Welcome to inspectagram.io. These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Inspectagram Services”).
Inspectagram Inc. ("Inspectagram," the "Supplier", "we," "us," "our") is a software company that focuses on providing a customized software suite for use in home inspection and other inspection services to allow businesses to create efficiencies, while educating Users in the process.
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE INSPECTAGRAM SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE INSPECTAGRAM SERVICES.
Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Inspectagram Services to anyone who violates these Terms.
If you register for a free trial of the Inspectagram Services, the applicable provisions of these Terms will govern that free trial.
The original language of these Terms is English. Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.
The primary means for accessing and using the Inspectagram Services, subject to payment of a Fee designated in the selected Plan;
Inspection appointments, tasks, events and actions on a calendar that can be associated with an address, automotive VIN, a person or an organization;
Documents, files, material, data and information prepared and uploaded into the System by the Customer for use in the Inspectagram Services (including, but not limited to, the specific Users, persons, organizations, Customer’s services, Activities, templates, inspections, invoices, contracts and reports associated with the Customer);
Any data and information owned by Inspectagram that Inspectagram may make available, from time to time in its sole discretion, through Inspectagram Services or contained within the structure of the System, including but not limited to, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments;
Monthly or yearly subscription fee for using the activated Account (or a fee payable on some other recurring or nonrecurring period as may be agreed upon by the parties or as determined by Inspectagram from time to time at its sole discretion);
Temporary access for the purposes of trying out the Web Site and Inspectagram Services in accordance with any selected Plan without paying a Fee;
Additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Platform or otherwise made available on or through the Inspectagram Services;
The visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, data, and all other elements of the Inspectagram Services;
The Website, Mobile App, System, Content, Platform and all products, features, functions and software applications related to Inspectagram's services;
Software (including images, user interface and computer code) made available to be downloaded to mobile devices via either the Apple App Store or Google Play Store owned by Supplier.
Various criteria related to the use and functionality of the Inspectagram Services and on which the Fee is based;
The Inspectagram inspections, contacts, templates, billing, contracts and reporting management application;
Third party entity that (i) purchases Inspectagram Services from Supplier and resells such Inspectagram Services to Customers, (ii) bills such Customers directly and (iii) provides such Customers with customer service;
The integrated cloud computing solution for providing the Inspectagram Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
The compilation of all web documents (including images, php and html files) made available via inspectagram.ior its sub domains or domains with identical names under other top domains and owned by Supplier.
2. AUTHORITY TO ENTER INTO THESE TERMS WITH SUPPLIER
The use of the Inspectagram Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Customer, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.
The Terms are accepted as soon as one of the following occurs first:
1. the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or
2. for those Inspectagram Services and parts of the Web Site the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.
You may not, without Supplier’s prior written consent, access the Inspectagram Services (i) for production purposes (ii) if you are a competitor of Inspectagram, as determined by Inspectagram in its sole discretion, (iii) to monitor the availability, performance or functionality of the Inspectagram Services or (iv) for other benchmarking or competitive purposes.
Once accepted, these Terms remain effective until terminated as provided for herein.
3. MODIFICATIONS TO TERMS
Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time and from time to time without prior notice, at Inspectagram's sole discretion, by posting such changes on or through the Platform or the Inspectagram Services. Please check these Terms periodically for changes. Your continued use of the Inspectagram Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Inspectagram Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.
4. OUR RESPONSIBILITIES
4.1. Provision of Inspectagram Services
Supplier will (a) make the Inspectagram Services, Content and Customer Data available to a Customer pursuant to these Terms, (b) provide applicable standard support for the Inspectagram Services to Customer at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Inspectagram Services available 24 hours a day, 7 days a week, except for:
(i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.
4.2. Protection of Customer Data
Supplier will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by Supplier personnel except (a) to provide the Inspectagram Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.5 (Compelled Disclosure) below, or (c) as a Customer or User expressly permit in writing.
Inspectagram may use certain information technology and data processing services of third parties with respect to Customer Data. Inspectagram Services may be performed using equipment or facilities located throughout the world and you acknowledge that Customer Data may be collected, used, processed, stored or disclosed outside of Canada.
