSided or the Customer terminates the Agreement by written notice the latest three months prior to the Contract End Date.

7.9 Except for Your termination rights under Section 7.1, no refunds or credits for subscription charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term.

7.10 In the event Dutch law is applicable, as referred to in Section 18.1, the parties agree that Section 6:271 of the Dutch Civil Code and the effect of its provisions in the following articles are excluded.

8. WARRANTIES

8.1 InSided represents and warrants that (i) it is the owner of all rights, titles and interests, including all Intellectual Property rights, in the Service(s); and (ii) the Service does not infringe any third party Intellectual Property rights.

8.2 Except as specifically set forth in section 8.1, the sites and the Services, including all server and network components, are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and We expressly disclaim any and all warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that We do not warrant that the Services will be uninterrupted, timely, secure, error-free or free from viruses or other Malicious Software, and no information or advice obtained by You from Us or through the Services shall create any warranty not expressly stated in the Agreement.

9. LIABILITY

9.1 Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to the Agreement, or their Affiliates, officers, directors, employees, Admin users, service providers, suppliers or licensors be liable to the other party or any Affiliate for any lost profits, lost sales or business, lost data, (being data lost in the course of transmission via your systems or over the internet through no fault of inSided), business interruption, loss of goodwill, costs of cover or replacement, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, or any other indirect loss or damages incurred by the other party or any affiliate in connection with the Agreement, the Services or consulting services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.

9.2 Notwithstanding anything to the contrary in the Agreement, the inSided group’s aggregate liability to You, any Affiliate, or any Third-Party arising out of the Agreement, the Services or consulting services, shall in no event exceed the subscription charges and/or consulting fees, both excluding VAT, paid by you during the twelve (12) months prior to the first event or occurrence giving rise to such liability. You acknowledge and agree that the essential purpose of this section 9.2 is to allocate the risks under the Agreement between the parties and limit potential liability given the subscription charges and consulting fees, which would have been substantially higher if we were to assume any further liability other than as set forth herein. We have relied on these limitations in determining whether to provide you with the rights to access and use the Services and/or consulting services provided for in the Agreement. The limitation of liability provided for herein will apply in aggregate to Customer and its Affiliates and shall not be cumulative.

9.3 Any limitation or exclusion of liability stipulated in the Agreement shall not apply in the event that the loss and/or damage is attributable to (1) willful misconduct or deliberate recklessness on the part of inSided’s  management, or (2) death or bodily injury, or (3) any other manner for which it is unlawful to limit or exclude liability

9.4 Any claims or damages that You may have against inSided shall only be enforceable against inSided and not any other entity or its officers, directors or representatives.

9.5 For the cases where the Section 9.3 applies, the liability of inSided for damage by death, personal injury or due to material damage to goods amounts to the sum of no more than EUR 1,000,000.00 (one million euros) or USD 1,000,000.00 (one million US dollars) in case the party that entered the Agreement with the Customer is inSided B.V. or inSided Inc., respectively.

9.6 The liability of inSided for indirect damages consequential damages, loss of profits, loss of savings, reduced goodwill, loss due to business interruptions, damage ensuing from claims by customers of the Customer, damage relating to the use of matters, materials or software of Third Parties prescribed by the Customer to inSided, and damage relating to the engagement of suppliers prescribed by the Customer to inSided, is excluded. 

10. INDEMNIFICATION

10.1 We will indemnify and hold You harmless from and against any claim brought by a Third Party against You by reason of Your use of the Service as permitted hereunder, alleging that such Service infringes or misappropriates a Third Party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by inSided for such defense, provided that (a) You promptly notify inSided of the threat or notice of such IP Claim; (b) We will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such IP Claim; and (c) You fully cooperate with inSided in connection therewith. If use of a Service by You, Admin users or End-Users has become, or, in Our opinion, is likely to become, the subject of any such IP Claim, We may, at Our option and expense, (a) procure for You the right to continue using the Service(s) as set forth hereunder; (b) replace or modify a Service to make it non-infringing; or (c) if options (a) or (b) are not commercially reasonable or practicable as determined by inSided, terminate Your subscription to the Service(s) and repay You, on a pro-rata basis, any Subscription Charges previously paid to inSided for the corresponding unused portion of Your Subscription Term for such Service(s). We will have no liability or obligation under this Section 11.1 with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than inSided; or (iii) the combination, operation or use of the Service(s) with other hardware or software where a Service would not by itself be infringing.

