Legal
PRIVACY POLICY
(Last updated June 23, 2022)
Our Commitment to Privacy
Insight TechCo and our affiliates (the “Company”) are committed to your privacy. We want you to be familiar with how and why we collect, use and disclose your information. This Privacy Policy is intended to comply with applicable data protection and privacy laws and describes our practices in connection with information that we collect online and offline.
What Information We Collect
“Personal Information” is information that identifies you as a natural person or relates to, is associated with or is reasonably linked to an identifiable natural person.
We collect and process the following Personal Information:
Personal contact information such as name, address, telephone number and email address;
Business contact information such as business address, telephone number and email address;
Information necessary to provide our products and services to you or your organization;
Payment, credit, and transaction information for billing purposes;
Purchase history;
State identification card or driver's license number
DOT number, MC number, state of business registration, DOT medical card information;
Face photograph;
Instructions, comments, and opinions you provide when you contact us directly by email, chat, online forms, telephone, or mail;
Your opinions via surveys we send to you regarding current services, potential new services that may be offered, the Website, or other matters;
Information that you choose to provide to us when you interact with us;
Location data.
“Other Information” is any information that does not reveal your specific identity or does not directly relate to an identifiable individual. We may collect and process the following Other Information:
Browser and device information such as such as your Media Access Control (MAC) address, computer type (Windows or Mac), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the platform or software you are using;
App usage data such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number;
Information collected through cookies, pixel tags and other technologies such as the address of the page you are visiting, the address of the referrer page you previously visited, the time you are viewing the page, your browsing environment, and your display settings;
IP addresses;
Third party analytics information regarding website traffic behavior, bounce rate, pages visited, and time spent on a page;
Demographic information and other information provided by you that does not reveal your specific identity; and
Information that has been aggregated in a manner such that it no longer reveals your specific identity.
If we are required to treat Other Information as Personal Information under applicable law, we will collect, use and disclose it for the purposes for which we collect, use and disclose Personal Information as detailed in this Privacy Policy.
How We Collect Personal Information
We and our service providers collect Personal Information through various online services in connection with providing our products and services including:
Through our websites;
Through the software applications made available by us for use on or through computers, mobile devices, and apps;
Through our social media platforms;
Through email messages;
Through extranet sites made available to our customers and third parties; and
Through our registration process for newsletters, seminars, webinars and events.
We also may collect Personal Information offline in a variety of ways in connection with our products and services including:
When you provide information in conjunction with our products and services;
When you provide information over the phone;
When you provide information through paper-based forms, applications, and other documents;
When you interact with us at a trade show, in connection with a sales call, or in other similar situations;
When you participate in a contest, sweepstake, or promotion;
When you provide information in connection with a rebate; or
When you interact with us at a Company event, seminar, or clinic.
We also may collect Personal Information from other sources including:
Publicly available databases;
Joint marketing partners and event sponsors, when they share the information with us;
Entities to which we provide products and services, which may include your employer;
Referral sources; and
Other social media platforms.
If you disclose any Personal Information relating to other people to us or to our service providers in connection with our products and services, you represent that you have the authority to do so and to permit us to use the information in accordance with this Privacy Policy.
We and our service providers may collect Other Information in a variety of ways including:
· Through your browser or device;
· Through your use of our app. When you download and use our app, we and our service providers may track and collect app usage data, such as the date and time the app on your device accesses our servers and what information and files have been downloaded to the app based on your device number;
· Through use of cookies;
· Through use of web beacons;
· Through logging your IP Address;
· Through use of third party analytics such as Google Analytics.
How we use Personal Information
We and our service providers use Personal Information for legitimate business purposes including:
Providing our products and services to you and managing our relationships
To contact you in connection with providing our products and services;
To respond to your inquiries and fulfill your requests, administer your accounts, and provide you with information on our products and services;
To manage our relationships, including responding to reviews; and
To send administrative information to you, such as information regarding our products and services and changes to our terms, conditions and policies
We collect and process your Personal Information for this business purpose so we can enter into and perform our contracts with you, comply with a legal obligation, and/or pursue a legitimate business interest.
Providing you with our newsletters and/or other marketing materials, facilitating social sharing, and administering promotions
To send you our newsletters, publications, updates, and mailings related to our seminars, events, or products and services that we think may be of interest to you;
To fulfill your event registration requests and provide services, including the provision of seminars and other events;
To send you information about our products and services and other news about our Company; and
To administer your participation in a contest, sweepstake, rebate or other promotion or to send you prizes that you might have won.
We collect and process your Personal Information for this business purpose based on your consent or to pursue a legitimate business interest.
Maintaining and improving the functionality of our Websites, apps, and other media
To provide our websites’ and online services’ functionality to you, such as arranging access to your registered account and providing you with related client service;
To make improvements to our websites and online services;
To help you personalize your online experience.
