Insights7 Terms of Service

Effective date: October 8, 2026
Last updated: October 8, 2026
Version: 3.2 (replaces version 3.1)

These Terms of Service (“Terms”) are an agreement between Insights7, Corp., a Minnesota corporation (“Insights7,” “we,” “us”), and the organization that accepts them (“Customer” or “you”).

How these Terms apply.

• Customers. These Terms apply to your subscription to, and use of, the Insights7 platform and any services we provide. You accept them by signing an Order Form that refers to them, or by clicking to accept them. The person accepting confirms that they have authority to bind the Customer.
• Website visitors. If you only browse insights7.com, only Sections 3 (Acceptable Use), 4 (Use of the Public Website), 8.1 (Insights7 Content), 15.2 (Disclaimer), 17 (Limitation of Liability), 21 (Governing Law and Disputes) and 23 (General) apply to you.

1. Definitions

• “Affiliate” means an entity that controls, is controlled by, or is under common control with a party.
• “AI Features” means features of the Service that use artificial-intelligence or machine-learning models to generate content, such as the AI Process Generator.
• “Aggregated Data” means data that is aggregated and de-identified so that it does not identify Customer, any User, or any individual, and cannot reasonably be linked to them.
• “Customer Copy” means a copy of Insights7 Content that Customer duplicates into its Customer Library, including Customer’s edits to that copy.
• “Customer Data” means data and content that Customer or its Users submit to the Service, including Customer’s own processes, KPIs, roles, time and financial data, and Customer’s edits to Customer Copies. Customer Data does not include Insights7 Content, Usage Data, or Aggregated Data.
• “Customer Library” means the part of Customer’s instance of the Service (for example, the customer-specific tab of the process library and KPI library) that only Customer and its Users can see.
• “Documentation” means Insights7’s then-current user guides and help content for the Service.
• “DPA” means the Insights7 Data Processing Agreement at https://insights7.com/dpa/, which forms part of these Terms for Customers.
• “Insights7 Content” means content Insights7 provides through the Service or the website, including the Insights7 Master Library, the CVM Terms glossary, methodology, frameworks, diagrams, templates, and training materials.
• “Insights7 Master Library” means the libraries of process, KPI and related templates that Insights7 makes available to all customers (for example, the Insights7 master tab of the process library and KPI library).
• “Order Form” means an ordering document signed by Customer and Insights7 that refers to these Terms.
• “Professional Services” means services other than the subscription, such as the Two-Day Strategy Session, Platform Onboarding, CVM Coaching, Managed Services, and CVM Support Projects, as described in an Order Form or Statement of Work.
• “Service” means the Insights7 cloud platform for running Corporate Value Management (CVM), including AI Features, Insights7 Content made available in it, and related support.
• “Statement of Work” or “SOW” means a document signed by both parties that describes Professional Services.
• “Subscription Term” means the subscription period stated in the Order Form, plus any renewal periods.
• “Usage Data” means technical and usage information about how the Service is used, such as log data, page views, feature use, and performance data.
• “Users” means the individuals, and the AI agents and other automated tools, that Customer authorizes to use the Service under Customer’s account. This includes Customer’s workforce (human and AI), and contractors acting for Customer.

2. The Service

2.1 Access. Subject to these Terms and payment of fees, Insights7 grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Users to access and use the Service for Customer’s internal business purposes.

2.2 Users and accounts. Customer is responsible for (a) its Users’ compliance with these Terms, (b) keeping login credentials confidential and not sharing them between individuals, (c) all activity under its accounts, and (d) promptly telling Insights7 at info@insights7.com about any unauthorized access it learns of.

2.3 AI agents and integrations. Customer is responsible for any AI agent, script, or integration that Customer or its Users connect to, or operate within, the Service. Customer is responsible for configuring, supervising and checking them, and for their actions as if they were actions of Customer’s own personnel. An AI agent may be assigned work in the Service, but Customer remains accountable for its output.

2.4 Changes to the Service. Insights7 may improve and change the Service. Insights7 will not make a change that materially reduces the core functionality of the Service during a paid Subscription Term.