Inspectagram’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Inspectagram customers when using the Inspectagram Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).
By agreeing to these Terms, the Customer grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Inspectagram Services. The Supplier will inform the Customer of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in Section 3 of these Terms.
5. USING THE INSPECTAGRAM SERVICES
5.1 Establishing an Account
Certain features, functions, parts or elements of the Inspectagram Services can be used or accessed only by holders of Account. A Customer who wishes to create an Account must:
1. complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the Inspectagram Services is purchased from a Reseller; and
2. accept these Terms by clicking “Sign up” or other similar button.
Each Customer may have only one Account. If several persons need to use an Account on behalf of Customer, Customer may authorize and designate such persons within the Inspectagram Services as a user ("User"). Each such User shall be subject to the restrictions set forth in these Terms.
If Customer has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Customer when using the Account. Supplier is not responsible for and shall have no liability for verifying that any one User is validly authorized by the Customer to use the Inspectagram Services. However, Supplier may, in its discretion, request additional information or proof of any User's credentials. If Supplier is not satisfied, as determined in its sole discretion, that a User is not a properly authorized by the Customer as a User, Inspectagram may prevent such User from accessing the Inspectagram Services.
A User may be associated with multiple Customers and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.The Customer and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Customer, Users or Account and keep it up to date.
5.2 Logging Into an Account
Supplier shall provide Customer with a username and password (“Login Credentials”) to be used to log in to its Account. These Login Credentials must not be used by multiple persons. If Customer has designated several Users, each User will be provided with separate Login Credentials. Customer and each User are responsible for keeping confidential all login credentials associated with an Account. Customer must promptly notify Supplier:
1. of any disclosure, loss or unauthorized use of any Login Credentials;
2. of any termination of a User’s right for any reason.
5.3 Termination of Account
Customer may terminate these Terms at any time as provided in Section 17.Supplier shall permanently delete the Account within six months of the effective date of the termination.
The use of an Account is subject to a Fee. Upon sign-up for an Account, the Customer must select a Plan. Different Fees may apply to different Plans (please click [here] for a list of our current Plan offerings and list of features and functionalities). The applicable Fee will be charged according to the payment details provided by the Customer. There will be no refunds or credits for periods where the Customer did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval except as permitted by us or permitted by applicable law. If, after signing up, Customer elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Customer is solely responsible for the payment of such taxes, levies or duties.
Failure to pay the Fee for any reason may result in the suspension of your and any authorized User's Accounts and access to the Inspectagram Services unless and until the Fee is paid.
5.5 Changing Plans
Any Customer may upgrade or downgrade a current Plan at any time by selecting a new Plan among the collection of Plans determined by the Supplier. In such an event, the Customer’s credit card on file with the Supplier will automatically be charged with a Fee for the next payment interval with the rate stipulated in the new Plan.Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Customer Data.
5.6 Free Trial
A new Customer may be entitled to a Free Trial, unless the Customer has applied for the Account as a result of an ongoing marketing campaign organized by the Supplier in cooperation with its partners. The Customer is required to provide credit card information during the period of the Free Trial. After the period of the Free Trial has expired, the Account will be fully activated and the Customer’s credit card will be automatically charged the first Fee for the next applicable billing cycle according to the payment details you provided us. If the Customer does not pay the first Fee within 2 weeks as of the expiry of the Free Trial, Supplier has the right to suspend or permanently delete the Account, including all Customer Data therein.
In addition to the current collection of Plans, Supplier may offer special discounts and motivation schemes (for example finder’s fees, etc.).
Inspectagram reserves the right to terminate any offer for a Free Trial at any time at its sole discretion.
The following provisions are applicable only if you purchase access to the Inspectagram Services directly from Supplier. If you purchase access to the Inspectagram Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.
6.1 Payment Card Authorization
Supplier will seek pre-authorization of Customer’s payment card account prior to your purchase of Inspectagram Services in order to verify that the card is valid and has the necessary funds or credit available to cover your purchase. You authorize such payment card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such card account. You agree to provide Supplier updated information regarding your payment card account upon Supplier’s request and any time the information earlier provided is no longer valid.
