Your Acceptance

This agreement (Agreement) governs any products and services (Services) provided to you by InspectU.

This Agreement is between the InspectU entity that owns or operates the Services that you are using or accessing (InspectU) and the person or entity agreeing to these terms (you).

You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement.

If you enter into this Agreement on behalf of your company, then “you” in the remainder of this Agreement means your company, and you warrant that you are properly authorized to bind your company to this Agreement.

Where indicated in an Order, any entity that directly or indirectly controls, is controlled by, or is under common control with You (an Affiliate) is also permitted to sign an Order that is governed by this Agreement, in which case all references to “You” in this Agreement are interpreted to refer to your Affiliate. Any such order shall be subject to the terms of this Agreement and the relevant Affiliate shall be deemed to be a party to this Agreement.

You agree to the terms of this Agreement when you submit an Order or create an account to access or use a Service. This Agreement becomes binding on the date that InspectU accepts your Order or first makes the Services available to you, whichever is earlier (Commencement Date).

Scope

This Agreement comprises:

• the terms specified in the relevant order form completed pursuant to section (13) (Order);
• these terms and conditions (General Terms);
• the terms applicable to each Service set out in product and services modules in this Agreement (Product and Services Modules); and
• the InspectU policies, being the Privacy Policy and Acceptable Use Policy applicable to the relevant Service, Website Terms and Conditions, and Community Terms and Conditions accessible at https://InspectU.com/legal/, and any other policies or terms referenced in this Agreement (InspectU Policies).

If any of the terms listed in section (2)(a) are inconsistent, the terms first listed will have priority to the extent of any inconsistency.

Services

The Services include: (i) the cloud-based, software-as-a-service solutions (Subscription Services); (ii) related support services; and (iii) any other products or services InspectU provides to you as specified in an Order, but excludes:

• any data, information, templates, content, code, video, images or other materials or information of any type that you upload to the Subscription Services, generate by using features of the Subscription Services or otherwise provide to InspectU in connection with the Services (Your Data);
• any modifications made by you or on your behalf (Your Modifications) to the Services, technology, data, information, programs, material or other content InspectU provides or makes available to you;
• materials created by InspectU or users of the Services that are published or made available to you on the InspectU content library (Content Library Materials);
• any hardware supplied by InspectU related to the Services; and
• any connector/s built or modified by any party other than InspectU or its subcontractors.

You may purchase training, implementation, onboarding, enablement, content support or other technical services provided by us and identified in your Order (the Professional Services). Nothing in this Agreement prohibits, restricts, or limits (i) InspectU from performing the same or similar Professional Services for or providing the same or similar work product to any third party, or (ii) you from hiring a third party to perform professional services related to the Services. Professional Services provided by InspectU will be performed in a professional and workmanlike manner. You will provide InspectU with timely access to Your Data reasonably required for InspectU to provide the Professional Services and if you fail to do so, the obligation to provide the Professional Services will be excused until such access is provided.

InspectU reserves the right to make changes to the Subscription Services in its sole discretion from time to time, including the functionality, features, performance, user interface, and usability, and you agree that this Agreement will apply to any changes or updates to the Subscription Services. InspectU will notify you of any change to the Subscription Services (other than No-Charge Services) that reduces its functionality or features in any material respect or if it discontinues any Service and is not replaced by a substantially equivalent function or feature. If InspectU has notified you under this section (3)(c), you may terminate the affected Services upon providing notice to InspectU within 30 days after the date of such notice, and InspectU will refund any prepaid, unused Fees in respect of any terminated Subscription Services. Nothing in this section (3)(c) limits InspectU’s ability to discontinue any Service or to make changes as required to comply with applicable law, address a material security risk, or avoid a substantial economic or technical burden.

InspectU will make the Subscription Services available to you and all individual users nominated, permitted or invited by you to access the Subscription Services (End Users) solely for your internal business operations during the subscription period specified in your Order (Subscription Term) and in accordance with any usage restrictions specified in the applicable Order and relevant Product and Services Module. The license granted to you under this section (3)(d) is non-exclusive, worldwide, non-sublicensable and non-transferable.