3. Acceptable Use

Customer will not, and will ensure its Users do not:

1. copy, modify, reverse-engineer, decompile, or disassemble the Service, or try to derive its source code or architecture, except to the extent applicable law expressly allows this despite this restriction;

2. use the Service, Insights7 Content, or any output of the Service to build, train, or improve a competing product or service, including by training or fine-tuning any AI or machine-learning model on them;

3. resell, sublicense, or provide the Service to third parties, or use it to operate a service bureau, except as an Order Form expressly allows;

4. upload malware or content that is unlawful, infringing, or that Customer has no right to upload;

5. interfere with or disrupt the Service, or test its security or load capacity, without Insights7’s prior written permission;

6. try to gain unauthorized access to the Service or to other customers’ data;

7. scrape, crawl, or systematically extract content from the Service or the website by automated means, except standard search-engine indexing;

8. exceed usage limits in an Order Form;

9. misrepresent identity or affiliation, or impersonate any person or entity; or

10. use the Service in violation of law, including export control and sanctions laws.

4. Use of the Public Website

4.1 No professional advice. Content on insights7.com, including descriptions of Corporate Value Management and client results, is general information. It is not financial, legal, accounting, tax or other professional advice.

4.2 Third-party tools. The website uses third-party tools, such as Calendly for booking a conversation. Information you submit through them is handled as described in the Insights7 Privacy Policy and the third party’s own terms.

4.3 Website content. The website and its content, including text, graphics, the Insights7 name and logo, and the CVM methodology as presented there, are owned by Insights7 or its licensors and are protected by intellectual property law.

5. Customer Data, Usage Data and Aggregated Data

5.1 Ownership of Customer Data. As between the parties, Customer owns Customer Data. Customer grants Insights7 a non-exclusive, worldwide license during the Subscription Term to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service and Professional Services, and as the DPA permits.

5.2 Customer responsibilities. Customer is responsible for the accuracy and legality of Customer Data, and for having the rights, notices and consents needed to submit it, including personal data about its workforce.

5.3 Usage Data. Insights7 may collect and use Usage Data to operate, secure, support and improve the Service. Where Usage Data includes personal data, Insights7 handles it as described in the Privacy Policy and the DPA.

5.4 Aggregated Data and benchmarks. Insights7 may create Aggregated Data from Customer Data and Usage Data, and may use it during and after the Subscription Term to improve the Service, to develop benchmarks and research, and to publish statistics. Insights7 will not identify Customer or any individual in Aggregated Data, and will not try to re-identify it. Insights7 will not publish Customer’s name together with Customer’s results without Customer’s written consent (see Section 19).

6. Data Protection and Security

6.1 DPA. The DPA applies to personal data in Customer Data that Insights7 processes for Customer, and forms part of these Terms.

6.2 Security. Insights7 maintains reasonable administrative, technical and physical safeguards designed to protect Customer Data, as described in the DPA’s security annex. These include encryption of Customer Data at rest, logical separation between customer instances, role-based access permissions and regular backups. The Service is a multi-tenant software-as-a-service application hosted in the United States on Heroku, a Salesforce company, which runs on Amazon Web Services infrastructure.

6.3 Export. Customer may export Customer Data using the Service’s export features, or on request to info@insights7.com, at any time during the Subscription Term and during the post-termination window in Section 18.4.

7. AI Features

7.1 What the AI Features use. The AI Features use third-party AI models provided by OpenAI, accessed through OpenAI’s API. Insights7 does not send Customer Data to any AI model provider. To generate suggestions, the AI Features use only (a) publicly available information, such as Customer’s public website, and (b) Insights7 Content.

7.2 No training. Insights7 does not use Customer Data to train AI models, and Insights7’s agreement with its AI model provider does not allow the provider to use data submitted through Insights7’s API account to train its models.

7.3 Output is a draft. AI-generated output can be incomplete, inaccurate or unsuitable. It is a draft for Customer to review. Customer is responsible for reviewing, editing and approving output before relying on or adopting it. Output that Customer saves to its Customer Library becomes part of Customer Data. Output may be similar to output generated for other customers, and Customer does not acquire exclusive rights in output that is generic or derived from Insights7 Content.

7.4 Internal tools. Insights7 personnel also use general-purpose AI assistants internally to do their work. Insights7 will not put personal data from Customer Data into any such tool unless that tool is listed as a sub-processor under the DPA.