To understand traffic patterns and the number of visitors to our network of websites and online services, our affiliates’ websites and online services and other non-Company websites and online services with whom we partner;
To understand how you use and interact with our products and services;
To provide anonymous individual and/or aggregate auditing, research, modeling and reporting;
To determine which email messages sent by us, or our agents, were opened and to note whether a message was acted upon;
To derive your approximate location from your IP address;
To enhance, improve, or modify our current products and services;
To determine the effectiveness of our promotional campaigns, so that we can adapt our campaigns to the needs and interests of our users, customers and clients;
To maintain, improve, and protect our data systems; detect security incidents to prevent malicious, deceptive, fraudulent, or illegal activity; and prosecute those responsible for such activity;
To conduct debugging to identify and repair errors that impair existing intended functionality;
To perform services on behalf of our business or service providers such as maintaining or servicing accounts, providing customer service, processing or fulfilling orders and transactions, verifying customer information, processing payments, providing financing, providing advertising or marketing services, providing analytic services, or providing similar services on behalf of our business or service provider;
To undertake internal research for technological development and demonstration; and
To undertake activities to verify or maintain the quality or safety of our services or devices and to enhance our services and devices;
We collect and process your information for this business purpose to pursue a legitimate business interest.
Meeting our legal, regulatory and contractual obligations
· To comply with business related laws and regulations;
· To comply with data privacy laws and regulations;
· To exercise and protect our legal rights; and
· To comply with our contractual obligations with our affiliates, service providers, business partners, and other third parties.
We collect and process your information for this purpose to comply with our legal obligations and to pursue a legitimate business interest.
We need to collect Personal and Other Information in order to provide our products and services to you, and to accomplish our business purposes. If you do not provide the information requested, we may not be able to provide our products and services or accomplish our business purposes.
How we disclose personal information
We disclose Personal and Other Information:
To our affiliates for the purposes described in this Privacy Policy
You can consult the list and location of our affiliates listed at the bottom of this page. Subject to local requirements, this information may be used to provide products and services offered by our other legal entities and for all the purposes outlined in this Privacy Policy.
98 Ventures is the party responsible for the management of the jointly-used Personal and Other Information.
To our third party service providers and trusted business partners to facilitate services they provide to us
These can include providers of services such as website hosting, products and services-related consulting and monitoring, data analysis, information technology and related infrastructure provision, customer service, email delivery, auditing, fulfill orders you have placed on the Website, or fulfill the purpose for which you have provided it (such as for contests or promotions) and other services.
All such third parties are prohibited from using your Personal Information except to provide these services to the Company, and they are required to maintain the confidentiality of your information.
To public authorities in response to lawful requests by public authorities to comply with national security or law enforcement requirements.
We also use and disclose your Personal Information as necessary or appropriate, especially when we have a legal obligation or legitimate interest to do so:
To comply with applicable law and regulations, including laws outside your country of residence;
To cooperate with public and government authorities, including authorities outside your country of residence;
To cooperate with law enforcement;
For other legal reasons, such as to enforce our terms and conditions and to protect our rights, privacy, safety or property, and/or that of our affiliates, you or others; and
In connection with a sale, merger or business transaction.
We do not sell or otherwise disclose your Personal Information for monetary consideration or a business purpose to any third parties.
Please keep in mind that if you directly disclose Personal Information or other sensitive data through public message boards, conversation pages, blogs, profile pages, or other similar online services; the Personal Information or sensitive data you disclose may be publicly posted and otherwise publicly available for use.
How long we retain Personal Information
We retain Personal Information for as long as needed or permitted in light of the purpose(s) for which it was obtained and consistent with applicable law. The criteria used to determine our retention periods include:
The length of time we have an ongoing relationship with you and provide our products and services to you (for example, for as long as you have an account with us or keep using our products and services);
Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions or communications for a certain period of time before we can delete them); and
Whether retention is advisable in light of our legal rights (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
What security measures we use
While no security program can fully protect Personal Information from unauthorized disclosure, we have implemented internal policies and technical measures to protect Personal Information from loss, accidental destruction, misuse or disclosure. Such internal policies and technical measures include:
The use of pseudonymization and encryption of personal data where appropriate;
Procedures and controls to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and platforms;
Procedures for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing;
Procedures to ensure that data is not accessed, except by individuals in the proper performance of their duties;
The use of contractual language requiring our service providers and other third parties to whom we disclose Personal Information to comply with applicable data privacy laws and to protect the confidentiality of the information; and
Training all of our employees who handle Personal Information on how to properly handle and protect Personal Information.