Unless permitted by law or as otherwise expressly permitted in this Agreement, you must not (nor may you encourage, authorise or assist any third party to):

• rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Services to a third party;
• reproduce, modify, adapt, or create derivative works of, the Services or remove or tamper with any disclaimers or other legal notices in the Services;
• reverse engineer, disassemble, decompile, transfer, exchange or translate the Services or otherwise seek to obtain or derive the source code or API;
• incorporate the Services into any service that you provide to a third party; or
• use the Services to provide services, or to create a service that competes with the Services.

You must promptly notify InspectU in writing of any breach of the above conditions of use.

You are solely responsible for ensuring that any desktop, mobile telephone or handheld device (Devices) and systems are compatible with the Subscription Services and meet any minimum requirements specified by us.

No-Charge Services

InspectU may offer certain Services to you at no charge, including free accounts, Third Party Products, trial use, and access to pre-release, early release and beta products (No-Charge Services). You agree that pre-release, early release and beta products are still in development and may contain errors and bugs. Your use of No-Charge Services is subject to any additional terms that InspectU specifies from time to time and is only permitted for the period designated by InspectU, or if no such period is designated, 30 days. InspectU may terminate your right to use No-Charge Services at any time and for any reason in InspectU’s sole discretion, without liability to you.

Your Accounts

You must register for an account in order to access or receive the Services and to receive notices and information from InspectU (Customer Account).

All End Users must establish a named account to access the Services (End User Account). Each End User Account must not be shared.

InspectU’s Services are not directed at, nor to be used by, persons under the age of eighteen. You are responsible for ensuring that all End Users meet the age requirement.

You must provide all relevant disclosures to, and obtain all relevant consents from, End Users to allow us to provide the Services to End Users, including InspectU’s use, collection and sharing of information in accordance with our Privacy Policy.

You may specify one or more administrators who may elect to have password protected rights to access administrative account(s) (Admin Account(s)) to administer the Services and End User Accounts.

You are responsible for all actions taken through your Customer Account, all End User Accounts and Admin Accounts under your Customer Account (together, Your Accounts). Your responsibilities include:

• maintaining the confidentiality of the passwords associated with each of Your Accounts;
• ensuring that only those individuals authorized by you have access to Your Accounts; and
• ensuring that all activities that occur in connection with Your Accounts comply with this Agreement.

If you are an End User, your account is managed by the Admin Account(s) (and not you). The Admin Account(s) can control your use of the Subscription Services, including adding or removing you from accessing the Subscription Services, enabling or disabling certain features or functionality within the Subscription Services, and deleting or re-assigning ownership of Your Data and Your Modifications. InspectU is entitled to rely on communications and instructions from Admin Accounts when servicing a Customer Account. You acknowledge that your End User Account is or may become managed by the entity that owns or controls the email address domain (such as your employer) with which your account was established (such as your work email address) and you agree that InspectU may share details of your End User Account with Admin Accounts. InspectU is not responsible for any actions taken by Account Admin(s).

Intellectual Property Rights

InspectU and its licensors have and retain all rights, title and interest, including all intellectual property rights, copyright, trade or service marks, designs, patents, rights in circuit layouts, domain names and trade names anywhere in the world (Intellectual Property Rights) in and associated with the Services.

You and your licensors retain ownership of all rights, title and interest, including Intellectual Property Rights, in Your Data.

You grant to InspectU a non-exclusive, worldwide, limited term, royalty-free, sublicensable licence to access, use, modify, reformat, publish, process, copy, distribute, export, and display Your Data to the extent required to enable InspectU to provide the Services to you. InspectU may collect data and other information relating to your use of the Services, including Your Data (Usage Data), and InspectU may use (during and after the Term) such Usage Data for its internal business purposes, including to improve, support and operate the Services, generate aggregated data sets and for reporting and analysis. InspectU may only disclose Usage Data in an aggregated form in a manner that does not identify any individual.