8. Insights7 Content, Master Libraries and Customer Copies

8.1 Insights7 Content and the Service. Insights7 and its licensors own the Service, the Insights7 Master Library, all other Insights7 Content, Aggregated Data, and all improvements to them, including all intellectual property rights. No rights are granted except those expressly stated in these Terms.

8.2 Master Library and Customer Library. The Insights7 Master Library is available to all customers on a read-only basis. To use master content, Customer duplicates it, and the copy is placed in Customer’s own Customer Library, where Customer can edit it. Insights7 may update, add to or retire Master Library content at any time. Updates to the Master Library never overwrite or change a Customer Copy. Customer decides whether to adopt any update.

8.3 Customer Copies. Customer owns its edits and additions to a Customer Copy. Insights7 keeps its rights in the underlying Insights7 Content within that copy. Insights7 grants Customer a non-exclusive, non-transferable license to use, copy and modify Insights7 Content within Customer Copies for Customer’s internal business purposes during the Subscription Term.

8.4 After termination. After the Subscription Term ends, Customer may keep and continue to use, for its internal business purposes only, the Customer Copies and other Customer Data that it exported before access ended. This license is perpetual, non-exclusive, non-transferable (except with a permitted assignment of these Terms), and royalty-free. It does not allow Customer to publish, sell or share Insights7 Content with third parties, or to use it to build a competing product or service. It does not include continued access to the Service or to the Master Library.

8.5 Feedback. If Customer gives Insights7 suggestions or feedback, Insights7 may use them without restriction or obligation. Feedback is not Customer’s Confidential Information, and Customer gives it “as is.”

8.6 Customer improvements to master content. Insights7 will not copy a Customer Copy, or any other Customer Data, into the Insights7 Master Library without Customer’s prior written consent. With that consent, Customer grants Insights7 a perpetual, worldwide, royalty-free license to use the contributed content, with any information identifying Customer or individuals removed, in the Master Library.

9. Professional Services

9.1 Scope. Insights7 will perform the Professional Services described in an Order Form or SOW. The Order Form or SOW governs the scope, deliverables, fees and schedule.

9.2 Fees and credits. The Order Form or SOW states the fees for Professional Services, when they are invoiced, any credit between services, and the term and fee structure for Managed Services and CVM Coaching. Unless the Order Form or SOW says otherwise, fees for Professional Services that have been delivered are non-refundable.

9.3 Customer cooperation. Customer will provide timely access to people, information and systems reasonably needed. Insights7 is not responsible for delays caused by Customer.

9.4 Deliverables. Deliverables created for Customer that contain Customer Data or Customer-specific content are Customer Data. Insights7 keeps all rights in Insights7 Content, its methods, and any general know-how, templates or tools it uses or develops, and grants Customer the license in Section 8.3 (and Section 8.4 after termination) to the Insights7 Content within deliverables.

9.5 Expenses. Customer will reimburse reasonable, pre-approved travel and out-of-pocket expenses, if the Order Form or SOW provides for them.

9.6 Managed Services. When Insights7 runs CVM processes for Customer under Managed Services, it acts on Customer’s instructions. Customer stays responsible for its business decisions, including decisions it makes based on information or recommendations Insights7 provides.

10. Subscription Term, Fees and Payment

10.1 Annual, prepaid, non-cancellable. Each subscription has a 12-month Subscription Term unless the Order Form says otherwise. Subscription fees are invoiced annually in advance. Subscriptions are non-cancellable during the Subscription Term, and fees paid are non-refundable, except as expressly stated in Sections 12.2, 15.1, 16.3, 18.2 and 18.5 and in the DPA.

10.2 Subscription fee. The Order Form states the subscription fee and how it is calculated, including the information Customer must provide for the calculation. Fees are payable only as stated in an Order Form or SOW that Customer has accepted by signing it or by clicking to accept it. Customer will confirm that any figure it provides is accurate to the best of its knowledge, and Insights7 may ask for reasonable supporting information. Unless the Order Form says otherwise, the fee is fixed for the Subscription Term. Pricing, examples and calculators on Insights7’s website are for general information and are not an offer; the Order Form controls.

10.3 Renewal. Each subscription renews for another 12-month term unless either party gives written notice of non-renewal at least 30 days before the end of the current term. At least 60 days before the end of the current term, Insights7 will send Customer a renewal notice stating the renewal fee, calculated as the Order Form provides. If Customer has not provided the information needed to calculate the renewal fee, Insights7 may use the most recent information Customer provided and will adjust the renewal invoice once Customer provides updated information.

