Inside.com User Agreement

This Inside.com User Agreement (“Terms”) applies to your access to and use of our website, widgets, emails, Apps (defined below), Materials (defined below), and other online products and services (collectively, the “Services”) provided by Inside.com, Inc. (“Inside.com,” “we,” “us,” or “our”).

YOUR USE OF THE SERVICES IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF AND AGREEMENT TO THESE TERMS. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS.

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must immediately discontinue your access and use of our Services and you may not access or use our Services. We may make changes to these Terms from time to time. We may notify you of such changes by any reasonable means, including without limitation, by making available the revised version of these Terms through or in connection with the Services. You can determine when we last changed these Terms by referring to the “LAST UPDATED” legend above. Your access to or use of the Services following changes to these Terms will constitute your acceptance of those changes.

1. Your Access to the Services

No one under 13 is allowed to use or access the Services. We may offer additional Services that require you to be older to use them, so please read all notices and any Additional Terms (defined below) carefully when you access or use the Services.

By using the Services, you represent and warrant that:

• You are at least 13 years old and over the minimum age required by the laws of your country of residence to access and use the Services;
• You can form a binding contract with Inside.com, or, if you are over 13 but under the age of majority in your jurisdiction, that your legal guardian has reviewed and agrees to these Terms;
• You are not barred from using the Services under all applicable laws; and
• You have not been permanently suspended or removed from the Services.

If you are accepting these Terms on behalf of another legal entity, including a business or government entity, you represent that you have the full legal authority to bind such entity to these Terms.

2. Privacy

Inside.com's Privacy Policy explains how and why we collect, use, and share information about you when you access or use our Services. You understand that through your access and use of the Services, you consent to the collection and use of this information as set forth in the Privacy Policy.

3. Your Use of the Services

Subject to your complete and ongoing compliance with these Terms and payment of any applicable fees, Inside.com grants you a personal, non-transferable, non-assignable, non-sublicensable, non-exclusive, revocable, limited license to access and use the Services only for the term of these Terms; and for no other purpose or under any other condition whatsoever. We reserve all rights not expressly granted to you by these Terms.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not, without our prior written agreement signed by our duly authorized representative:

• license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Content;
• modify, change, prepare derivative works of, disassemble, decompile, reverse engineer any part of the Services; or
• access the Services (including without limitation, the Materials), in order to build a similar or competitive website, app, product, or service.

We are always improving and revising our Services. This means we may add or remove features, products, or functionalities and we will try to notify you beforehand, but that will not always be possible. We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any Modification (defined below), suspension, or discontinuation of the Services or any part thereof.

You may download our mobile applications to access or use the Services (“Apps”), in addition to using our web browser. When downloaded, the Apps include a license agreement that must be accepted by you before use. For avoidance of doubt, the terms of these Terms govern and control your use of the Services (including the Apps), and the downloaded license agreement associated with the Apps will be preempted by these Terms.

4. Your Inside.com Account and Account Security

To use certain features of our Services, you may be required to create an Inside.com account (an “Account”) and provide us with a username, password, and certain other information about yourself as set forth in the Privacy Policy.

You are solely responsible for: (a) the information associated with your Account and anything that happens related to your Account; (b) maintaining the confidentiality and security of your Account and log-in information, and (c) immediately notifying Inside.com if you discover or suspect that someone has accessed your Account or used the Services without your permission. For avoidance of doubt, we will not be responsible or liable for any costs, damages, fees, losses, or other liabilities resulting from your failure to comply with this Section 4.

5. Your Content

“Your Content” is all of your data (including third-party data), which includes information, text, links, graphics, photos, videos, audio, streams, and other content created with or submitted to the Services by you or through your Account (collectively, “Your Content”). We take no responsibility for, and we do not expressly or implicitly endorse, support, or guarantee the completeness, truthfulness, accuracy, or reliability of any of Your Content.

By submitting Your Content to the Services, you represent and warrant that you have all rights, power, and authority necessary to grant the rights to Your Content contained within these Terms and that Your Content does not Infringe (defined below) any third-party IP Right (defined below). Because you alone are fully responsible and liable for Your Content, you may expose yourself to liability if you post or share Your Content without all necessary rights.

You retain any ownership rights you have in Your Content, but you hereby grant Inside.com the following license to use Your Content:

When Your Content is created with or submitted to the Services, you hereby grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, assignable, and sub-licensable (through multiple tiers) license to use, copy, modify, adapt, prepare derivative works of, distribute, store, perform, and display Your Content and all IP Rights related thereto, including without limitation, any name, username, voice, or likeness provided in connection with Your Content in all media formats and channels now known or later developed anywhere in the world. This license includes the right for us to make Your Content available for syndication, broadcast, distribution, or publication by Inside.com as well as other companies, organizations, or individuals who partner with Inside.com. You also agree that we may remove metadata associated with Your Content, and you hereby irrevocably and unconditionally waive any claims and assertions of moral rights or attribution with respect to Your Content.