To the extent that you share a template or course which contains Your Data or Your Modifications with other users or publicly via an InspectU website, you grant to InspectU and each other user a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable licence to access, use, modify, reformat, publish, process, copy, distribute, export, and display such template or course to the extent necessary to make those templates and courses available and to use such templates and courses. You may disable the ability for Your Account(s) (other than Admin Account(s)) to share templates or courses with other users by contacting InspectU’s support team.

If you or your End Users choose to submit any suggestion, enhancement request, recommendation, correction or other feedback relating to the Services (Feedback) to us, you grant to InspectU a worldwide, perpetual, irrevocable, royalty-free licence to use without restriction or limitation and incorporate into the Services any Feedback, and waive all right, title and interest you or your End Users may have in such Feedback.

Content Library

The Content Library Materials may contain sponsored content provided to us by industry leaders (Sponsored Content). Sponsored Content contains copyrighted material, trademarks and other proprietary information including, but not limited to, text and graphics. You may use such Sponsored Content in the form it is downloaded into your Account(s) and, except as otherwise expressly permitted under copyright law, no copying, redistribution, publication or commercial exploitation of downloaded Sponsored Content will be permitted without the express written permission of us and/or the sponsor/copyright owner. No changes in, or deletion of, author attribution, trademark or copyright notice shall be made.

If you download Content Library Materials, to the extent permitted by law:

• your use of Content Library Materials is at your own risk;
• InspectU excludes all liability to you and any third party in respect of your use of Content Library Materials; and
• it is your responsibility to assess (and if necessary, obtain professional advice on) the suitability of Content Library Materials for your purposes and any modifications required to meet those purposes.

Your Data

You warrant that Your Data and Your Modifications:

• comply with the InspectU Policies, including the Acceptable Use Policy;
• are not false, misleading or inaccurate;
• do not infringe third party rights (including Intellectual Property Rights and privacy rights), that you own all rights, title, and interest, including Intellectual Property Rights, in Your Data and Your Modifications and that you have otherwise secured all necessary rights in Your Data and Your Modifications as may be necessary to grant the licenses pursuant to this Agreement;
• comply with all applicable laws; and
• are not infected with viruses or any other malicious computer code, files or programs.

You acknowledge and agree that InspectU may remove Your Data or Your Modifications from the Services and InspectU’s websites if we suspect (acting in good faith) that any of the warranties set out in section (8)(a) are or are likely to be untrue. To the extent practicable, permitted by law and provided it does not pose a risk to InspectU or other users, InspectU will notify you of any removal under section (8)(b).

You must ensure that you obtain all necessary consents from relevant individuals for the use of their Personal Information contained within Your Data in order for InspectU to provide the Services to you.

You acknowledge and agree that you are responsible for preparing and maintaining backups of Your Data and Your Modifications.

You must indemnify, defend and hold InspectU and its affiliates, service providers, officers, employees, contractors and customers (those indemnified) harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with: your breach of section (5)(c) (minimum age), section (5)(d) (End User consent), and section (8) (Your Data). InspectU agrees to provide: (i) prompt written notice to you of any such claim; (ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and (iii) all reasonably necessary cooperation of InspectU at your expense.

Integration with Third Party Products

You may choose, in your sole discretion, to integrate the Services with third party products or services (Third Party Products). If you choose to use any Third Party Products in connection with the Services, InspectU may provide such third parties access or use of Your Data to the extent required for the interoperation of the Services with the Third Party Product. Your use of any Third Party Product will be subject to the applicable agreement between you and the relevant third party provider. InspectU is not responsible for any access to or use of Your Data by such third party providers. INSPECTU DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY PRODUCTS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY PRODUCTS.

