Last updated: February 10, 2021 Terms of Service

These Terms of Service ("Terms", "Terms of Service", "Terms and Conditions") govern the user's ("You", "Your" relationship with Insite Teams mobile & web application (the "Service") operated by Insite Group Ltd ("Us", "We", or "Our")

Please read these Terms of Service carefully before using the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms. If You disagree with any part of the Terms then You may not access the Service.

Access to the Service & Service Options

Certain access is provided to You free-of-charge. No payment is required to create an Insite Teams account ("User Account(s)"). With a User Account You can access and use the platform based upon the roles which Your account is granted on: (i) an active Insite Teams Plan ("Plan(s)") by an Insite Teams Plan Admin ("Plan Admin(s)"), and (ii) on Insite Teams Projects ("Project(s)") by a respective Project Admin ("Project Admin(s)"). Your exact rights and roles on a Plan or Project are subject to change and may be modified either by: (i) Insite Group Ltd via updates to the software, or (ii) the respective Project Admin or Plan Admin via the Service settings.

You may become a Plan Admin by either: (i) being granted the Admin role by an existing Plan Admin, or (ii) by purchasing a new Plan. New plans may only be purchased by existing User Accounts via the Insite Teams Admin Console ("Admin Console") accessible via admin.insiteapp.co.uk.

You can find a description of Our Service options on Our website, and We will explain which Service options are available to You when purchasing a Plan via the Admin Console. New Plans require payment before You can access them. We may also offer special promotional plans, memberships, or services. We reserve the right to modify, terminate or otherwise amend Our offered subscription plans and promotional offerings at any time in accordance with these Terms.

Upon completion of the successful purchase of a new Plan. The User Account which the purchaser is logged in with at the time of purchase will become associated with that Plan by way of: (i) becoming the Plan Owner for billing purposes, and (ii) becoming a Plan Admin for Plan management purposes.

Subscriptions

Some parts of the Service are billed on a subscription basis ("Subscription(s)").

You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of Service option You select when purchasing a Subscription.

At the end of each Billing Cycle, Your Subscription will automatically renew under the exact same conditions unless You cancel it or Insite Group Ltd cancels it. You may cancel Your Subscription renewal by contacting the Insite Group Ltd customer support team.

A valid payment method, including credit card, is required to process the payment for Your Subscription. Payments for Subscriptions are made via the authorised reseller, Paddle Payments Ltd ("Authorised Reseller"), in accordance with their terms and conditions.

Should automatic billing fail to occur for any reason, Insite Group Ltd will issue an electronic notice indicating that you must update your payment details, within a certain deadline date, in order that the Authorised Reseller can collect the outstanding at the end of the period as indicated on the notice. Failure to pay the amount owed within the deadline stated will result in the automatic suspension of the additional features of the Service which are granted by the Subscription.

If You cancel Your subscription to a Plan, or if Your subscription to the Plan is interrupted (for example, if You change Your payment details), You may not be able to re-subscribe to the Plan. Note that the Plan may be discontinued in the future, in which case You will no longer be charged for the Service.

Trials

From time to time, We may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate ("Trial(s)"). Insite Group Ltd may determine Your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.

For some Trials, we'll require You to provide Your payment details to start the Trial. By providing such details You agree that We may automatically begin charging You for the Paid Subscription on the first day following the end of the Trial on a recurring monthly basis or another interval that We disclose to You in advance. IF You DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL BY CONTACTING US.

TRIALS FOR ENTERPRISE PLANS ARE OFFERED SUBJECT TO THE SUBMISSION OF A COMPLETED ENTERPRISE ENQUIRY FORM. ACCESS TO THE ADDITIONAL FEATURES OF THE SERVICE OFFERED BY THE TRIAL WILL ONLY CONTINUE AFTER THE TRIAL PERIOD IF A SEPARATE AGREEMENT IS MADE BETWEEN YOU (OR A BUSINESS WHICH YOU REPRESENT) AND INSITE GROUP LTD, WHICH EXPLICITLY PROVIDES CONTINUED ACCESS TO THE ADDITIONAL FEATURES OF THE SERVICE. IN THE ABSENCE OF SUCH AGREEMENT THE ADDITIONAL FEATURES PROVIDED BY THE TRIAL WILL BE SUSPENDED AT THE END OF THE TRIAL PERIOD.

Fee Changes

Insite Group Ltd, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Insite Group Ltd will provide You with a reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Content

Our Service allows You to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("User Content"). You are responsible for the User Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting User Content to the Service, You grant Us the right and license to use, modify, perform, display, reproduce, and distribute such User Content on and through the Service. You retain any and all of Your rights to any User Content You submit, post or display on or through the Service and You are responsible for protecting those rights.