10.4 Payment. Invoices are due within 30 days of the invoice date, in US dollars. Customer may pay by ACH bank transfer directly to Insights7, using the remittance details on the invoice, or by card or ACH through Insights7’s payment processor, Stripe, as the invoice allows. Payments made through Stripe are also subject to Stripe’s terms, and Insights7 does not store full card numbers. Late amounts accrue interest at 1.5% per month or the highest rate allowed by law, whichever is lower. Fees exclude taxes. Customer pays all applicable sales, use, VAT and similar taxes, except taxes on Insights7’s income.

11. Pilots

11.1 Pilot terms. Insights7 may offer a no-charge pilot of the Service. Each pilot has a fixed start and end date stated in the Order Form or pilot confirmation email, and lasts no longer than 90 days unless Insights7 agrees in writing to extend it.

11.2 After the pilot. A pilot does not automatically convert to a paid subscription. Customer may export its pilot data during the pilot and for 15 days after it ends. If Customer does not sign a paid Order Form within those 15 days, Insights7 will delete the pilot instance and its data.

11.3 Pilot limitations. Pilots are provided “as is.” Section 12 (Service Availability) and the warranties in Section 15.1 do not apply. Section 17.4 sets a fixed liability amount for pilots.

12. Service Availability and Support

12.1 Availability target. Insights7 targets 99% monthly availability of the Service, excluding scheduled maintenance announced at least 48 hours in advance, emergency maintenance, and events described in Section 23.6 (Force Majeure).

12.2 Remedy. If availability falls below 99% in two consecutive calendar months, Customer may terminate the affected subscription by written notice within 30 days after the second month. Insights7 will then refund the prepaid subscription fees for the remainder of the Subscription Term. This is Customer’s sole remedy for unavailability.

12.3 Support. Customers can request support through the Service’s support form or at info@insights7.com. Insights7 targets a first response within 4 business hours and resolution of incidents within 2 US business days. These are targets, not guarantees. Business hours are 8 a.m. to 5 p.m. US Central Time, Monday through Friday, excluding US federal holidays.

12.4 Recovery objectives. Insights7 targets a recovery point objective of 24 hours and a recovery time objective of 48 hours.

13. Suspension

Insights7 may suspend access to the Service (a) if an invoice is more than 15 days overdue, after giving 5 days’ written notice; (b) immediately if Customer’s or a User’s use breaches Section 3 or poses a security threat to the Service or other customers; or (c) if required by law. Insights7 will limit a suspension to what is reasonably needed and restore access promptly once the cause is resolved. Suspension does not end the Subscription Term or Customer’s payment obligations.

14. Confidentiality

14.1 Definition. “Confidential Information” means non-public information that one party (the “discloser”) gives to the other (the “recipient”) that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer’s Confidential Information. The non-public parts of the Service, Insights7 Content that is not published, and pricing in Order Forms are Insights7’s Confidential Information.

14.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the recipient, (b) the recipient already knew without a duty of confidentiality, (c) the recipient receives from a third party without a duty of confidentiality, or (d) the recipient develops independently without using the discloser’s information.

14.3 Obligations. The recipient will use Confidential Information only to perform under or use these Terms, protect it with at least reasonable care, and disclose it only to its employees, contractors, Affiliates, advisors, actual or prospective investors, acquirers or lenders, who need to know it and who are bound by confidentiality duties at least as protective as these.

14.4 Required disclosure. The recipient may disclose Confidential Information if required by law, after giving the discloser reasonable prior notice (where legally allowed) so it can seek protection.

14.5 Duration and return. These obligations last during the Subscription Term and for 3 years afterward, and for trade secrets for as long as they remain trade secrets. On request after termination, the recipient will return or destroy the discloser’s Confidential Information, except for copies kept in backups or as required by law, which remain protected.

15. Warranties and Disclaimer

15.1 Insights7 warranties. Insights7 warrants that, during a paid Subscription Term, (a) the Service will perform materially as described in the Documentation, and (b) it will perform Professional Services in a professional and workmanlike manner. If Insights7 breaches either warranty and Customer reports it within 30 days, Insights7 will use reasonable efforts to correct the problem or re-perform the services. If Insights7 cannot do so within a reasonable time, Customer may terminate the affected subscription or services and receive a refund of prepaid fees for the unused part. This is Customer’s sole remedy for breach of these warranties.