InspectU may provide you with access to connector/s to facilitate the interoperation of our Services with Third Party Products used by you. Your use of such connector/s will be subject to any additional terms that InspectU specifies from time to time. Provided that you promptly notify InspectU in writing of any error in respect of the functioning of connector/s, InspectU will use commercially reasonable endeavours to resolve the error with such connector/s within a reasonable period. You understand and agree that InspectU is not liable or responsible for the functionality, reliability, availability, quality or performance of Third Party Products or the interoperability of such Third Party Products with the Services (a connection with a Third Party Product may become unavailable or no longer function properly as a result of changes made by the third party provider). Any support and maintenance for a Third Party Product will be provided by the relevant third party provider (and not by InspectU). To avoid doubt, InspectU is not responsible for any connector/s built by any party other than InspectU or its subcontractors.

AI Features

InspectU may provide you with access to features and functionality through the Subscription Services that are powered by third party artificial intelligence systems (AI Features).

You are responsible for any text you type in, or images or other content you upload to AI Features (Input) as well as the resulting material that is generated (Output). You acknowledge and agree that both Input and Output are Your Data. You are responsible for ensuring that your Input and Output complies with this Agreement and our InspectU Policies.

You may use your Output for any legally permitted purpose, provided that you comply with this Agreement and accept that any such use is at your own risk.

You acknowledge and agree that the Output is generated by artificial intelligence. InspectU has not verified the accuracy of the Output and it does not represent InspectU’s views. InspectU makes no warranty or guarantee as to the accuracy, completeness or reliability of the Output and does not accept any liability or responsibility arising in any way from your use of the Output or any omissions or errors contained in the Output.

You acknowledge that any Input you provide, including any Personal Information or commercially sensitive data that you choose to include within that Input, may be shared with third party providers such as OpenAI, LLC. Third party providers will not use such Input to improve or train their services.

It is prohibited to use AI Features to mislead anyone that the Output is human-generated, provide medical, legal or financial advice, generate legally binding obligations, generate political content, generate source code, generate spam, ransomware or viruses, generate shocking content, include profane subjects, generate information to be used for illegal purposes, or implement fully-automated decision making. In the event your Output is in breach of these terms or otherwise is unlawful, InspectU reserves the right to remove the Outputs, disclose the Output to law enforcement or government authorities and suspend or otherwise terminate Your Account(s).

Confidentiality

In this Agreement, Confidential Information of a party (Disclosing Party) means information that is identified as confidential at the time of or shortly after disclosure or would be reasonably known by the other party (Receiving Party) to be confidential due to the nature of the information disclosed or the circumstances surrounding its disclosure, including information about the Disclosing Party’s business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include information: (i) which is in the public domain (such as Content Library Materials) other than through a breach of confidence; (ii) is independently created by, or on behalf of, the Receiving Party without any reference to the Confidential Information and prior to receipt of such Confidential Information; (iii) is rightfully known by the Receiving Party prior to receipt from the Disclosing Party, as evidenced by the Receiving Party’s written record; or (iv) is rightfully obtained by the Receiving Party from a third party without breach of a confidentiality obligation.

Receiving Party must keep confidential and not disclose to any third party Confidential Information of the Disclosing Party, with the exception that a Receiving Party may disclose such Confidential Information:

• to a third party with the prior written consent of the Disclosing Party; and
• the Receiving Party’s, or affiliates or subsidiaries of the Receiving Party’s, officers, agents, professional advisers, employees, contractors, subcontractors, channel partners, service partners, consultants, auditors and insurers (Representatives), provided that such Representatives are subject to confidentiality obligations no less stringent than under this Agreement in relation to that Confidential Information and have a need to know such Confidential Information; and
• where the Receiving Party is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the Disclosing Party written notice prior to disclosure if permitted by law and makes only such disclosure as is legally compelled.

Receiving Party must only use Confidential Information of the Disclosing Party for the purpose for which it was disclosed in connection with this Agreement and shall remain responsible for the compliance of its Representatives to whom Confidential Information has been disclosed with their respective confidentiality obligations.