Any ideas, advice, recommendations, suggestions, and other feedback (collectively, “Feedback”) about Inside.com or our Services that you provide (or any users under your Account provide) to us are entirely voluntary, and you acknowledge and agree that Inside.com owns all right, title and interest in and to the Feedback so that we may freely use any Feedback in any manner we deem appropriate without any compensation or obligation to you.

Although we have no obligation to screen, edit, or monitor Your Content, we may, in our sole discretion, delete, remove, or otherwise modify Your Content at any time and for any reason, including without limitation, for violating these Terms, our Content Policy , or if you otherwise create or are likely to create liability for us.

6. Third-Party Content, Advertisements, and Promotions

The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible or liable for any Third-Party Content. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction or other use in connection with such Third-Party Content.

The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place Third-Party Content or advertisements in connection with the display of any Materials or other information on the Services, including without limitation, Your Content.

If you choose to use the Services to conduct a promotion, including a contest or sweepstakes (“Promotion”), you alone are responsible for conducting the Promotion in compliance with all applicable laws and regulations, including without limitation, creating official rules, offer terms, eligibility requirements, and compliance with applicable laws, rules, and regulations which govern the Promotion (such as licenses, registrations, bonds, privacy, security, and regulatory approval). Your Promotion must state that the Promotion is not sponsored, endorsed, or otherwise associated with Inside.com, and the rules for your Promotion must require each entrant or participant to release Inside.com from any and all responsibility and liability related to the Promotion. You acknowledge and agree that we will not assist you in any way with your Promotion, and you agree to conduct your Promotion at your own risk.

7. Things You Cannot Do

When using or accessing Inside.com, you must comply with these Terms and all applicable laws, rules, and regulations. Please review the Content Policy, which is incorporated by this reference into, and made a part of, these Terms and contain Inside.com's rules about prohibited content and conduct. In addition to what is prohibited in the Content Policy, you may not do any of the following:

• Use the Services in any manner that could interfere with, disable, disrupt, overburden, or otherwise impair the integrity or performance of the Services (including without limitation, the Materials);
• Gain access to (or attempt to gain access to) another user's Account or any non-public portions of the Services, including the computer systems or networks connected to or used together with the Services;
• Upload, transmit, store or distribute to or through the Services any viruses, worms, malicious code, time bombs, trojan horses, or other harmful software, files, scripts, agents, or other programs intended to interfere with the Services, including without limitation, its security-related features;
• Use the Services to violate any applicable law or infringe, violate, or misappropriate (collectively, “Infringe”) any third-party rights, including without limitation, IP Rights, or store or transmit any data that is libelous, fraudulent, obscene, defamatory, threatening, abusive, unlawful, tortious, pornographic, offensive or otherwise harmful (as determined in our sole and absolute discretion);
• Access, search, or collect data from the Services by any means (automated or otherwise) except as permitted in these Terms or in a separate written agreement with Inside.com (we conditionally and grant the revocable permission to crawl the Services in accordance with the parameters set forth in our robots.txt file, but scraping the Services without Inside.com's prior written consent is prohibited); or
• Use the Services in any manner that we reasonably believe to be an abuse of or fraud on Inside.com or any payment system (as determined in our sole and absolute discretion).

You shall promptly report to us any content or conduct that you believe violates these Terms or our Content Policy. We also support the responsible reporting of security vulnerabilities. To report a security issue, please email security(at)inside(dot)com.

8. Moderators

Moderating your posts on your Inside.com account will be handled by Inside.com's staff members and potentially non-staff volunteers from Inside.com's community. Voluntary positions may be available to users of the Services upon request at Inside.com's sole discretion. As part of using our Services, you agree to the decisions made by our moderators but may appeal such decisions by contacting appeals(at)inside(dot)com. We reserve the right to revoke or limit a user's ability to moderate at any time and for any or no reason, including without limitation, for a breach of these Terms. Inside.com reserves the right but has no obligation to overturn any action or decision of a moderator if Inside.com, in its sole discretion, believes that such action or decision is not in the interest of Inside.com or the Inside.com community.

9. Copyright, Trademark, the DMCA, and Takedowns

Inside.com respects the intellectual property of others and requires that users of our Services do the same. We have a policy that includes the removal of any Infringing material (including without limitation, Your Content), from the Services and for the termination, in appropriate circumstances, of users of our Services who are repeat Infringers. If you believe that anything on our Services Infringes an IP Right (as defined below) that you own or control, you may notify Inside.com's Designated Agent by contacting CopyrightAgent(at)inside(dot)com.