Your choices regarding marketing-based communications
If you supply us with your address (mailing or e-mail) or your telephone number, you may receive periodic mailings, telephone calls or texts from us or our affiliates with information on new products and services or upcoming events. We will comply with all legal requirements to obtain your consent for such mailings, telephone calls and texts prior to sending you marketing-based communications. If you do not wish to receive such mailings (whether by e-mail or paper mail) or telephone calls, please let us know by e-mailing us at: Support@pipelineapproved.com with the word "unsubscribe" in the subject line. Please provide us with your exact name, mailing address, e-mail address and/or telephone number. If you do not wish to receive marketing-based text messages, please let us know by sending us a text to 864-598-3799 with the word "STOP" in the subject line.
Additionally, with the data we have collected on your activities on our websites, online services or through other interactions with us, we may, with your consent or pursuant to our legitimate business interests, provide advertising of our products and services personalized to your individual interests when you go online. We may share such information with our service providers and online advertising vendors in order to advertise our products and services to you when you go online. These ads may appear on our websites and online services or on the websites and online services of third parties.
To opt out of certain of the personalized advertising, you may be able to adjust settings on your browser or on your mobile device. Please see the documentation associated with your browser and mobile device for more information. In addition, the Digital Advertising Alliance provides information on how to opt out of personalized advertising; for more information, please click here: http://optout.aboutads.info/?c=2&lang=EN.
Do Not Track Feature
Your web browser may have a “Do Not Track” feature that is intended to automatically inform websites you visit to not track your online activities. Our websites do not process or respond to these “Do Not Track” signals from your browser.
Privacy rights for California residents and users
We comply with the California Consumer Privacy Act (CCPA), California Online Privacy Protection Act (CalOPPA), and other applicable California laws. We do not sell your personal information. In addition to the privacy protections and rights described in our Privacy Policy, California residents have the right to:
Be informed about what personal information we maintain about you, how we use and share your personal information and obtain a copy of your personal information; and
Block or delete your personal information from our databases.
You also have the right not to be discriminated against based on your exercise of your data rights.
You can request access to or deletion of your personal information or the personal information of your household by submitting a request to us by emailing us at: Support@pipelineapproved.com. To protect the security of your personal information, we will require you to provide us with identifying information for you or your household such as email address, telephone number, a description of the product or service you purchased or inquired about, and/or other information that we can match with the personal information we have collected about you or your household to verify your identities.
You may use an authorized agent to request access to or deletion of your personal information or the personal information of your household. We will require your authorized agent to provide us with either (1) a power of attorney authorizing the authorized agent to act on your behalf or (2) your written authorization permitting the authorized agent to request access to your personal information on behalf of you or your household. Further, we will require you or your authorized agent to provide us with identifying information to verify your identity and/or the identities or your household members.
Individual California residents also have the right under the California Online Privacy Protection Act (CalOPPA) to request information about our disclosures of certain categories of personal information to our affiliates or third parties for their direct marketing purposes. We will provide a list of the categories of personal information disclosed to third parties or our affiliates for their direct marketing purposes during the immediately preceding calendar year, along with the names and addresses of these third parties or affiliates. This request may be made no more than once per calendar year. Individual California Users must submit their requests to us either by email at: Support@pipelineapproved.com or write us at the mailing address in the Changes and Contact section below. We reserve our right not to respond to requests submitted other than to the email or mailing addresses specified in this section.
If you have questions or concerns regarding our privacy practices or your privacy rights as a California resident, please contact us as described in the Changes and Contact section below.
Privacy rights for Nevada residents and users
You have the right to direct us not to sell certain personally identifiable information that we collect about you on our Websites or other online services by emailing us at Support@pipelineapproved.com. This information includes: your first name or first initial and last name in combination with your social security number; driver’s license number, driver authorization card number or identification card number; account number, credit card number or debit card number, in combination with any required security code, access code or password that would permit access to your financial account; medical identification number or a health insurance identification number; user name, unique identifier or electronic mail address in combination with a password, access code or security question and answer that would permit access to an online account.
Additionally, you may review and request that we change the personally identifiable information that we collect about you on our websites or other online services by emailing us at Support@pipelineapproved.com.
Our service providers and other third parties may collect personally identifiable information about your online activities over time and across different internet websites or online services when you use our Websites or online services.
Children’s Privacy Policy
Our products and services are not intended for those under the age of 18 and we will not knowingly collect Personal Information from such individuals under the age of 18.
Third Party Services
This Privacy Policy does not address, and we are not responsible for, the privacy, information or other practices of any third parties.
This includes any third party operating any website or service to which our Websites link. The inclusion of a link on our Websites does not imply endorsement of the linked site or service by us or by our affiliates.
In addition, we are not responsible for the information collection, use, disclosure or security policies or practices of other organizations, such as Facebook, Apple, Google, Microsoft, RIM or any other app developer, app provider, social media platform provider, operating system provider, wireless service provider or device manufacturer, including with respect to any Personal Information you disclose to other organizations through or in connection with the Apps or our Social Media.