The provisions of this Section 10.1 state the sole, exclusive and entire liability of inSided to You and constitute Your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by You, Admin users or End-Users.

10.2 You will indemnify and hold inSided harmless against any claim (i) arising from or related to use of the Service by You, Admin users or End-Users in breach of the Agreement; or (ii) alleging that the Intellectual Property Rights of a Third Party have been violated; provided that (a) We promptly notify You of the threat or notice of such claim; (b) You will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim (however, You shall not settle or compromise any claim that results in liability or admission of any liability by Us without Our prior written consent); and (c) We fully cooperate with You in connection therewith.

10.3 The Customer indemnifies inSided against all claims arising due to a violation of applicable law in regard to the illegal posting of content on the Service.  

11. FORCE MAJEURE 

11.1 Force Majeure: refers to any unforeseeable event which is outside the control of the party, and influences the performances of the Agreement by that party. Cases of force majeure are those accepted by case law in the courts of the jurisdiction of InSided.

11.2 Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilisation, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance whereby inSided is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason.

11.3 No party to the Agreement can be obliged to perform any obligation under the Agreement,  if the performance is prevented due to force majeure.

11.4 If a force majeure situation has lasted for more than ninety (90) days, both parties shall be entitled to give notice to terminate the Agreement in writing with immediate effect. The Services which in that case have been delivered by inSided, prior to the occurrence of the force majeure situation and during the force majeure situation will be paid for on a pro rata basis.

12. TRIAL TERMS OF USE

12.1 The Trial is free, non-binding and automatically expires after the Trial period, unless the Trial period is extended by InSided, in its sole discretion. The Trial is intended for evaluation purposes of the InSided products only.

12.2 The Trial terms of use contain the terms and conditions that govern the access to and use of the Trial and is part of an Agreement between InSided and You or the entity You represent. You represent to InSided that You are lawfully able to enter into contracts (e.g., You are not a minor).

12.3 If You register for or You are granted with a free Trial for any of the Services, We will make such Services available to You on a Trial basis free of charge until the earlier of (a) the end of the free Trial period for which You registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by You for such Service(s); or (c) termination of the Trial by Us in Our sole discretion. Trial terms and conditions may appear on the Trial registration web page or presented to You before the usage of the trial. Please review the applicable Documentation during the Trial period so that You become familiar with the features and functions of the Services under applicable Service Plans before You make Your purchase.

12.4 By registering for a Trial, you agree to ensure that anyone who uses the Trial does so only for your authorized use and complies with the terms of these Trial terms of use and InSided’s Terms..

12.5 The trial is owned by InSided, and is copyrighted and licensed, not sold to the Customer. InSided grants to You  a limited, non-exclusive, non-assignable, non-transferable, revocable worldwide license for the Trial.

12.6 The Trial is supplied "as is", without any warranty, express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose or uninterrupted or error free use of the trial or that defects will be corrected or that the trial or the server that makes it available are free of viruses or anything else which may be harmful or destructive. The entire risk arising out of use or performance of the Trial and any Documentation remains with You.

12.7 Any Customer Personal Data You enter into a Service, and any configurations or customizations made to a Service by or for You during Your free trial will be permanently lost unless You purchase a subscription to the same Service as covered by the trial, purchase the applicable Service.

13. THIRD-PARTY SERVICES

13.1 InSided has no liability and makes no warranties whatsoever with respect to Third Party Services that Customer uses in conjunction with the Services.

13.2 Any exchange of data or other interaction between Customer and a Third-Party provider is solely between Customer and such Third Party provider and will be pursuant to policies and terms separate from the Agreement. InSided shall not be responsible for any disclosure, modification, or deletion of Customer Data resulting from any use of or access by Third-Party Services or Third-Party providers.

13.3 If You decide to enable, access or use Third Party Services, be advised that Your access and use of such Third Party Services are governed solely by the terms and conditions of such Third Party Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Third Party Services, including, without limitation, their content or the manner in which they handle, protect, manage or process data (including Customer Personal Data) or any interaction between You and the provider of such Third Party Services. We cannot guarantee the continued availability of such Third Party Services features, and may cease enabling access to them without entitling You to any refund, credit, or compensation, if, for example and without limitation, the provider of a Third Party Services ceases to make the Third Party Service available for interoperation with the corresponding Service in a manner acceptable to Us. You irrevocably waive any claim against inSided with respect to such Third Party Services. We are not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Third Party Services, or Your reliance on the privacy practices, data security processes or other policies of such Third Party Services. You may be required to register for or log into such Third Party Services on their respective websites. By enabling any Third Party Services, You are expressly permitting inSided to disclose Your Login, as well as Customer Personal Data as necessary to facilitate the use or enablement of such Third Party Services.