6.2 Direct Debit Payments
In some markets Supplier may, if Customer elects, request that Customer complete a direct debit mandate to enable direct debit payments. In such cases Supplier shall comply with all applicable national rules and regulations related to direct debit payments.
6.3 Electronic Invoice
If Supplier has not sought pre-authorization of your payment card, then before the end of each payment interval, Customer will be issued an electronic invoice for payment of the Fee of the next payment interval. Customer must pay the invoice by the due date indicated on the invoice.
6.4 Overage Charges
Upon delay with any payments, Supplier may require the Customer to pay interest on the delay (penalty for late payment) for the period as of the time the payment obligation falls due until conforming performance is rendered. The interest rate of penalty for late payment due shall be 1% per month; provided, however, if any interest paid to Inspectagram is determined to be in excess of the then legal maximum rate, then that portion of each interest payment representing an amount in excess of the then legal maximum rate shall be deemed a payment of amounts owing under Section 6.2. Upon calculation of the penalty for late payment, one year shall be deemed to contain 365 calendar days.
7. CUSTOMER DATA
7.1 Uploading Customer Data to Platform
If the Customer uploads Customer Data to the Platform, such Customer Data and any processing of such Customer Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Customer Data belong to the Customer or third persons (including Users and other persons) whether posted and/or uploaded by you or made available on or through the Inspectagram Services by Supplier. By uploading Customer Data to the Platform, Customer authorizes Supplier to process the Customer Data. The Customer is solely responsible for its own Customer Data and the consequences of posting or publishing them on or through the Inspectagram Services. In connection with Customer Data, Customer affirms, represents, and warrants that:
1. the Customer and any of the Users associated with the Account shall not create, transmit, display or make otherwise available any Customer Data that violates the terms of these Terms and the rights of Supplier, other Customers or Users or third parties or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
2. the Customer owns its Customer Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Supplier to display or otherwise use the Customer Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Customer Data in a manner consistent with the intended features of the Inspectagram Services and these Terms, and
3. Customer Data or Inspectagram’s use of such Customer Data pursuant to these Terms do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Inspectagram Services Customer has chosen to be performed by Inspectagram or for the exercise of any rights granted in these Terms, unless Customer and Inspectagram otherwise agree.
In no event shall Inspectagram be responsible for any losses or claims directly or indirectly arising out of the Customer's use of the Customer Data in connection with the Inspectagram Services.
7.2 Use of Customer Data
Supplier may use Customer Data in an aggregated or anonymized format for research, development, educational and other similar purposes. Supplier may not otherwise use or display Customer Data without Customer’s written consent. Unless specifically permitted by you, your use of the Inspectagram Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the Customer Data created by you or stored in your Account for Supplier's commercial, marketing or any similar purpose. Customer expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Inspectagram Services by Customer and its Users for the purposes of optimizing, improving or enhancing the way the Inspectagram Services operate, and to create new features and functionality in connection with the Inspectagram Services in the sole discretion of Supplier.
7.3 No Guarantee of Accuracy
Supplier does not guarantee any accuracy with respect to any information contained in any Customer Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Inspectagram Services. You understand that all information contained in Customer Data is the sole responsibility of the person from whom such Customer Data originated. This means that Customer, and not Supplier, is entirely responsible for all Customer Data that is uploaded, posted, transmitted, or otherwise made available through the Inspectagram Services, as well as for any actions taken by the Supplier's or other Customers or Users as a result of such Customer Data.
7.4 Unlawful Customer Data
Supplier is not obliged to pre-screen, monitor or filter any Customer Data or acts of its processing by the Customer in order to discover any unlawful nature therein. However, if such unlawful Customer Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Customer Data violates applicable laws, rules or regulations, these Terms or the rights of third parties, Inspectagram has the right to:notify the Customer of such unlawful Customer Data;deny its publication on the Website or its insertion to the System;demand that the Customer bring the unlawful Customer Data into compliance with these Terms and applicable law;temporarily or permanently remove the unlawful Customer Data from the Website or Account, restrict access to it or delete it.If Supplier is presented convincing evidence that the Customer Data is not unlawful, Supplier may, at its sole discretion, restore such Customer Data, which was removed from the Web Site or Account or access to which was restricted.In addition, in the event Supplier believes in its sole discretion Customer Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Customer Data at any time with or without notice.