If you knowingly misrepresent that any activity or material on our Service is infringing, you may be liable to Inside.com for certain costs, damages, and other fees. “IP Rights” means any and all related patents, copyrights, trademarks, trade secrets, software, technology, know-how, inventions (whether or not patentable), moral rights, privacy rights, Confidential Information (defined below), and all other proprietary and intellectual property rights related thereto.

If we remove Your Content in response to an IP Right notice, we will notify you. If you believe Your Content was wrongly removed due to a mistake or misidentification in an IP Right notice, you can send a counter-notification to our Copyright Agent (contact information provided above). Please see 17 U.S.C. § 512(g)(3) for the requirements of a proper counter-notification.

10. Paid Services and Payment Information

There are no fees for the use of many aspects of the Services. However, some services, such as Inside.com Premium, may be available for purchase (“Paid Services”).

Inside.com may change the fees or benefits associated with the Paid Services from time to time with reasonable advance notice of material changes, provided, however, that no advance notice will be required for temporary promotions, including temporary reductions in the fees associated with the Paid Services. Notwithstanding the foregoing, any price changes or changes to your subscription plans will apply no earlier than thirty (30) days following notice to you.

You may submit your debit card, credit card, or other payment information (“Payment Information”) via our Services to purchase the Paid Services. We use third-party service providers to process your Payment Information. If you submit your Payment Information, you agree to pay all costs that you incur, and you give us permission to charge you when payment is due for an amount that includes applicable costs, taxes, and other fees. All transactions are final and non-cancelable, and we do not refund or credit for partially used billing periods. If you are delinquent in the payment of any costs, taxes, or other fees, we may, in our sole option, suspend access to the Paid Services until such payment is made in full (with interest, if applicable). All payments will be made without deduction, counterclaim, or set-off, and any payment that is not timely paid as provided hereunder will, at our sole option, bear interest at the rate of the lower of one and one-half percent per month (1.5%/month) or the highest rate permitted by applicable law.

11. Intellectual Property

The Services are exclusively owned by Inside.com. You acknowledge and agree that Insight.com owns all rights, title, and interest in and to the Services, all related IP Rights, visual interfaces, graphics, design, compilation, information, data, computer code, products, services, trademarks, and all other elements of the Services (“Materials”), and all translations, improvements, corrections, adaptations, derivatives, enhancements, changes, additions, revisions and other modifications (collectively, “Modifications”) made to the Services. For avoidance of doubt, all Materials included in the Services are the property of Inside.com or its third-party licensors. You acknowledge and agree that you shall not acquire any ownership rights whatsoever by using the Services, downloading the Materials, or purchasing Inside.com premium or virtual goods. Except as expressly authorized in these Terms, you may not make use of the Materials. Inside.com reserves all rights in and to the Services and Materials not granted expressly in these Terms, and no additional licenses are granted or implied hereunder.

12. Indemnity

Except to the extent prohibited by law, you agree to defend, indemnify, and hold Inside.com, its affiliates, and their respective directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (collectively, “Inside.com Entities”) harmless from and against any claim or demand made by any third-party, and any related liability, damage, loss, and expense (including costs and attorneys' fees) due to, arising out of, or in connection with: (a) your access and use of the Services; (b) your violation of these Terms (including without limitation, the Privacy Policy, and Content Policy); (c) your violation (including without limitation, any user of your Account) of applicable laws or regulations; and (d) Your Content (including without limitation, any Infringement of IP Right of any third-party). We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

13. Disclaimers and Limitation of Liability

THIS SECTION 13 LIMITS OUR LIABILITY, SO PLEASE READ IT CAREFULLY. Nothing in these Terms will prejudice the statutory rights that you may have as a user of the Services. Some countries, states, provinces, or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this Section 13, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.

THE SERVICES, MATERIALS, THIRD-PARTY CONTENT, CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, LEGAL, OR STATUTORY, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE INSIDE.COM ENTITIES DO NOT WARRANT THAT THE SERVICES, MATERIALS, THIRD-PARTY CONTENT, CONFIDENTIAL INFORMATION ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. INSIDE.COM DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY MATERIALS, THIRD-PARTY CONTENT, CONFIDENTIAL INFORMATION OR OTHER CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD-PARTY OR USER, INCLUDING WITHOUT LIMITATION, MODERATORS. WHILE INSIDE.COM ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF OUR SERVICES SAFE, WE DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

IN NO EVENT WILL ANY OF THE INSIDE.COM ENTITIES BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING WITHOUT LIMITATION, THOSE ARISING FROM OR RELATING TO MATERIALS, THIRD-PARTY CONTENT, CONFIDENTIAL INFORMATION OR CONTENT MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM OR RESULTING LOSS OF YOUR CONTENT AND OTHER DATA. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE INSIDE.COM ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR ANY AMOUNT YOU PAID INSIDE.COM IN THE IMMEDIATE PREVIOUS SIX (6) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION 13 WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE INSIDE.COM ENTITIES HAVE BEEN ADVISED OF OR ARE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGE AND EVEN IF ANY REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

14. Governing Law and Venue

We want you to enjoy Inside.com, so if you have an issue or dispute, you agree to raise it and try to resolve it with us informally. You can contact us with Feedback and concerns.