14. PUBLICITY

14.1 At any time after the signature of the Order Form, InSided may publish or use Customer’s name and logo on: (i) InSided’s website; (ii) marketing collateral; (iii) online advertisement banners; and (iv) in InSided’s sales presentations.

14.2 InSided will obtain Customer’s written permission prior to the publication for each of the following, unless this information is publicly available: (i) press release; (ii) case study or white paper on InSided’s website and marketing collateral (and discussion of case study or white paper during sales presentations); and (iii) Customer quote on InSided’s website.

15. PROCESSING CUSTOMER PERSONAL DATA

15.1 The Customer has full responsibility for the lawful processing of the Customer Personal Data that has been entered into the SaaS platform.

15.2 The Customer indemnifies inSided against all legal action by Third Parties, for whatever reason, in connection with the processing of the Customer Personal Data or the execution of the Agreement by the Customer.

15.3 After the end of the term, or after the termination of the Agreement, the data and information collected in the SaaS Platform remains the property of the Customer and, at the instructions of the Customer, will be destroyed or transferred to the Customer in a secure manner.

15.4 You agree that the inSided Group and the Third-Party service providers that are utilized by the inSided Group to assist in providing the Services to You shall have the right to access Your Account and to process Customer Personal Data to the extent necessary to provide or improve the Services, including, without limitation, in response to Your support requests. Any Third-Party service providers utilized by the inSided Group will only be given access to Your Account and Customer Personal Data as is reasonably necessary to provide the Services and will be subject to confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 3.

15.5 To the extent that inSided processes any personal data as part of Customer Personal Data that is subject to the General Data Protection Regulation (the “GDPR”),  on Customer’s behalf, in the provision of the Services hereunder, the terms of the inSided Data Processing Agreement shall apply.

16. DISPUTES

16.1 Both parties to the Agreement agree to have negotiations in case of a dispute to be conducted in good faith. 

17. FINAL CONDITIONS

17.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of the Agreement or Your rights under the Agreement or delegate performance of Your duties under the Agreement without Our prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign the Agreement to any member of the inSided Group or in connection with any merger or change of control of inSided or the inSided Group or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill its obligations pursuant to the Agreement. Subject to the foregoing restrictions, the Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

17.2 The Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation You or any entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. There are no oral promises, conditions, representations, understandings, interpretations, or terms of any kind between the parties, except as may otherwise be expressly provided herein.

17.3 We may amend the Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You not less than ten (10) days prior to the effective date of any such amendment. Our failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.

17.4 If any provision in the Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.

17.5 The Services and other software or components of the Services that We may provide or make available to You, Admin users or End-Users may be subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets Control of the United States Department of the Treasury. You agree to comply with all such laws and regulations as they relate to access to and use of the Services, software and such other components by You, Admin users and End-Users. You shall not access or use the Services if You are located in any jurisdiction in which the provision of the Services, software or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You shall not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (a) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) You are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) You shall not permit Admin users or End-Users to access or use the Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You, Admin users and End-Users are located.

17.6 All notices provided by inSided to You under the Agreement may be delivered in writing by electronic mail to the electronic mail address provided for Your Account owner. You must give notice to inSided in writing by electronic mail to contract@insided.com. All notices shall be deemed to have been given immediately upon delivery by electronic mail.

17.7 If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, each of the Services is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Services are licensed to You with only those rights as provided under the terms and conditions of the Agreement.

17.8 You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with the Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our legal department at legal@insided.com.

18. GOVERNING LAW & CURRENCY

18.1 Agreements between the Customer and inSided BV in Europe are governed by Dutch law and are denominated in euros, unless stated otherwise. Each party to the Agreement recognizes the exclusive jurisdiction of the Courts of the Netherlands. All legal proceedings shall be conducted in English, or if applicable in Dutch.

18.2 Agreements between the Customer and InSided Inc In USA are governed by the laws of the State of New York, USA and are denominated in US dollars, unless stated otherwise. The federal courts of the State of New York, USA shall have exclusive jurisdiction over any dispute resulting from or relating to the Agreement.