7.5 Compelled Disclosure
Supplier may disclose a Customer’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Customer with prior notice of the compelled disclosure (to the extent legally permitted) and Customer shall provide reasonable assistance, at its cost, if Customer wishes to contest the disclosure. If Supplier is compelled by law to disclose Customer’s confidential information as part of a civil proceeding to which Supplier is a party, and Customer is not contesting the disclosure, Customer will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.
8.1 Use of the Inspectagram ServicesSubject to these Terms, and the payment of the applicable service Fee, Supplier grants Customer and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Inspectagram Services solely to:collect, store and organize Customer Data, such as add and schedule new inspections, create inspection templates, add additional Users, generate inspection reports based on inspection data, generate invoices and contracts for inspection services, and assign Activities to a particular User;modify and delete Customer Data;customize the standard features of the Inspectagram Services; andreceive reasonable help and guidance and from Supplier regarding the use of the Inspectagram Services as provided in this Section 8.
8.2 Technical Support
Supplier shall provide reasonable technical support to Customer and its authorized Users at the reasonable request of the Customer. Supplier shall respond to inquiries of support from a Customer utilizing the contacts set forth below as soon as reasonably possible. Responding to enquiries of Customers and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all.The contacts for all inquiries of support are: e-mail: email@example.com. Notwithstanding the foregoing, if you purchased access to the Inspectagram Services from a Reseller, then first-line technical support will be provided by the Reseller and not by the Supplier.
8.3 Modifications to Service
Supplier reserves the right to modify the Inspectagram Services or any part or element thereof from time to time without prior notice, including, without limitation:rebranding the Inspectagram Services at its sole discretion;ceasing providing or discontinuing the development of any particular Inspectagram Service or part or element of the Platform temporarily or permanently;taking such action as is necessary to preserve Supplier’s rights upon any use of the Inspectagram Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.As applicable, Customer may be notified of such modifications when logging in to the Account. Modifications, including change in applicable rates for the Inspectagram Services, will become effective thirty (30) days before the effective date of such modification.If the Customer does not accept the modification, the Customer shall notify Supplier or Reseller (if Customer purchased access to the Inspectagram Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Customer’s continued use of the Inspectagram Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Customer or to any third person for any modification, suspension or discontinuance of the Inspectagram Services, or any part or element thereof.
9. DATA PROCESSING CONTRACT
These Terms constitute the data processing contract between the Customer as the data controller and the Supplier as the data processor. The Customer hereby instructs the Supplier to process the data as described in these Terms.
9.1 Subject matter and nature of processing
The Supplier provides the Platform where the Customer, as the data controller, can collect, store and organize Customer Data.The Platform has been designed to work as an inspection and CRM tool but, to the extent not regulated by these Terms, the Customer decides how they use the Platform.
The Supplier will process data on behalf of the Customer until the termination of the Inspectagram Services in accordance with these Terms. Upon termination, Supplier will store Customer Data for a period of six months, should the Customer wish to reopen the Account to resume the use of the Inspectagram Services, unless instructed otherwise by the Customer. After that, the contents of the Account may be recoverable from Supplier’s backups for another three months. The Supplier shall delete or return all Customer Data to the Customer after the end of the provision of services relating to processing, and shall delete existing copies.
9.3 Parties’ rights and obligations
The Customer’s rights and obligations regarding Customer Data are provided in sections 4 through 11 of these Terms. The Supplier ensures that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
10.1 Prohibited Activities
Customer and its authorized Users may use the Inspectagram Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Customer nor any User may:use the Inspectagram Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Inspectagram Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights; oruse the Inspectagram Services or any part or element thereof unless it has agreed to these Terms.