To the fullest extent permitted by applicable law, any claims arising out of or relating to these Terms or the Services will be governed by the laws of the State of California, without regard to its conflict of laws rules; all disputes related to these Terms or the Services will be brought solely in the federal or state courts located in San Francisco, California, and you and Inside.com irrevocably and unconditionally consent to personal jurisdiction in these courts. Any claim or cause of action filed by you or your agents arising out of these Terms or your use of the Services must be filed within one (1) year after such claim or cause of action arises, or be forever barred.

If you are a U.S. city, county, or state government entity, then this Section 14 does not apply to you. If you are a U.S. federal government entity, any claims arising out of or relating to these Terms or the Services will be governed by the laws of the United States of America, without regard to its conflict of laws rules. To the extent permitted by federal law, the laws of California (other than its conflict of law rules) will apply in the absence of applicable federal law. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in San Francisco, California.

15. Changes to these Terms

As stated above, we may make changes to these Terms from time to time. If we make changes, we will post the revised Terms and update the LAST UPDATED date above. If the changes, in our sole discretion, are material, we may also notify you by sending an email to the address associated with your Account (if you have chosen to provide an email address) or by otherwise providing you with notice through our Services. By continuing to access or use the Services on or after the LAST UPDATED date of the revised Terms, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop accessing and using our Services before the changes become effective.

16. Additional Terms

Because we offer a variety of Services, you may be asked to agree to additional terms, policies, guidelines, or rules before using a specific product or service offered by Inside.com (collectively, “Additional Terms”). All Additional Terms are incorporated by this reference into and made a part of, these Terms.

17. Termination

You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing the use of all Services. If you stop using the Services without deactivating your Account, your Account may be deactivated due to prolonged inactivity.

To the fullest extent permitted by applicable law, we may suspend or terminate your Account, moderator status, or ability to access or use the Services at any time for any or no reason, including for violating these Terms or our Content Policy.

The following sections will survive any termination of these Terms or of your Account: 5 (Your Content), 7 (Things You Cannot Do), 12 (Indemnity), 13 (Disclaimers and Limitation of Liability), 14 (Governing Law and Venue), 17 (Termination), and 18 (Miscellaneous).

18. Miscellaneous

These Terms, together with the Privacy Policy, Content Policy ,any Additional Terms, and any other agreements expressly incorporated by reference into these Terms, constitute the entire agreement relating to its subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, warranties, agreements or other communications and prevails over any conflicting or additional terms of any quote, order or other communication between the parties relating to its subject matter. If there is a conflict between these Terms and any term in the Privacy Policy, Content Policy, or Additional Terms, these Terms will take precedence and will govern and control. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. You may not assign or transfer any of your rights or obligations, in whole or in part, under these Terms without our prior written consent. Any attempted assignment in violation of the foregoing shall be null and void. We may freely assign any of our rights and obligations under these Terms. Nothing in these Terms will be deemed to create any agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship between the parties and any user or other person or entity, nor do these terms extend rights to any third party. Except for the email or electronic delivery of operational communications regarding your use of the Services, notices required by these Terms or law must be in writing and will be delivered by personal delivery or first-class mail, and will be deemed delivered three (3) days after they are sent. Notices for Inside.com will be sent to 9415 Culver Boulevard, Culver City, CA 90232, with a copy emailed to legal(at)inside(dot)com. Notices for you will be sent to the address specified in your Account or such other address you may specify in writing in accordance with this Section 18. A party prevailing in any litigation or arbitration related to these Terms or the subject matter hereof will be entitled, in addition to such other relief as may be granted, to an award of reasonable attorneys' fees. Other than for your payment obligations, if a party fails its obligations under these Terms due to a cause beyond the reasonable control of that party, then that obligation will be excused for the duration of that cause. Such delay or failure to meet obligations will not give rise to any claim against that party even if it could otherwise be deemed a breach of these Terms. You are not granted any right to our trademarks. We may identify you as a customer on our website and in our marketing materials.

These Terms are a legally binding agreement between you and Inside.com, Inc. If you have any questions about these Terms, please contact us at legal(at)inside(dot)com.