Privacy and Security

InspectU implements appropriate technical and organizational measures to ensure the appropriate security of Your Data, including ensuring that any personal data within Your Data is protected against unauthorized or unlawful processing, accidental loss, destruction or damage. InspectU’s technical and organizational security measures are described at https://InspectUpro.com/security/.

InspectU complies with privacy and data protection laws applicable to the provision of the Services to you under this Agreement. We collect, use, and disclose any personal data we collect from you or your End Users in accordance with the InspectU Privacy Policy.

You will comply with all applicable privacy and data protection laws and are responsible for ensuring that you have obtained all individual consents required for InspectU to provide the Services, including from your End Users.

Where (i) the EU General Data Protection Regulation 2016/679 (GDPR) or (ii) California Consumer Privacy Act, as amended by the California Privacy Rights Act (CPRA), (Civil Code Section 1798.100, et seq.) (CCPA); or (iii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of Your Data, the terms of InspectU’s Data Processing Agreement (set out in Appendix 1 and Appendix 2) will apply.

InspectU will use commercially reasonable efforts to prevent introduction of viruses, Trojan horses or similar harmful materials (Malicious Code) into the Subscription Services. To avoid doubt, InspectU is not responsible for any Malicious Code introduced by you or your End Users.

Other than as expressly noted in this section (12), you acknowledge that:

• the Services have not been designed to meet the requirements of laws or standards that may apply to you in respect of Your Data, including without limitation, the Health Insurance Portability and Accountability Act 1996, the Payment Card Industry Security Standards, or any other law or standard applicable to the handling, storage, processing, transfer, security or location of Your Data in any jurisdiction; and
• it is your responsibility to satisfy yourself that your use of the Services will allow you to meet any legal obligations applicable to you in respect of Your Data, and InspectU disclaims all liability for your non-compliance with any such laws or standards arising from your use of the Services.

Orders and Subscriptions

To use the Services you must complete an Order by either:

(a) completing the online order page (Online Order) which contains details of:
   • the Services being ordered;
   • the applicable fees (Fees);
   • the number of paid End User Accounts that will form part of your organization in respect of Subscription Services (if applicable);
   • the Subscription Term applicable to any Subscription Services;
   • the applicable billing details, and the currency in which you will be billed; and
   • if applicable, details of any hardware or other products made available by InspectU in the future you wish to order; or

(b) execute a paper-based quote, order form or statement of work (Order Form) provided by InspectU which sets out the relevant information in section (13)(a).

Billing and Payment

You must pay all Fees for the Services in accordance with the rates, currency and billing cycle or payment milestones set out in the applicable Order(s). Other than where expressly provided for under this Agreement, all Fees are non-refundable, non-cancellable and non-creditable.

For all Orders for the Subscription Services, InspectU will bill you for the applicable recurring Fees in advance. For all Orders for Services (other than Subscription Services), InspectU may bill you on a “fixed-fee” or “time and materials” basis, as specified in the relevant Order.

You may add End Users or other Services during your Subscription Term by placing a new Order or by adding End Users through functionality provided within the Services. If you add End Users through the Services, we will bill you for the applicable Fees in arrears based on the total number of End Users at the end of the relevant calendar month. Unless otherwise specified in the Order or at the time of the purchase, InspectU will charge you for any additional End Users or Services (including if you exceed any limit on End Users specified in a then-current Order) at the then-current rates, prorated for the remainder of the Subscription Term. You will not receive a refund or credit for removing End Users or Services once they have been added to Your Account(s).

If you wish to (i) reduce the number of paid-for End Users; or (ii) downgrade to a lower subscription plan, you must provide InspectU with written notice at least thirty (30) days prior to the end of the then-current Subscription Term, or, if applicable, reflect this change through the functionality provided in the Services. It is your responsibility to ensure that the number of End Users that have access to the Services do not exceed the number of End Users on an Order. If you exceed the limit on your End Users more than 7 days following execution of an Order, InspectU will charge you for the additional End Users at the then-current rates.

