Inversoft Terms of Service Agreement

BY CLICKING THE “SUBMIT” BUTTON FOR THIS AGREEMENT OR ACCEPTING ANY MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH MODIFICATION TERMS OUTLINED BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE “YOU” SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK THE “SUBMIT” BUTTON AND YOU MAY NOT USE THE SERVICES.

Parts of this Agreement

This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Service (hereinafter the “Service Specific Terms”). The General Terms and Service Specific Terms are collectively referred to as the “Terms”. In the event of a conflict between the General Terms and Service Specific Terms, the Service Specific Terms shall prevail.

Acceptance of the Terms

You must be of legal age to enter into a binding agreement in order to accept the Terms. If You do not agree to the General Terms, do not use any of our Services. If You agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating Your acceptance of the terms or by actually using the Service.

Description of Service

Inversoft provides a hosted version of the Clean Speak™ Real-Time Filter WebService that provides content filtering (generally Profanity Filter).

Modification of Terms of Service

We may modify the Terms at any time. You will not be provided notice of any such modification. Changes to the Terms are effective immediately after they are published on our website. You may terminate Your use of the Service if the Terms are modified in a manner that substantially affects Your rights in connection with use of the Service. Your continued use of the Service after notice of any change to the Terms will be deemed to be Your agreement to the amended Terms.

User Sign up Obligations

You need to sign up for a user account by providing all required information in order to access or use the Service. If You represent an organization and wish to use the Service for corporate internal use, You must be authorized by Your organization to enter into legal agreements including this Agreement. You agree to: a) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and b) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If You provide any information that is untrue, inaccurate, outdated, or incomplete, or if Inversoft has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Inversoft may terminate Your user account and refuse current or future use of any or all of the Service.

License

Inversoft hereby grant You a limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Service, solely in accordance with the terms and conditions of this Terms of Service Agreement.

Personal Information and Privacy

Personal information You provide to Inversoft through the Service is governed by Inversoft Privacy Policy. Your election to use the Service indicates Your acceptance of the terms of the Inversoft Privacy Policy. You are responsible for maintaining confidentiality of Your username, password and other sensitive information.

Account Access

You are responsible for all activities that occur in Your account, regardless of whether those activities were taken by You or a third-party. All activities that occur in Your account, by You or a third-party, are bound by the Terms of Service outlined here. You agree to inform us immediately of any unauthorized use of Your account by email to accounts@inversoft.com or by calling us on any of the numbers listed on our website. We are not responsible for any loss or damage to You or to any third party incurred as a result of any unauthorized access and/or use of Your account, or otherwise.

Communications from Inversoft

The Service may include certain communications from Inversoft, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Service. As part of our policy to provide You total privacy, we also provide You the option of opting out from receiving newsletters from us. However, You will not be able to opt-out from receiving service announcements and administrative messages.

Restrictions on Use

In addition to all other terms and conditions of this Agreement, You shall not: (i) transfer or otherwise make available to any third party the Service; (ii) provide any service based on the Service without prior written permission; (iii) use the third party links to sites without agreeing to their website terms & conditions; (iv) post links to third party sites or use their logo, company name, etc. without their prior written permission; (v) use the Service for spamming and other illegal purposes; (vi) attempt to hack the Service; (vii) perform a denial of service attack on the Service; (viii) use the Service for any purpose other than content filtering; (ix) violate any local, state, or national law through or on the Service; (x) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service; (xi) use the Service in any manner other than as expressly authorized in the Terms of Service; (x) use any robot, spider, other automatic device, or manual process to monitor or copy any content on the Service; or (xii) reproduce, duplicate, copy, sell, resell, any portion of the Service, use of the Service, or access to the Service.

Spamming and Illegal Activities

You agree to be solely responsible for the contents of Your transmissions through the Service. You agree not to use the Service for illegal purposes or for the transmission of material that is unlawful, contains viruses, or that which infringes or may infringe intellectual property or other rights of another. We reserve the right to terminate Your access to the Service if there are reasonable grounds to believe that You have used the Service for any illegal or unauthorized activity.

Ownership

We respect Your right to ownership of content created or stored by You. You own the content created or stored by You. Unless specifically permitted by You, Your use of the Service does not grant Inversoft the license to use, reproduce, adapt, modify, publish or distribute the content created by You or sent to the Service for Inversoft’s commercial, marketing or any similar purpose. But You grant Inversoft permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of Your user account solely as required for the purpose of providing the Service to You.

The license granted in these Terms of Service does not constitute a transfer or sale of Inversoft’s ownership rights to the Service. Inversoft retains all rights, title, and interest in and to the Service program and database including all related intellectual property rights. You must not rent, lease, sublicense, sell, assign, loan, distribute, transmit, or otherwise transfer any content of the Service, or Your rights and obligations pursuant to the Terms of Service. You must not copy, reproduce, alter, modify, create derivative works, or publicly display any content of the Service, unless expressly authorized in the Terms of Service. You may not reverse engineer, de-compile, disassemble, or otherwise attempt to reconstruct or discover the source code for the service.

User Generated Content

You may transmit or publish content created by You or Your users to the Service and publish or transmit content returned from the Service. However, You shall be solely responsible for such content and the consequences of its transmission or publication. In the course of using any of the Service, if You come across any content with copyright notice(s) or any copy protection feature(s), You agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By transmitting any copyrighted/copyrightable content to the Service You affirm that You have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. By using the Service and transmitting any content to the Service, You expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Inversoft for this purpose.

Sample Files and Applications

Inversoft may provide sample code and applications for the purpose of demonstrating the possibility of using the Service effectively for specific purposes. Inversoft makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information in the sample code and applications.

Trademark

Inversoft, Inversoft logo, the names of the Service or other Inversoft products and their logos are trademarks of INVERSOFT Corporation. You agree not to display or use, in any manner, the Inversoft trademarks, without Inversoft’s prior permission.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. INVERSOFT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INVERSOFT MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ACCURATE. USE OF ANY CONTENT RETURNED FROM THE SERVICE OR OBTAINED THROUGH THE USE OF THE SERVICE SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ITS USE. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM INVERSOFT, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Limitation of Liability

YOU AGREE THAT INVERSOFT SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF INVERSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH INVERSOFT RELATED TO THE SERVICE SHALL BE TERMINATION OF YOUR ACCOUNT. IN NO EVENT SHALL INVERSOFT’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

Indemnification

You agree to indemnify and hold harmless Inversoft, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that You have used the Service in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to Your use of the Service, except where such use is authorized by Inversoft.

Arbitration

Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in Colorado and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Inversoft may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Suspension and Termination

We may suspend Your account or temporarily disable access to whole or part of the Service at any time without cause or warning. We will also terminate Your account on Your request. In addition, we reserve the right to terminate Your account and deny the Service upon reasonable belief that You have violated the Terms and to terminate Your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. Termination of Your account will include denial of access to all Service, deletion of information in Your user account such as Your e-mail address and password and deletion of all data in Your user account.