You represent and warrant that: (i) the User Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Accounts

When You create an account with us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a third-party service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

Software Licence, Use Restrictions & Intellectual Property Rights

The Service, its content ("Content") (excluding User Content), features and functionality are and will remain the exclusive property of Insite Group Ltd and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Insite Group Ltd.

The Service can be accessed via the online platform hosted at teams.insiteapp.co.uk (the "Web Application"). The Service is also made available via mobile applications which are downloaded via the Apple App Store and Google Play Store (individually and collectively, "Mobile Applications(s)") which you may need to download and install. If so We grant you a limited, non-exclusive licence to use the Mobile Applications for only the duration which You are entitled to under the provisions on these Terms.

The Web Application, Mobile Applications and their Content are licensed, not sold or transferred to You, and Insite Group Ltd retain ownership of all copies of the Web Application, Mobile Applications and their Content even after installation on Your personal computers, mobile handsets, tablets, wearable devices, speakers, and/or other devices ("Devices").

This licence does not give You any right (or give You permission to permit any third party) to

i. copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Service and its software applications in whole or in part except to the extent that that such activity is expressly permitted by applicable law;

ii. circumvent or bypass any technological protection measures in or relating to the Service or its applications;

iii. create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright subsisting in it;

iv. sub-license, assign or novate the benefit or burden of this licence in whole or in part;

v. publish, copy, rent, lease, sell, export, import, distribute, or lend the Service and its applications, unless Insite Group Ltd expressly permits doing so;

vi. use the Service and its applications to perform any unauthorised transfer of information; or

vii. use the Service and its applications in any unauthorised way which could interfere with anyone else's use or gain access to their data, account or network.

You agree to abide by, and not to use the Service, the Content, or any part thereof in any manner not expressly permitted by these Terms. Except for the rights expressly granted to You in the Terms, Insite Group Ltd grants no right, title, or interest to You in the Service or Content.

Feedback

It is expressly understood, acknowledged and agreed that should You provide any reasonable suggestions, comments and feedback regarding the Service, including but not limited to usability, bug reports and test results (collectively, "Feedback"), regardless of whether or not formally requested to do, You grant Insite Group Ltd the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:

(i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Insite Group Ltd product, technology, service, specification or other documentation (individually and collectively, "Insite Group Ltd Product(s)");

(ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Insite Group Ltd Product;

(iii) solely with respect to Your copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and

(iv) to sublicense to third parties any claims of any patents owned or licensable by You that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into an Insite Group Ltd Product, technology or service.

Further, You warrant that Your Feedback is not subject to any license terms that would purport to require Insite Group Ltd to comply with any additional obligations with respect to any Insite Group Ltd Products that incorporate any Feedback.

Should You encounter any bugs, glitches, lack of functionality or other problems with the Service or its applications, please let Insite Group Ltd know immediately so that the issues be can rectified accordingly. You can submit requests and issues via our support desk. Your help in this regard is greatly appreciated.

Support Services

This Agreement provides certain support ("Support Services") to the Customer by way of access to the help desk ("Help Desk") via our hosted service at insiteapp.zendesk.com/hc/en-gb. Access to which can additionally be gained via our Wesbite and through the Web Application and Mobile Applications.

The Support Services granted by this Agreement are limited in availability only to You. The Support Services do not extend to any of Your contractors or other associates who use the Service.

Items raised by You via the Help Desk ("Support Queries") will be responded to within 5 business days of their receipt; where 1 business day is defined as any weekday other than a bank or public holiday in England.

A response will consist as a minimum of acknowledgement of receipt, an initial diagnosis of the issue, a request for any further information required to resolve the issue if required and an anticipated duration for resolution of the issue if applicable.

These Agreement Terms stipulate no maximum turnaround for the final resolution of any issue raised by a Support Query.

This Agreement limits the number of unrelated Support Queries which may be submitted in each business day to a maximum total of 2. If a total of more than 4 business hours are spent on the resolution of Support Queries from You in any Billing Cycle then Insite Group Ltd will have no obligation continue to provide Support Services for the remainder of that Billing Cycle. Support Services may be resumed subject to additional charges.

The Customer must provide to Insite Group Ltd co-operation, support, advice and information as are reasonably required to enable Us to provide the Support Services.

