Insights7 Terms of Service

These Terms of Service (“Terms”) are a binding agreement between Insights7 Corporation, a Minnesota S-corporation (to be converted to a Delaware C-corporation and, upon such conversion, these Terms shall automatically assign to and bind the Delaware successor) (“Insights7,” “we,” “us”) and the customer accepting them (“Customer” or “you”).

1. The Service

Insights7 provides a cloud-based Work-to-Value Management platform, APIs, and related support (“Service”). Subject to these Terms, Insights7 grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the Subscription Term for Customer’s internal business purposes.

1.1 Acceptable Use Policy (AUP)

Customer will not, and will ensure its Users do not:
(a) reverse-engineer or interfere with the Service;
(b) upload malware or unlawful content;
(c) exceed usage limits in an Order;
(d) use the Service to compete with Insights7; or
(e) attempt to gain unauthorized access to other customers’ data.

2. Customer Data & Privacy

2.1 Ownership

Customer retains all right, title, and interest in data it submits (“Customer Data”).

2.2 Processing & Security

Insights7 processes Customer Data solely to provide the Service, under the Privacy Policy and Data Processing Addendum (“DPA”). We host on Heroku (Salesforce) running on AWS with security controls aligned to SOC 2 and ISO 27001.

2.3 Data Export & Deletion

Customer may export Customer Data via the Service at any time until the effective date of termination. Data remaining thereafter may be deleted or anonymized. Deleted user data is purged from active systems within four (4) hours.

3. Subscription Term, Fees & Payment

Subscriptions are annual, prepaid, and priced per business entity (not per seat). Fees are due net 30 from invoice. Past-due amounts accrue 1.5 % interest per month. Prices exclude taxes; Customer pays applicable taxes.

3.1 Auto-Renewal & Non-Renewal

Subscriptions renew automatically for successive one-year terms unless either party gives at least thirty (30) days’ written notice of non-renewal.

3.2 Suspension

Insights7 may suspend access on five (5) days’ notice for unpaid invoices or immediately for AUP violations.

4. Trials & Pilot Licenses

Insights7 may provide a time-boxed pilot at no charge for the duration of Customer’s first project. Within fifteen (15) days after the pilot closes, Customer must enter a paid subscription or the instance will be deleted. No auto-conversion or auto-renewal applies.

5. Service Commitment & Support

  • Uptime Target:99 % monthly, excluding scheduled maintenance and force-majeure.
  • Remedy (Option B): If uptime falls below 99 % in two consecutive months, Customer may terminate the impacted Order within 30 days for a pro-rated refund of unused fees (no service credits).
  • Support Targets (SLOs): Incident response within four (4) hours and resolution within two (2) U.S. business days (targets only, not SLAs).
  • DR Objectives: RPO < 24 h; RTO < 48 h.

6. Intellectual Property & Feedback

The Service and all related IP remain Insights7’s property. Customer grants Insights7 an irrevocable, worldwide, royalty-free license to use suggestions or feedback without restriction.

7. Confidentiality

Each party must protect the other’s Confidential Information with reasonable care and use it only to perform under these Terms.

8. Insurance

Insights7 will, within ninety (90) days of the Effective Date, procure and maintain Commercial General Liability, Technology Errors & Omissions, and Cyber/Privacy insurance, each with USD $1 million per claim / $2 million aggregate limits.

9. Indemnification

  • By Insights7: defend Customer against third-party IP-infringement claims arising from the Service.
  • By Customer: defend Insights7 against claims related to Customer Data or Customer’s breach of the AUP.

10. Warranty Disclaimer

THE SERVICE IS PROVIDED “AS IS”. INSIGHTS7 DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

NEITHER PARTY IS LIABLE FOR INDIRECT OR PUNITIVE DAMAGES. EACH PARTY’S TOTAL LIABILITY IS CAPPED AT AMOUNTS PAID BY CUSTOMER TO INSIGHTS7 IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT (a) CUSTOMER’S PAYMENT OBLIGATIONS AND (b) EACH PARTY’S INDEMNIFICATION OBLIGATIONS, WHICH ARE UNCAPPED.

12. Termination

Customer may terminate for convenience at any time; Insights7 will refund unused months × (annual fee / 12) minus 5 %. No refund is due if termination is for Customer breach.

13. Governing Law; Dispute Resolution

Any dispute shall be finally settled by binding arbitration administered by JAMS under its Comprehensive Rules in Wilmington, Delaware.

The parties shall share equally in JAMS administrative fees and arbitrator compensation; each party shall otherwise bear its own attorneys’ fees unless the arbitrator determines that a prevailing party is entitled to recover such fees under applicable law.

14. Miscellaneous

These Terms, the DPA, and Orders are the entire agreement. Amendments must be in writing. Neither party may assign without the other’s consent, except in connection with a merger or sale of substantially all assets.

  1. Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, flood, fire, earthquake, pandemic, war, terrorism, civil unrest, labor disputes, supply-chain disruptions, Internet or hosting-provider failures, or governmental action, provided the affected party (a) makes commercially reasonable efforts to mitigate the impact and (b) resumes performance promptly after the cause is removed.

Last updated: 07/30/2025