Changes to this Privacy Policy
We will occasionally update this Privacy Policy to reflect current Company policies. If this Privacy Policy is revised, the revised Privacy Policy will be posted here with the date of the most recent version posted above. Continued use of the Website after any such revision or update constitutes your acknowledgment and acceptance of the Privacy Policy as so revised or modified. We encourage you to periodically review this Privacy Policy to be informed of how the Company is protecting your information.
Contact Information
We welcome your comments regarding this Privacy Policy. If you believe that we have not adhered to this Privacy Policy or if you have any other questions, please feel free to contact us as follows: Support@pipelineapproved.com
INSIGHT TECHCO TERMS AND CONDITIONS
UPDATED JUNE 23, 2022
Welcome to the websites and online services of Insight TechCo LLC, its subsidiaries, parent, and affiliated companies (collectively, “the Company”). Set out below are the general terms and conditions applicable for use of this website, our apps and/or other online platforms or services (“Terms and Conditions”). By using this website, our apps, or other online platforms or services (“Online Services”) as set forth below you agree to be bound by these Terms and Conditions. If you do not agree with these Terms and Conditions do not use the Online Services. The Company reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms and Conditions, at any time, without notice and without liability towards you. Be sure to check this page periodically for updates, as your continued use of the Online Services signifies your acceptance of any changed terms or conditions. The Company’s will not be held responsible or liable for the timeliness of or removal of information, failure to store information, inaccuracy of information or improper delivery of information.
GENERAL USE
The Company uses service providers, licensors/suppliers, and other third parties (“Suppliers”) to provide hosting, servicing, support, maintenance and facilitation the Online Services.
The logos, trademarks, designs or information contained in the Online Services is the property of the Company or the Company is a licensed user of such information and your reproduction, duplication, or otherwise exploitive use for any commercial purpose without the express without consent of the Company is prohibited.
Your use of the Online Services does not create, and nothing contained in the Online Services shall be construed as creating or conferring to you, by implication, estoppel, or otherwise, a license or any other rights in trademarks, service marks, copyrights or other intellectual property rights or any other rights of the Company, it Suppliers, or any third party.
The Online Services, unless specifically otherwise identified, do not create a business or professional services relationship between you and the Company and/or its Suppliers.
You may not use the Online Services for any purpose that is unlawful or prohibited by these Terms and Conditions or by law, or that causes damage to the Company on or through the Online Services. You promise that none of your communications with or through the Online Services will violate any applicable local, state, national, international, or other law.
You further promise that none of your communications with or through the Online Services, including without limitation any usernames or passwords you establish, will infringe upon the rights of any third party or contain defamatory, libelous, abusive or obscene material.
You agree not to affect/interrupt or to attempt to affect/interrupt the operation of the Online Services in any manner.
You may use information about the Company’s products and services that are purposely made available by the Company for downloading from the Online Services, provided that you (1) do not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose, (3) do not copy or post such information on any networked computer or broadcast it in any media, (4) do not make any modifications to any such information, and (5) not make any additional representations or warranties relating to such documents.
LINKS TO OTHER SITES
The Online Services may provide links to co-branded, third-party supplier sites, in addition to other websites not operated by the Company. Such links do not imply, nor should you infer, association, sponsorship, affiliation, or endorsement of material on any other site, and the Company assumes no responsibility for such third-party websites, including, but not limited to any content contained on such websites. Any creation by you of hyperlinks to the Online Services is not allowed without the express written consent of the Company.
PRIVACY POLICY
Personally identifiable information will be collected and used by the Company consistent with our Privacy Policy, which is incorporated herein for all purposes. You can see our Privacy Policy at [LINK TO PRIVACY POLICY].
SUBMISSIONS
The Company welcomes your comments regarding our products and services. However, we cannot accept or consider ideas, suggestions, proposals, or materials. This policy is intended to help the Company avoid future misunderstandings when new products, services, and features developed internally by the Company that might be similar or even identical to your idea.
If you send us an unsolicited suggestion, idea, proposal or other material (“Submission”), you will be agreeing and warranting, and the Company will consider the Submission to be, non-confidential and nonproprietary and that the Company may use such Submission or not, as it chooses in its sole discretion. The Company shall have no obligations to you concerning the Submission, contractual or otherwise (including, but not limited to, an obligation to keep the Submission confidential), and shall not be liable for any use or disclosure of any Submission. Further, you understand and agree that the Submission becomes the sole property of the Company. By submitting the Submission, you also understand and agree that the Company shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you.
LIMITATION OF LIABILITY/INDEMNITY
Except where prohibited by law, in no event shall The Company be liable to you for any incidental, indirect, special, punitive, exemplary and/or consequential damages (including without limitation loss of profit, revenue or use) arising out of or in any way connected with the Online Services. Unless prohibited by law, in no event shall the aggregate liability of the Company or any Supplier or Supplier website accessible from or through the Online Services, and/or their contents, or any of their officers, directors, employees or insureds to you or any third party for damages, losses, and causes of action exceed the amount paid by you, if any, for accessing the Online Services or $100, whichever is less.