10.2 Certain Uses Require Supplier Consent
The Customer or any User may not, without Supplier’s prior express written consent:sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Inspectagram Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Customer; use the Inspectagram Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created; or use the Inspectagram Services or any part or element thereof by means of programs that send them automatic inquiries or requests, unless such program has been made available by Supplier.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 Inspectagram’s Intellectual Property Rights in the Inspectagram Services
The Inspectagram Services, Inspectagram Materials, Inspectagram trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third party vendors and hosting partners. Inspectagram Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates and licensors retains all right, title and interest in such Inspectagram Services, Inspectagram Materials, Inspectagram trade names and trademarks, and any parts or elements. Your use of the Inspectagram Services and Inspectagram Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Inspectagram Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Inspectagram Services, Inspectagram Materials and Inspectagram trade names and trademarks not expressly granted in the Terms.
12.2 Content Owned by Inspectagram
Subject to these Terms and the payment of the applicable service Fee, Supplier grants Customer and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content. You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Inspectagram Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Inspectagram Services or as otherwise permitted by applicable law.
If Customer or a User provides Supplier with any comments, bug reports, feedback, or modifications for the Inspectagram Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Inspectagram Services.Customer or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose. Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Website if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
13. THIRD-PARTY SITES, PRODUCTS AND SERVICES
The Inspectagram Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Customers. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.Any content referred to as community provided is provided by third parties and not developed or maintained by Inspectagram. By using any community marked code or libraries in your software development, you acknowledge and agree that Inspectagram is not in any way responsible for the performance or damages caused by such community provided code or library.
14. DISCLAIMERS; NO WARRANTY
UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE INSPECTAGRAM SERVICES, INSPECTAGRAM MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE INSPECTAGRAM SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE INSPECTAGRAM SERVICES AND ANY CONTENT, CUSTOMER DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE INSPECTAGRAM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE INSPECTAGRAM SERVICES AND ANY CONTENT, CUSTOMER DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE INSPECTAGRAM SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE INSPECTAGRAM SERVICES, INSPECTAGRAM MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.SUPPLIER IS NOT AN INSPECTOR AND IS NOT RESPONSIBLE IN ANY WAY FOR THE PROVISION OF INSPECTION SERVICES OFFERED BY CUSTOMER OR ANY USERS. CUSTOMERS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF INSPECTAGRAM. INSPECTAGRAM DOES NOT EMPLOY INDIVIDUALS TO PERFORM INSPECTION SERVICES. USERS HEREBY ACKNOWLEDGE THAT INSPECTAGRAM DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR CUSTOMER'S PERSONAL WORK OR INSPECTIONS, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE WORK PERFORMED AND INSPECTIONS IN ANY MANNER, INCLUDING BUT NOT LIMITED TO A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OR CONDITION OF QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW DISCLAIMERS OF WARRANTIES SO SOME OF THE FOLLOWING DISCLAIMERS MAY NOT APPLY TO THE EXTENT SUCH JURISDICTIONS' LAW IS APPLICABLE TO THIS AGREEMENT. IN ANY SUCH CASE, OUR WARRANTIES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS SUPPLIER AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, FROM ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES, INCLUDING ATTORNEY’S FEES, ARISING OUT OF YOUR USE OR MISUSE OF THE INSPECTAGRAM SERVICES, INSPECTAGRAM MATERIALS, REPRESENTATIONS MADE TO THE SUPPLIER, ITS AFFILIATES AND/OR THIRD PARTIES, VIOLATION OF THESE TERMS, VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY, OR ANY BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS. SUPPLIER RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY SUPPLIER, AND YOU AGREE TO COOPERATE WITH SUCH DEFENSE OF THESE CLAIMS.