If you elect to pay by credit card, debit card or other similar online payment method, InspectU will charge you the applicable Fees immediately. If you elect to pay by invoice, you must pay all invoiced Fees within thirty (30) calendar days after the date of invoice. If InspectU incurs any costs in order to collect overdue Fees from you, you agree that all such collection costs incurred shall immediately become due and payable to InspectU (including but not limited to legal fees and collection agency fees). The obligation to pay InspectU such collection costs shall survive termination or expiration of this Agreement.

The Fees payable by you for our Services exclude any duties, customs fees, or taxes (other than InspectU’s income tax), including any VAT, GST or other applicable sales tax (Taxes). To the extent that such Taxes are applicable, you must pay us such Taxes in addition to the Fees. If you have obtained an exemption for such Taxes, you must provide InspectU with any information InspectU reasonably requests to determine whether InspectU is obliged to collect Taxes from you, including your relevant Tax identification number. You will pay InspectU for the Services without any withholding for Taxes. If you are required to withhold Taxes by law, you will pay such additional amounts as are necessary so that the net amount received by us after such withholding will be equal to the full amount that we would have received if no withholding had been required.

Limitation on Liability

Except as expressly stated in this Agreement or required under any applicable law, the Services and any other goods or services provided by InspectU to you are provided on an “as is” basis, and InspectU does not make any representation or warranty (express or implied) in respect of the Services or any other goods or services provided by InspectU to you, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, that operation of the Services will be uninterrupted or error free, or that all defects will be corrected.

If you reside in Texas and are a “consumer” for the purposes of the Texan Consumer Law, then if the Services fail to meet any consumer guarantee, and the total amount paid by you for the Services under this Agreement is less than the statutory minimum, InspectU’s liability to you for failure to meet such consumer guarantee is limited, to the extent permitted by law, to (at InspectU’s election) supplying the Services again or paying for the cost of having the Services supplied again.

To the maximum extent permitted by law, in no event will InspectU be liable in connection with this Agreement, whether in contract, tort, equity, statute or otherwise for:

• your misuse of the Services, acts or omissions of your personnel;
• Service outage or interruption, or any damage or losses, arising from networks or websites outside of InspectU’s control;
• any injury, damage to property, or loss to any person in relation to your use of the Services; or
• subject to section (12), breach of any law applicable to your business activities, including but not limited to any work health and safety or food safety law, in connection with your use of the Services.

To the maximum extent permitted by law, in no event will, whether in contract, tort, equity, statute or otherwise:

• either party be liable in connection with this Agreement for loss of profits, loss of revenue, loss of anticipated savings, loss of use, loss or corruption of data, costs of delay or procurement of substitute or replacement goods and services, business interruption, failure of security mechanisms, loss of goodwill, and any other form of indirect, incidental, special or consequential or punitive damages, even if a party has been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose; or
• either party’s aggregate liability for any claims in connection with this Agreement exceed the total Fees actually paid by you under this Agreement during the twelve month period immediately prior to the event giving rise to the liability.

IP Indemnity

Subject to section (16)(c), InspectU will defend you against any third party claim alleging that the Subscription Services infringes any copyright or any patent (a Claim), and will indemnify you against any damages and costs finally awarded by a court of competent jurisdiction or any settlement amounts agreed in writing by InspectU, provided that you provide InspectU:

• prompt written notice of any such claim;
• the exclusive right to control and direct the investigation, defense, or settlement of such claim; and
• all reasonably necessary cooperation and assistance in the defense and investigation of the Claim at InspectU’s expense.

In the event of a Claim, InspectU may, in its sole discretion:

• procure the right for your continued use of the Subscription Services in accordance with this Agreement;
• replace the Subscription Services with a similar service with materially equivalent functionality; or
• terminate your Order in respect of the Subscription Services affected by the Claim and refund any prepaid, unused Fees in respect of the terminated Subscription Services.