Links To Other Websites & Third-Party Software

Third-Party software (for example, open source software libraries) included in the Service are made available to You under the relevant Third-Party software library's license terms as published in the help or settings section of Our Web Application and Mobile Applications and/or on Our website.

Our Service may contain links to Third-Party websites or services that are not owned or controlled by Insite Group Ltd.

Insite Group Ltd has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any Third-Party software, websites or services. You further acknowledge and agree that Insite Group Ltd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any Third-Party websites or services that You visit.

You shall indemnify and hold Insite Group Ltd harmless against any loss or damage which it may suffer or incur as a result of Your breach of any Third-Party additional terms howsoever arising. We may treat Your breach of any Third-Party additional terms as a breach of these Terms.

Warranties

You ACKNOWLEDGE THAT COMPLEX SOFTWARE IS NEVER WHOLLY FREE FROM DEFECTS, ERRORS AND BUGS; AND SUBJECT TO THE OTHER PROVISIONS OF THESE TERMS, INSITE GROUP LTD DO NOT WARRANT THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE AND GIVE NO WARRANTY OR REPRESENTATION THAT THE SERVICE OR ITS APPLICATIONS WILL BE WHOLLY FREE FROM DEFECTS, ERRORS AND BUGS.

You ACCEPT RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND ACKNOWLEDGE THAT THE SOFTWARE HAS NOT BEEN DEVELOPED TO MEET YouR INDIVIDUAL REQUIREMENTS.

You UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". ALL OTHER CONDITIONS, WARRANTIES OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS LICENCE OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING THE IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE.

NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM INSITE GROUP LTD SHALL CREATE ANY WARRANTY ON BEHALF OF US.

ANY DOWNLOAD AND USE OF THE LICENSED WEB APPLICATION AND MOBILE APPLICATIONS FOR THE SERVICE IS DONE AT THE LICENSEE’S OWN RISK AND THE LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO – WITHOUT LIMITATION – ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SHOULD IT PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION. IT IS THEREFORE UP TO THE LICENSEE TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THE LICENSED APPLICATIONS FOR THE SERVICE.

Limit of Liability

INSITE GROUP LTD SHALL NOT IN ANY CIRCUMSTANCES HAVE ANY LIABILITY FOR ANY LOSSES OR DAMAGES WHICH MAY BE SUFFERED BY YOU (OR ANY PERSON CLAIMING UNDER OR THROUGH YOU), WHETHER THE SAME ARE SUFFERED DIRECTLY OR INDIRECTLY OR ARE IMMEDIATE OR CONSEQUENTIAL, AND WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER, WHICH FALL WITHIN ANY OF THE FOLLOWING CATEGORIES:

i. LOSS OF PROFITS OR ANTICIPATED SAVINGS;

ii. LOSS OF REVENUE OR INCOME;

iii. LOSS OF USE OR PRODUCTION;

iv. LOSS OF BUSINESS, CONTRACTS OR OPPORTUNITIES;

v. LOSS OR CORRUPTION OF ANY DATA, DATABASE OR SOFTWARE; OR

vi. ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.

THE EXCLUSIONS ABOVE SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE AT LAW, BUT NOTHING IN THESE TERMS REMOVES OR LIMITS INSITE GROUP LTD'S LIABILITY FOR:

i. DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THE SUPPLIER, ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS;

ii. FRAUD OR FRAUDULENT MISREPRESENTATION;

iii. BREACH OF THE OBLIGATIONS IMPLIED BY SECTION 12 OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982; OR

iv. ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.

YOU AGREE THAT OUR SERVICE LEVEL AGREEMENT ("SLA") CONTAINS YOUR SOLE AND EXCLUSIVE REMEDY FOR INTERRUPTION, PARTIAL UNAVAILABILITY, AND COMPLETE UNAVAILABILITY OF THE SERVICES, AND ANY OTHER ITEM SET OUT IN THE SLA.

Termination

We may terminate or suspend Your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach the Terms.

Upon termination, Your right to use the Service will immediately cease along with all other rights provided under these Terms. If You wish to terminate Your account, You may do via the settings accessible from the settings section of Our Web Application and Mobile Applications.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between Us regarding Our Service, and supersede and replace any prior agreements We might have between Us regarding the Service.

Changes

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, please stop using the Service.

Privacy Policy

Please refer to Our Privacy Policy. You agree that they constitute part of these Terms and, as such You agree and consent to the data collection outlined in the Privacy Policy. You must read Our Privacy Policy before You use the Service.

Contact Us

If You have any questions concerning the Service or these Terms, please contact Us by visiting Our website or via the help section of Our Web Application and Mobile Applications.