You agree to indemnify and hold harmless The Company, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, from any demands, loss, liability, claims and/or expenses (including attorneys’ fees), made against the Company by any third party due to or arising out of or in connection with your use of the Online Services.
DISCLAIMER
THE ONLINE SERVICES, AND ALL THEIR CONTENTS, AND EACH SUPPLIER WEBSITE ACCESSIBLE FROM OR THROUGH THE ONLINE SERVICES, ARE PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY AND ITS SUPPLIERS, ANY SUPPLIER WEBSITE ACCESSIBLE FROM OR THROUGH THE ONLINE SERVICES AND/OR THEIR CONTENTS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND INSUREDS (COLLECTIVELY, “THE COMPANY PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, DATA ACCURACY, SYSTEMS INTEGRATION, INFORMATION PROTECTECTION, OR QUIET ENJOYMENT. THE COMPANY PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE FEATURES OF OR INFORMATION AVAILABLE ON THE ONLINE SERVICES IN TERMS OF THEIR TIMELINESS, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE ACCURATE AND TIMELY INFORMATION ON THE ONLINE SERVICES, YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED IS ALWAYS UP TO DATE OR THAT THE ONLINE SERVICES CONTAIN ALL THE RELEVANT INFORMATION AVAILABLE ABOUT THE COMPANY OR ANY OF ITS PRODUCTS OR SERVICES. THE COMPANY UNDERTAKES NO OBLIGATION TO VERIFY OR MAINTAIN THE CORRECTNESS, ACCURACY, RELIABILITY, OR CURRENCY OF SUCH INFORMATION.
GOVERNING LAW AND JURISDICTION
These Terms and Conditions and our Privacy Policy are governed and interpreted under the laws of the State of South Carolina, United States of America. By using the Online Services you irrevocably consent to the jurisdiction of the courts and arbitration located in Greenville County, South Carolina, to the exclusion of all others, for any action arising from these Terms and Conditions or The Company’s Privacy Policy. Furthermore, you agree to waive any right to contest venue or jurisdiction in Greenville County, South Carolina. You agree that any cause of action or claim you may have with respect to these Terms and Conditions, the Privacy Policy, the Company’ Online Services must be commenced within one (1) year (or any shorter period of time identified in any applicable statute of limitation) from the date of the accrual of the cause of action, and that actions brought after this date will be barred.
USE OUTSIDE OF THE UNITED STATES/VOID WHERE PROHIBITED
The Online Services are operated by or for the Company and are not intended for use or users outside of the United States. Access to the Online Services from territories where the content of the Online Services may be illegal is prohibited. If you access the Online Services from outside the United States, be advised the Online Services may contain references to products and services that are not available or are prohibited in your country.
Those who choose to access the Online Services from outside of the United States do so based on their own initiative and are responsible for compliance with applicable local laws, about which the Company makes no warranties or assumptions. Any offer for any feature, product or service on the Online Services is void where prohibited.
ARBITRATION AND CLASS ACTION WAIVER
Any controversy or claim arising out of or relating to these Terms and Conditions, the Online Services and/or the Company’s Privacy Policy (including any claimed breach or breaches thereof) shall be settled by mandatory arbitration in accordance with the laws of the Federal Arbitration Act before a single arbitrator. If you and the Company cannot agree on the appointment of an arbitrator, then such arbitrator shall be appointed by the American Arbitration Association. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Other than the initial filing fees to be paid by the person or entity bringing the Arbitration, the costs of the arbitration shall be split 50/50; provided, however, that the arbitrator has no ability to award attorneys’ fees or costs incurred on any party’s behalf in connection with any arbitration proceeding. The Arbitrator is limited to deciding matters as they exist between you and the Company only. The arbitration shall take place in Greenville County, South Carolina. The Arbitrator shall follow South Carolina law, as may apply to a particular claim. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR THE COMPANY MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST EACH OTHER OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A PLAINTIFF, REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
Only a court, and not an arbitrator, shall determine the validity and effect of this Class Action Waiver. If the Class Action Waiver is deemed to be unenforceable, you and Company agree that this Agreement is otherwise silent as to any party’s ability to bring a class, collective or representative action in arbitration. The Arbitrator may not consider and has no authority to consider any claims alleged as class or collective actions or as a representative matter.
As noted, the Arbitrator’s authority to resolve and make written awards is limited to claims between you and the Company only. Claims of different individuals or entities may not be joined or consolidated in any arbitration between you and the Company, and the Arbitrator has no authority whatsoever over such other claims, unless agreed to in writing by you and the Company. Nonetheless, no arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
MISCELLANEOUS
If any portion of these Terms and Conditions is deemed unlawful, void or unenforceable, then that part shall be deemed severable and shall be construed in accordance with applicable law. Such a term will not affect the validity and enforceability of any remaining provisions.