16. LIMITATION OF LIABILITY
16.1 No Liability
To the fullest extent permitted by law, Supplier and its affiliates, and their respective directors, officers, employees and agents shall not be liable to the Customer or User for any consequences resulting from:any modifications in these Terms, calculation and rates of Fees, the Inspectagram Services, Inspectagram Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Inspectagram Services or Inspectagram Material;deletion of, corruption of, or failure to store any Customer Data;use of Customer Data by the Customer or any of the Users associated with the Account;upgrading or downgrading the current Plan;any disclosure, loss or unauthorized use of the Login Credentials of Customer or any authorized User due to Customer’s failure to keep them confidential;the Customer’s use of the Account or the Inspectagram Services by means of browsers other than those accepted or supported by the Supplier;the application of any remedies against the Customer or authorized Users by the Supplier, for example if the Customer or User has committed a crime or conducted a breach of applicable law by using the Inspectagram Services or any part or element thereof;the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Inspectagram Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.In addition, Supplier and its affiliates, and their respective directors, officers, employees and agents shall not be liable to the Customer for any claim by any User, person, Organization or third persons against the Customer arising out of the Customer’s failure to:provide Supplier with accurate information about the Customer, Users or Account;notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Customer;provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier’s negligence, breach of these Terms or otherwise);ensure the lawfulness of the Customer Data;obtain the necessary rights to use the Customer Data; orabide by any of the restrictions described in these Terms.
16.2 Limitation of Liability
NOTWITHSTANDING ANYTHING HEREIN, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INSPECTAGRAM AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF EITHER $10 OR THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE INSPECTAGRAM SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.
16.3 Exclusion of Consequential and Related Damages
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
16.4 Applicability of this Section
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW EXCLUSIONS OR LIMITATIONS ON CERTAIN DAMAGES, SO SOME OF THE LIABILITY LIMITATIONS AND EXCLUSIONS IN THIS SECTION 16 MAY NOT APPLY TO THE EXTENT SUCH JURISDICTIONS' LAW IS APPLICABLE TO THIS AGREEMENT. IN ANY SUCH CASE, OUR LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
17. TERMINATION OF THESE TERMS
17.1 For Convenience
These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:by the Customer any time by clicking the account cancellation link on the Website or within the Mobile App, when logged in to the Account, or if the Customer is paying for the Service with a PayPal account, by revoking the billing agreement on its PayPal profile; or if the customer is paying for the Service via a Reseller, by means agreed upon between the Customer and the Reseller;by Supplier upon decision to end provision of the Inspectagram Services and close the Platform; orimmediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.
17.2 For Default
These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; orimmediately by either party if the other party breaches its obligations, as applicable under Sections 12 [Intellectual Property Rights] and 15 [Indemnification] of these Terms.
17.3 Effect of Termination
Upon termination of these Terms,Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Customer has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.Customer must:stop using and prevent the further usage of the Inspectagram Services, including, without limitation, the Platform;pay any amounts owed to Supplier under these Terms; anddischarge any liability incurred by the Customer before under these Terms prior to their termination; andThe following provisions shall survive the termination of these Terms: Sections 1, 7.5, 10, 11, 12, 14, 15, 16, 18 and 19.
If Supplier terminates these Terms as a result of an uncured breach by a Customer or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Inspectagram Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Customer or User may lose access or suffer a loss of certain features, functions, parts or elements of the Inspectagram Services.If Supplier has reasonable grounds to believe that the Customer’s or User’s use of the Inspectagram Services, including the Account may harm any third persons, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.18. WHO YOU ARE CONTRACTING WITH
The Supplier with whom Customer is contracting is:
2017 27 Avenue SW
Calgary, Alberta, Canada
18.2 Governing Law and Jurisdiction
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below. These Terms (and any further rules, policies or guidelines incorporated by reference therein) shall be governed by and construed in accordance with the laws of the Province of Alberta, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by the Customer and Supplier, any dispute arising out of or relating to these Terms, or the breach thereof, shall be governed by the terms set forth in this Section 18.2.For Customers domiciled in Canada, any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Calgary, Alberta, using the English language by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in Canadian Courts located in Calgary, Alberta. Use of the Inspectagram Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.Notwithstanding the foregoing, you and the Supplier agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, provincial, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.
19. GENERAL PROVISIONS
19.1 Relationship of the Parties
The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Customer and either Supplier, and the Customer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
19.3 Entire Agreement
These Terms are the entire agreement between Customer and Supplier regarding Customer’s use of the Inspectagram Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
Customer may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Customer, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Customer, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Customer, or its permitted successive assignees or transferees.
19.5 No Waiver
Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.
Terms of Service Last Updated January 28, 2022.