15.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, INSIGHTS7 CONTENT, AI FEATURES AND THE WEBSITE ARE PROVIDED “AS IS.” INSIGHTS7 DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. INSIGHTS7 DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT AI OUTPUT WILL BE ACCURATE, OR THAT CUSTOMER WILL ACHIEVE ANY PARTICULAR BUSINESS OR FINANCIAL RESULT.

16. Indemnification

16.1 By Insights7. Insights7 will defend Customer against any third-party claim alleging that the Service or Insights7 Content, as provided by Insights7 and used in accordance with these Terms, infringes or misappropriates that third party’s intellectual property rights, and will pay damages and costs finally awarded or agreed in settlement.

16.2 Exclusions. Section 16.1 does not apply to claims arising from (a) Customer Data or Customer’s edits, (b) combination with products, data or services not provided by Insights7, (c) modifications not made by Insights7, (d) use in breach of these Terms, or (e) AI output that Customer adopted, except where the claim relates to Insights7 Content within that output.

16.3 Remedies. If the Service is, or Insights7 believes it may be, subject to an infringement claim, Insights7 may (a) obtain the right for Customer to continue using it, (b) modify or replace it so it is non-infringing without materially reducing its functionality, or (c) if neither is commercially reasonable, terminate the affected subscription and refund prepaid fees for the unused part of the Subscription Term.

16.4 By Customer. Customer will defend Insights7 against any third-party claim alleging that Customer Data, or Customer’s use of the Service in breach of Section 3, infringes or misappropriates that third party’s rights or violates law, and will pay damages and costs finally awarded or agreed in settlement.

16.5 Procedure. The indemnified party must (a) promptly notify the indemnifying party of the claim (a delay only reduces the indemnity to the extent it causes prejudice), (b) give the indemnifying party sole control of the defense and settlement, provided that no settlement may impose an obligation or admission on the indemnified party without its consent, and (c) give reasonable cooperation at the indemnifying party’s expense.

16.6 Exclusive remedy. This Section 16 states each party’s entire liability and exclusive remedy for third-party claims of the kind described.

17. Limitation of Liability

17.1 Excluded damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.2 General cap. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) THE FEES PAID AND PAYABLE BY CUSTOMER TO INSIGHTS7 UNDER THESE TERMS IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (b) US $25,000.

17.3 Enhanced cap. FOR (a) BREACH OF SECTION 14 (CONFIDENTIALITY), (b) BREACH OF SECTION 6 OR THE DPA, AND (c) EACH PARTY’S OBLIGATIONS UNDER SECTION 16 (INDEMNIFICATION), EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED TWO (2) TIMES THE AMOUNT IN SECTION 17.2. THIS ENHANCED CAP IS IN ADDITION TO, AND NOT PART OF, THE GENERAL CAP.

17.4 Pilots and website visitors. FOR A NO-CHARGE PILOT, EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED US $5,000. INSIGHTS7’S TOTAL LIABILITY TO A WEBSITE VISITOR WHO IS NOT A CUSTOMER WILL NOT EXCEED US $100.

17.5 Exceptions. SECTIONS 17.1 TO 17.4 DO NOT LIMIT (a) CUSTOMER’S OBLIGATION TO PAY FEES, (b) A PARTY’S LIABILITY FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (c) CUSTOMER’S LIABILITY FOR BREACH OF SECTION 3(a), 3(b) OR 3(c), OR FOR INFRINGEMENT OF INSIGHTS7’S INTELLECTUAL PROPERTY, OR (d) LIABILITY THAT CANNOT BE LIMITED BY LAW.

18. Term and Termination

18.1 Term. These Terms apply to Customer from acceptance until all Subscription Terms and SOWs have ended.

18.2 Termination for breach. Either party may terminate an Order Form or SOW by written notice if the other party materially breaches these Terms and does not cure the breach within 30 days after receiving written notice of it (10 days for non-payment). If Customer terminates for Insights7’s uncured breach, Insights7 will refund prepaid fees for the unused part of the terminated subscription or services.

18.3 Insolvency. Either party may terminate by written notice if the other party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or becomes the subject of bankruptcy proceedings that are not dismissed within 60 days.