The failure of the Company to act with respect to a breach of these Terms and Conditions and/or Privacy Policy by you or others does not constitute a waiver and shall not limit any party’s rights with respect to such breach or any subsequent breaches.
These Terms and Conditions and policies referenced herein constitute the entire agreement between you and the Company. No modification or waiver by the Company of any provisions herein shall be deemed to have been made unless made in writing and signed by an authorized Company representative.
NOTICES
To request consent or any other notice related to the Online Services, please email:
SUBSCRIPTION SERVICES AGREEMENT
THIS AGREEMENT is made effective on the date signed below, between Insight TechCo, LLC, a South Carolina limited liability company, and its affiliates, (“Provider”), and you (“Customer”), (collectively, “Parties”). The Parties agree to the following:
1. Definitions. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
1.1 “Access Protocols” means the passwords, access codes, connectivity standards or protocols, or other relevant procedures, to enable Customer or any Authorized Users to access Subscription Services.
1.2 “Affiliate” means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party. For purposes of this provision, control means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity.
1.3 “Authorized User” means each of Customer’s and its Affiliate’s employees and agents who are authorized by Customer to access and use Subscription Services pursuant to this Agreement.
1.4 “Customer Content” means the (i) content and information provided or submitted by, or on behalf of, Customer or its Authorized Users for use with the Services; and (ii) any reports generated by Customer’s use of Subscription Services.
1.5 “Documentation” means the technical materials provided by Provider to Customer electronically or in human readable form describing the use and operation of Subscription Services.
1.6 “Error” means a reproducible failure of Subscription Services to substantially conform to the Documentation.
1.7 “Error Corrections” means bug fixes or workarounds intended to correct Errors in Subscription Services.
1.8 “Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
1.9 “Subscription Services” means the Provider software-as-a-service application (“Pipeline”) more specifically described in Section 2 herein.
1.10 “Services” means, collectively, the Subscription Services and the Support Services.
1.11 “Support Services” means the support services described herein.
1.12 “Term” has the meaning assigned in Section 11 below.
2. Provision of Services And fees.
2.1 Subscription Services. Provider shall provide Customer access to Pipeline, which provides integrated compliance, mobile onboarding, and automated vendor ordering for last mile delivery operations.
2.2 Access. As soon as reasonably practicable after the Effective Date, Provider will provide to Customer the Access Protocols to enable Customer and its Authorized Users to access and use the Subscription Services in accordance with this Agreement and the Documentation. Customer will (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and (ii) notify Provider promptly of any such unauthorized use known to Customer. Customer is responsible for disabling the accounts of any Authorized User who no longer needs access to the Subscription Services.
2.3 Support Services. During the Term, Provider will (a) provide the following Support Services, and (b) keep the Subscription Services operational and available to Customer, in each case in accordance with Provider’s then current standard policies and procedures.
(a) Provider shall provide first-level support to Customer and its Authorized Users by maintaining a regularly monitored email inbox: Support@pipelineapproved.com.
(b) Provider shall make available to Customer and its Authorized Users at no additional cost, any and all Updates and Upgrades to the Subscription Services as Provider shall develop or release generally to its then current Customers. “Updates” include Error corrections and enhancements to current features or functionality. “Upgrades” include significant new features or functionality to the Services.
2.4 Hosting. Provider will, at its own expense, provide for the hosting of Subscription Services, provided that nothing herein will be construed to require Provider to provide, or bear any responsibility with respect to, any telecommunications or computer network hardware required by Customer or any Authorized User to access Subscription Services from the Internet.
3. Intellectual Property.
3.1 Rights Grant. Provider hereby grants to Customer a non-exclusive, non-transferable right during the Term: (a) to access and use the Subscription Services in accordance with the Documentation solely for Customer’s internal business purposes and subject to the limitations (if any) set forth in Exhibit A; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Subscription Services. Customer may permit any Authorized Users to access and use Subscription Services as contemplated by the Agreement so long as such access and use is for the benefit of Customer and its affiliates.
3.2 Restrictions. Customer will not, and will not permit any Authorized User to, (a) allow any third party to access the Subscription Services or Documentation except as expressly allowed in this Agreement; (b) modify, adapt, alter, copy, create derivative works of or translate Subscription Services or Documentation, or any component thereof; (c) sublicense, lease, sell, resell, rent, loan, distribute, or otherwise transfer its rights use Subscription Services or Documentation; (d) reverse engineer, decompile, disassemble, or otherwise derive the source code (or the underlying ideas, algorithms, structure or organization) of Subscription Services, except as permitted by law; (e) interfere in any manner with the operation of Subscription Services or the hardware and network used to operate Subscription Services; (f) access or use Subscription Services to build a similar or competitive product or service; or (g) attempt to access Subscription Services through any unapproved interface. Customer will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Provider or its suppliers in Subscription Services or Documentation or any copies thereof.
