Insight Library Terms & Conditions


Terms of Use

By accessing ResponseTek’s Insight Library (the “Insight Library”), you are agreeing to be bound by these Terms and Conditions of Use (the “Agreement”). If you do not agree with any of these terms, you are prohibited from using or accessing the Insight Library.


Use License

Permission is granted to use the Insight Library for professional file sharing only.

You acknowledge that ResponseTek retains all right, title and interest in and to the Insight Library and all software, materials, formats, interfaces, information, data, content and information and technology used by ResponseTek or provided to you in connection with the Insight Library and any modifications to or derivative works of any of the foregoing (together (including the Insight Library) the “ResponseTek Technology”), and that the ResponseTek Technology is protected by intellectual property rights owned by or licensed to ResponseTek. Other than as expressly set forth herein, no license or other rights in the ResponseTek Technology are granted to you, and all such rights are hereby expressly reserved by ResponseTek. Your access to the ResponseTek Technology shall in no way be construed as granting you any rights other than those explicitly granted herein to the ResponseTek Technology or the materials contained therein.

You shall not and shall not attempt to, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the ResponseTek Technology, modify, translate, or create derivative works based on the ResponseTek Technology or authorize any third party to do so; rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the ResponseTek Technology; use the ResponseTek Technology for timesharing or service bureau purposes or otherwise for the benefit of a third party; obfuscate, remove or alter any of the logos, trademarks, internet links, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the ResponseTek Technology; or send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

ResponseTek will not deliver or otherwise make available any copies of computer programs or code of any kind with respect to the ResponseTek Technology. In the event that ResponseTek, at its sole discretion, reasonably believes that the integrity of the ResponseTek Technology is in jeopardy as a result of your use of or access to the ResponseTek Technology, ResponseTek may restrict or suspend your access to the ResponseTek Technology without liability.

You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the ResponseTek Technology, and for paying all third-party access charges (e.g., kiosk, ISP, telecommunications) incurred while using the ResponseTek Technology.


Passwords and Security

Passwords. You will choose or be given all applicable passwords to use in connection with the ResponseTek Technology. You are responsible for maintaining the confidentiality of all of your passwords and accounts.

Your Responsibilities. You are responsible for any and all activities that occur under your account. Each password may be used by one individual named person only and may not be shared. You must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the ResponseTek Technology, including those related to data privacy, international communications and the transmission of technical or personal data. In the event of any breach of the foregoing, in addition to any other remedies available at law or in equity, ResponseTek shall have the right to immediately restrict or suspend your access to the ResponseTek Technology without liability.

Security. You shall (i) notify ResponseTek immediately of any unauthorized use of your account or any other known or suspected breach of security; (ii) immediately report to ResponseTek and use reasonable efforts to immediately stop any copying or distribution of content; and (iii) not impersonate another ResponseTek user or provide false identity information to gain access to or use the ResponseTek Technology. ResponseTek will not be liable for, and you shall indemnify ResponseTek in respect of, any loss or damage arising from your failure to comply with these requirements.


Confidentiality

Each party agrees to keep confidential all Confidential Information that is provided to it by the other party pursuant to this Agreement.

Each party agrees (a) to hold the other party’s Confidential Information in strict confidence, (b) to limit access to the other party’s Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Agreement, and (c) not to use such Confidential Information for any purpose except as expressly permitted hereunder. Notwithstanding the foregoing, the receiving party will not be in violation of the Agreement where a disclosure is made in response to a valid order or requirement by a court or other governmental body, provided that the receiving party gives the other party prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.

The restrictions on use and disclosure of Confidential Information set out above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, as shown by the receiving party’s competent written records, or (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.


Term & Termination

Term. This Agreement shall continue for the term agreed by the parties.

Termination for Cause. Either party may terminate this Agreement at any time upon written notice to the other party:
a) if the other party materially breaches this Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach; or
b) if the other party files, or has filed against it, a petition of bankruptcy or makes an assignment for the benefit of creditors, which is not thereafter dismissed within sixty (60) days, or is unable to pay its debts as they fall due for a period of sixty days, or a receiver, manager, liquidator, administrator, or the local equivalent thereof is appointed of all or a substantial part of the other party’s assets and such appointment is not revoked or withdrawn within thirty (30) days of the appointment.