18.4 Effect of termination. When a subscription ends: (a) Customer’s access to the Service ends; (b) for 30 days afterward, on request to info@insights7.com, Insights7 will give Customer access or a copy so it can export Customer Data in the formats the Service supports; (c) Insights7 will delete Customer Data from its active systems within 30 days after that export window ends, and deleted data will be removed from backups as backups expire, within a further 30 days; and (d) any unpaid fees for the period before termination become due. Insights7 may keep Customer Data where required by law, and will keep protecting it under these Terms. Insights7 will confirm deletion in writing on request.

18.5 No other refunds. Except as stated in Sections 12.2, 15.1, 16.3 and 18.2 and in the DPA, termination does not entitle Customer to a refund. If Insights7 terminates for Customer’s breach, all fees for the rest of the Subscription Term become due.

18.6 Survival. Sections 5.4, 8, 14, 15.2, 16, 17, 18.4 to 18.6, 21, 22 and 23, and any other terms that by their nature should survive, survive termination.

19. Publicity

Insights7 may identify Customer as a customer by name and logo in customer lists, on its website and in sales materials, unless Customer opts out by emailing info@insights7.com. Insights7 will not publish testimonials, case studies, or Customer-specific results without Customer’s prior written consent.

20. Changes to These Terms

Insights7 may update these Terms by posting a new version at https://insights7.com/terms-of-service/. For material changes, Insights7 will email Customer’s account administrators at least 30 days before the change takes effect. For an active Subscription Term, changes take effect at the start of the next renewal term, unless Customer agrees otherwise or the change is required by law. Prior versions are available on request at info@insights7.com.

21. Governing Law and Disputes

21.1 Governing law. These Terms are governed by the laws of the State of Minnesota, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

21.2 Venue. The state and federal courts located in Ramsey County or Hennepin County, Minnesota, have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to their jurisdiction. Either party may bring a qualifying claim in small-claims court.

21.3 Injunctive relief. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, or to stop a breach of Section 3.

21.4 Informal resolution. Before starting a lawsuit (other than for injunctive relief), a party will give the other written notice of the dispute, and the parties’ senior representatives will try in good faith to resolve it within 30 days.

22. Notices

Notices to Insights7 must be sent by email to info@insights7.com, with a copy to any postal address stated in the Order Form. Notices to Customer may be sent to the email address of Customer’s account administrator, or to the notice address in the Order Form. Email notices are effective when sent, unless the sender receives an automated delivery-failure message. Notices of breach, termination or an indemnifiable claim must also be sent by courier or certified mail to the address in the Order Form.

23. General

23.1 Entire agreement and order of precedence. These Terms, the DPA, and all Order Forms and SOWs are the entire agreement between the parties on their subject, and replace all prior agreements on it. If they conflict, the order of precedence is: (a) the DPA (for personal data), (b) the Order Form, (c) the SOW, and (d) these Terms, except that an Order Form or SOW overrides these Terms only where it expressly says so. Terms in Customer purchase orders or vendor portals do not apply, even if accepted.

23.2 Amendments and waiver. Except as Section 20 allows, amendments must be in writing and signed by both parties. A failure to enforce a provision is not a waiver.

23.3 Assignment. Neither party may assign these Terms without the other party’s written consent, except that either party may assign them without consent to an Affiliate, or to a successor in a merger, acquisition, corporate reorganization, conversion, domestication or sale of all or substantially all of its assets or the business to which these Terms relate, if the assignee agrees in writing to be bound by them. Any other attempted assignment is void.

23.4 Severability. If any provision is found unenforceable, it will be enforced to the maximum extent possible, and the rest of these Terms will remain in effect.

23.5 Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.

23.6 Force majeure. Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, pandemic, war, terrorism, civil unrest, labor disputes, governmental action, and failures of the internet or of hosting providers, if it uses reasonable efforts to reduce the impact and resumes performance promptly.

23.7 Export and sanctions. Each party will comply with US export control and sanctions laws. Customer confirms that it and its Users are not on any US government restricted-party list and will not use the Service in an embargoed country.

23.8 Anti-corruption. Neither party has offered or received any bribe or improper payment in connection with these Terms.

23.9 Counterparts and e-signatures. Order Forms and SOWs may be signed in counterparts and electronically.

23.10 Contact. Questions about these Terms: info@insights7.com.