3.3 Ownership. Subscription Services and Documentation, and all Intellectual Property Rights in and to each of the foregoing, are the exclusive property of Provider and its suppliers. All rights in and to Subscription Services and Documentation not expressly granted to Customer in this Agreement are reserved by Provider and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding Subscription Services, Documentation, or any part thereof.
3.4 Feedback. Customer hereby grants to Provider a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer and/or its Authorized Users, relating to the Services. Provider will not identify Customer as the source of any such feedback.
4. Customer Content and Responsibilities.
4.1 License; Ownership. Customer is solely responsible for the accuracy, quality and legality of Customer Content. Customer will obtain any and all required third party licenses, consents and permissions needed for Provider to use the Customer Content in order to provide the Services. Customer grants Provider a non-exclusive, worldwide, royalty-free and fully paid license during the Term to (a) use the Customer Content as necessary for purposes of providing and improving the Services, (b) use the Customer trademarks, service marks, and logos as required to provide the Services, and (c) use the Customer Content in an aggregated and anonymized form to: (i) improve the Services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Services, provided, however, that no Customer-only statistics will be disclosed to third parties without Customer’s consent. As between Provider and Customer, the Customer Content, and all worldwide Intellectual Property Rights in and to the Customer Content, is and will remain the exclusive property of Customer. All rights in and to the Customer Content not expressly granted to Provider in the Agreement are reserved by Customer.
4.2 Customer Warranty. Customer represents and warrants that no Customer Content will (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Provider’s system or data; and (e) otherwise violate the rights of a third party. Customer agrees that any use of Subscription Services contrary to or in violation of the representations and warranties of Customer in this Section 5.2 (Customer Warranty) constitutes unauthorized and improper use of Subscription Services.
4.3 Customer Responsibility for Data and Security. Customer and its Authorized Users will have access to the Customer Content and will be responsible for all changes to and/or deletions of Customer Content and the security of all passwords and other Access Protocols required in order the access Subscription Services. Customer will have the ability to export Customer Content out of Subscription Services and initiate an export of any backups of any Customer Content maintained by Subscription Services.
5. Fees and payments.
5.1 Fees and Credit Card Payment Authorization Contractor Customer agrees and authorizes regularly scheduled charges to his/her credit card provided in Pipeline. Charges shall be made on the 15th of each month. The amount of the charges shall be based on the number of compliant delivery team employees/independent contractors of Contractor Customer being maintained in Pipeline. The fee is $5.00 per compliance delivery team employee/independent contractor per month. NO REFUNDS WILL BE ISSUED. NO MONTHS WILL BE PRORATED. Contractor Customer may update his employee/independent contractor list at any time through Pipeline. The list must be updated at least 24 hours prior to the 15th of the month to avoid being charged for inactive employees/independent contractors. Contractor Customer is responsible for providing current credit card information to avoid a $25 penalty for expired or otherwise inaccurate credit card information. Contractor Customer will receive an emailed receipt for each charge. Customers with the designation of Driver or Helper will be charged $0.00 per month. In the event that a Driver or Helper Customer changes his/her Customer status to Contractor, the above-described fees and terms shall apply.
5.2 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges based on the provision of the Services, and Customer will be responsible for payment of all such taxes (other than taxes based on Provider’s income) and any related penalties and interest.
6. Warranties and Disclaimers.
6.1 Limited Warranty. Provider warrants that:
(a) Subscription Services, when used in accordance with this Agreement, will operate substantially as described in the Documentation. Provider will, at its own expense and as its sole obligation and Customer’s exclusive remedy for any breach of this warranty, provide the Support Services; and
(b) It will provide the Support Services in a workmanlike and professional manner in accordance with this Agreement.
6.2 Disclaimer. THE LIMITED WARRANTIES SET FORTH IN SECTION 6.1 (LIMITED WARRANTY) ARE MADE FOR THE BENEFIT OF Customer ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6 (WARRANTIES AND DISCLAIMERS), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE Services AND Documentation ARE PROVIDED “AS IS,” AND LICENSOR MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
7. Limitation of Liability
7.1 Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
7.2 Amount of Damages. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY Customer TO LICENSOR DURING THE twelve (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL Provider’S SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
7.3 Exceptions. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR THEIR RESPECTIVE INDEMNIFICATION OBLIGATIONS OR THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY.
7.4 Basis of the Bargain. The parties agree that the limitations of liability set forth in this Section 7 (Limitation of Liability) will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy. The parties acknowledge that the prices have been set and this Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
8. Confidentiality.
8.1 Confidential Information. “Confidential Information” means any nonpublic information of a party (the “Disclosing Party”), whether disclosed orally or in written or digital media, that is identified as “confidential” or with a similar legend at the time of such disclosure or that the receiving party (the “Receiving Party”) knows or should have known is the confidential or proprietary information of the Disclosing Party. The Services, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Provider.