The indemnity obligation in this section (16) will not apply to the extent that any Claim arises:

• in connection with your use of No-Charge Services;
• as a result of misuse of the Subscription Service or use of the Subscription Service with any third party data (including any Content Library Materials), or in combination with any Third Party Products other than that for which the Subscription Services were designed or provided;
• as a result of modification to the Service made by any party other than InspectU or its subcontractors; or
• in connection with circumstances covered by your indemnification obligations under section (8)(e).

THIS SECTION (16) CONSTITUTES YOUR EXCLUSIVE RIGHTS AND REMEDIES, AND INSPECTU’S SOLE LIABILITY, FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SUBSCRIPTION SERVICES.

Term and Renewal

This Agreement commences on the Commencement Date and expires when all Subscription Terms have expired, and all other Orders have been completed, unless otherwise terminated in accordance with this Agreement (Term).

Unless otherwise set out in the relevant Order, each Subscription Term will automatically renew for periods equal to the initial Subscription Term at the then-current rates unless either party elects not to renew the Subscription Term by providing written notice to the other party at least 30 days prior to the expiry of the then-current Subscription Term, in which case your subscription will expire at the end of the then-current Subscription Term.

Termination and Suspension

You may terminate Subscription Services at any time by written notice or through the functionality provided by the Subscription Services. If you choose to terminate this Agreement in accordance with this section (18)(a), you will not be entitled to any credits or refunds as a result of such termination.

Either party may terminate this Agreement in whole or part, including any particular Order(s), immediately upon providing notice to the other party if:

• the other party is in material breach of this Agreement and does not cure the breach within thirty (30) days after written notice of the breach; or
• if the other party ceases to operate, has an administrator appointed, enters a deed of company arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations.

InspectU may suspend the Services (including any of Your Accounts) immediately, or terminate this Agreement in whole or part, including any particular Order(s), if:

• you are in material breach of this Agreement more than two times during the Term notwithstanding any cure of such breaches;
• you have failed to pay any Fees within seven (7) days after InspectU has provided written notice to you that you failed to pay such Fees by the relevant due date (Notice of Non-payment);
• you infringe InspectU’s Intellectual Property Rights; or
• your use of the Services breaches any applicable law or any of the InspectU Policies.

InspectU will notify you of any suspension or termination under section (18)(c) (where practicable).

If InspectU suspends your use of the Services pursuant to its rights under this Agreement:

• InspectU will continue to charge you Fees during the suspension period and you must pay any outstanding Fees prior to InspectU resuming the provision of the Services; and
• InspectU will only resume the provision of the Services once you have cured (to InspectU’s reasonable satisfaction) the matter that caused the suspension.

If any Fees are not received within seven (7) days after InspectU has provided you with a Notice of Non-payment then without limiting InspectU’s rights or remedies, InspectU may:

• condition future invoices, Subscription Terms and Orders on a different billing cycle than the payment terms specified in the then-current Order; and
• accelerate your outstanding Fees under the Agreement, such that all outstanding Fees due for the remaining duration of any Subscription Term become immediately due and payable.

Consequences of Termination

If the Agreement or any Order is terminated:

• by you for InspectU’s breach, then InspectU will refund any prepaid, unused Fees that relate to the terminated Subscription Services; or
• by InspectU for your breach, then you must pay to InspectU any and all outstanding Fees due for the remaining duration of any Subscription Term, which will become immediately due and payable upon termination.

Upon the date that this Agreement or any Order expires or is terminated, then you and your End Users must cease all access and use of the Services and delete InspectU’s Confidential Information in your possession or control, including any software or other materials that InspectU has provided to you, or made accessible for download by you. Upon our request, you will certify that you have complied with this section (19)(b). You must export Your Data from the Subscription Services before the end of the Subscription Term, as you will not have access to Your Data after expiration or termination of this Agreement. InspectU will delete or destroy Your Data as specified in InspectU’s Privacy Policy.

The following provisions will survive any termination or expiration of this Agreement: sections (6), (7), (8)(a), (8)(e), (9)(a), (10)(b), (10)(c), (10)(d), (11), (14), (15), (16), (19)(b), this (19)(c) and (21), and any other sections which by intent or meaning have validity beyond termination or expiration of this Agreement.

Amendments

InspectU may update or modify the terms of this Agreement from time to time, including the InspectU Policies and any other referenced documents, to respond to changes in InspectU’s products, services, business or as required by law, by giving notice to you. If an update or modification to the terms of this Agreement materially reduces your rights, you may terminate this Agreement upon providing notice to InspectU within 30 days after the date of InspectU’s notice to you under this section (20) (with such termination to be effective on the date of your notice or the effective date of the update or modification, whichever is later), and InspectU will refund any prepaid, unused Fees in respect of any terminated Subscription Services.

General

Unless otherwise agreed in your Order, the laws governing this Agreement and the courts exercising exclusive jurisdiction depend on where you are domiciled (as specified at https://InspectU.com/legal/InspectU-group/).

If any provision of this Agreement is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of this Agreement shall be construed in a manner as to give greatest effect to the original intention of this Agreement.

The failure of either party to exercise any right provided in this Agreement in any instance will not be deemed to be a waiver of such right.

Except where an exclusive remedy is specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

Other than in respect of an obligation to pay any Fee or other amount, neither party will be liable for non-performance or inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, pandemic, riot, labour condition, governmental action, power interruption, telecommunication, data and internet disturbance) that was beyond the party's reasonable control (Force Majeure Event).

Your use of any website or software that is not provided by InspectU to access or download the Services will be governed by the terms and conditions applicable to that website or software. InspectU is not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by the Service.

Any notices to you may either be posted on our website, via an in-product notification given in writing (which may be by email). Billing-related notices will be sent to the billing contact designated by you. All other notices will be sent to your Admin Account(s). Any notices to InspectU, and any questions, concerns or complaints relating to the Services must be in writing and addressed to support@inspectupro.com.

Any dispute, controversy or claim arising out of or relating to this Agreement, or any aspect of the relationship between you and InspectU, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, unless you opt out of this arbitration agreement within 30 days of the first acceptance date of any version of this Agreement (the Opt Out Deadline). You may opt out of these arbitration procedures by emailing us at support@inspectupro.com by the Opt Out Deadline and stating that you reject the agreement to arbitrate. Unless you opt out by the Opt Out Deadline, you agree that you and InspectU are each waiving the right to sue in court and to have a trial by a jury. The arbitrator shall have the power to rule on any challenge to its own jurisdiction, the arbitrability of any claim, or to the validity or enforceability of any portion of the agreement to arbitrate. The arbitrator shall also have the power to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. You and InspectU agree to arbitrate solely on an individual basis, and agree that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitration shall be administered in accordance with the rules of the relevant arbitration association in place in the jurisdiction set out in Section 21(a), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

This Agreement, and any rights granted hereunder, must not be transferred or assigned by either party (assigning party) without the prior express written consent of the other party, except to:

• a third party participating in a merger with, or acquisition of the assigning party; or
• an affiliate or subsidiary of the assigning party.

You grant InspectU the right to identify you as a customer and to use your logo across InspectU’s marketing materials, including our website. You may notify us that you do not wish to be identified as a customer or for us to use your logo, by contacting us at support@inspectupro.com.

This Agreement contains the entire understanding between the parties regarding the subject matter of this Agreement. To avoid doubt, resellers of the Services are not authorized to modify the terms of this Agreement or make any representations, undertakings or other legally binding commitments on behalf of InspectU.

You represent that neither you nor any of your End Users are on any U.S. government denied-party list, and that you will not permit any End User to access or use any service in a U.S.-embargoed country or region.

If this Agreement is translated into any language other than English, the English text will govern unless expressly stated otherwise in the translation.