8.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under the Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to those employees who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Provider). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination or expiration of the Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under the Agreement, and the Receiving Party will, upon request, certify to the Disclosing Party its compliance with this sentence.
8.3 Exceptions. The confidentiality obligations set forth in Section 8.2 (Protection of Confidential Information) will not apply to any information that (a) is at the time of disclosure or becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure free of any confidentiality duties or obligations; or (d) the Receiving Party can demonstrate, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under the Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent legally permissible) the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.
9. Indemnification.
9.1 By Provider. Provider will defend at its expense any suit brought against Customer, and will pay any settlement Provider makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that Subscription Services infringes such third party’s patents, copyrights or trade secret rights under applicable laws. If any portion of Subscription Services becomes, or in Provider’s opinion is likely to become, the subject of a claim of infringement, Provider may, at Provider’s option: (a) procure for Customer the right to continue using Subscription Services; (b) replace Subscription Services with non-infringing software or services which do not materially impair the functionality of Subscription Services; (c) modify Subscription Services so that it becomes non-infringing; or (d) terminate this Agreement, and upon such termination, Customer will immediately cease all use of Subscription Services and Documentation. Notwithstanding the foregoing, Provider will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of Subscription Services not in accordance with this Agreement; (ii) any use of Subscription Services in combination with other products, equipment, software or data not supplied by Provider; or (iii) any modification of Subscription Services by any person other than Provider or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Customer and the entire liability of Provider, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
9.2 By Customer. Customer will defend at its expense any suit brought against Provider, and will pay any settlement Customer makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim arising out of or relating to (a) an Exclusion, or (b) Customer’s breach or alleged breach of Section 5.2 (Customer Warranty). This section states the sole and exclusive remedy of Provider and the entire liability of Customer, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for the claims and actions described herein.
9.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
10. Term And Termination; suspension.
10.1 Term. This term of this Agreement (the “Term”) will begin on the Effective Date and continue in full force and effect until Customer deactivates his/her account within Pipeline.
10.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
10.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 8 (Confidentiality); and (c) any amounts owed to Provider under the Agreement will become immediately due and payable. Sections 1 (Definitions), 3.2 (Restrictions), 3.3 (Ownership), 5 (Fees and Expenses; Payments), 6.2 (Disclaimer), 7 (Limitation of Liability), 8 (Confidentiality), 9 (Indemnification), 10.2 (Termination for Breach), 10.3 (Effect of Termination), and 11 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.
10.4 Suspension. Provider reserves the right (in addition to any other rights or remedies Provider may have) to suspend all Authorized Users’ and Customer’s access to the Services if (i) any Fees are more than thirty (30) days overdue; or (ii) Provider reasonably determines that any Authorized Users’ use of the Subscription Services is causing immediate and ongoing harm to Provider or Subscription Services or others. Provider will use reasonable efforts to notify Customer prior to any such suspension.
11. Miscellaneous.
11.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of South Carolina, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.
11.2 Export. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Provider, or any products utilizing such data, in violation of the United States export laws or regulations.
11.3 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
11.5 No Assignment. Customer will not assign or otherwise transfer this Agreement, or its rights and obligations herein, without Provider’s prior written consent, and any attempted assignment or transfer in violation of the foregoing will be null and void; provided, however, that Customer may assign this Agreement to an Affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of the Agreement will be binding upon the parties and their respective successors and permitted assigns.
11.6 Compliance with Law. Each party will comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its performance of the Agreement.
11.7 Publicity. Provider may use Customer’s name and logo during the Term in Provider’s marketing materials or communications (including, but not limited to, Provider’s website and in Provider’s marketing presentations) for the sole purpose of indicating Customer as a user of Subscription Services. Neither party will issue a press release announcing its relationship with the other party without the other party's prior approval, not to be unreasonably withheld or delayed. Subject to the terms and conditions of this Agreement, Customer hereby grants to Provider a non-exclusive and limited license to use and publicly display Customer’s logo as set forth in this Section.
11.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a breach of the Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, epidemic, pandemic or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
11.9 Independent Contractors. Customer’s relationship to Provider is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Provider.
11.10 Notices. All notices required or permitted under this Agreement must be delivered in writing to the other party via email (to Customer using his/her email address on file with Pipeline; to Provider via Support@pipelineapproved.com).
11.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
11.12 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to the Agreement, or any waiver of any rights under the Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and the Provider. If there is a conflict between this Agreement and the terms and conditions of an Exhibit, this Agreement governs. Unless otherwise specifically agreed to in writing, this Agreement prevails over any additional, conflicting or inconsistent terms and conditions appearing on any quotation, purchase order, acknowledgment, invoice or other form used by the parties in connection with the Agreement.