Effect of Termination. Upon the termination of this Agreement for any reason, (a) ResponseTek will immediately cease providing you with access to the ResponseTek Technology; (b) any amounts owed to ResponseTek under this Agreement before such termination will become immediately due and payable


Disclaimer

THE RESPONSETEK TECHNOLOGY IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND RESPONSETEK DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF IMPLIED WARRANTIES MAY NOT BE DISCLAIMED UNDER APPLICABLE LAW THEN, SUBJECT TO ANY RESTRICTIONS UNDER APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW. YOU ACKNOWLEDGE AND AGREE THAT RESPONSETEK SHALL NOT BE LIABLE TO YOU DUE TO THE DISCONTINUANCE OF THE OPERATION OF ANY PART OF THE INTERNET OR THE REGULATION OF THE INTERNET THAT MAY RESTRICT OR PROHIBIT ACCESS TO THE RESPONSETEK TECHNOLOGY. RESPONSETEK DOES NOT REPRESENT OR WARRANT THAT THE RESPONSETEK TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE RESPONSETEK TECHNOLOGY IS DONE AT YOUR RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR NETWORK, OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE RESPONSETEK TECHNOLOGY.


Indemnity

You are solely responsible for files that you upload onto the Insight Library and you will not transmit through the Insight Library any information, data or material that: (a) infringes or violates any intellectual property rights, publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information.

If any action is instituted by a third party against ResponseTek (a) arising out of or relating to your use of the ResponseTek Technology or the Materials other than in accordance with the terms of this License; or (b) alleging that Materials uploaded on to the Insight Library by you, infringe the intellectual property, privacy or other right of a third party or otherwise causes harm to a third party, you will defend such action at your own expense on behalf of ResponseTek and shall pay all damages attributable to such claim which are finally awarded against ResponseTek or paid in settlement of such claim.


Limitations

In no event shall ResponseTek or its suppliers be liable for any damages (including, without limitation, indirect or consequential loss or damage, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on ResponseTek’s Insight Library, even if ResponseTek or a ResponseTek authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. While files are encrypted at rest in our possession, ResponseTek takes no responsibility for, and will not be liable for, any damage arising from files uploaded to our servers.


Intellectual Property Indemnity

ResponseTek shall indemnify you and your successors and assigns (the “Indemnified Party”) from and against any and all losses, damages, costs and reasonable expenses which the Indemnified Party directly suffers to the extent arising out of or in connection with the authorized use of the intellectual property rights of ResponseTek which are finally proven by a court of law to infringe the intellectual property rights of any third party; provided however this indemnification does not apply to the extent that the claim arises from your negligent acts or omissions, breach of this Agreement, to the extent caused by the alteration or modification of the ResponseTek Technology other than by ResponseTek, or as a result of the combination of the ResponseTek Technology with any other software or technology not approved by ResponseTek. This indemnity is subject to you notifying ResponseTek promptly in writing after becoming aware of such claim. ResponseTek shall have the right to control the defense of the claim. In no event shall you settle any such claim without ResponseTek’s prior agreement in writing. In the event that a claim is made under this section or ResponseTek reasonably believes that a claim may be made it may, at its sole option and expense (i) procure for you the right to continue using the ResponseTek Technology, or (ii) replace or modify the offending part of the ResponseTek Technology, provided that such does not result in a material reduction in the functionality of the ResponseTek Technology, or (iii) terminate this Agreement and refund to you all prepaid fees relating to the ResponseTek Technology applicable to the remainder of term after the effective date of termination. This paragraph sets forth the entire obligation of ResponseTek and your exclusive remedy against ResponseTek or any of its suppliers for any alleged infringement or adjudicated infringement or misappropriation of any patent, copyright or other intellectual property right or proprietary right by ResponseTek.


Security of Data

ResponseTek shall maintain an information security program that is designed to protect against anticipated threats to the security or integrity of data stored on the Insight Library.


Miscellaneous

Non-waiver. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder.

Survival. Each provision of this Agreement reasonably intended by its terms to survive termination or expiration of this Agreement shall so survive.

Force Majeure. If either of the parties becomes unable to carry out the whole or any part of its obligations under this Agreement for any reason beyond its reasonable control including, without limitation, acts of God, adverse weather, acts of governmental authorities, riots, strikes, fire, flood, epidemics, war, terrorism (including cyberterrorism), failure of public utilities or damage or destruction of any network facilities or servers (each an “Event of Force Majeure”), then the performance of the obligations of the affected party shall be excused during the continuance of any inability so caused, but such inability shall as far as possible be remedied with all reasonable dispatch. Either party shall give immediate notice to the other party upon becoming aware of an Event of Force Majeure. If an Event of Force Majeure continues for a period exceeding three months or such other period as is mutually agreed to by the parties, the other party may terminate this Agreement by giving the affected party seven days’ notice of its intention to do so.

Unenforceable Provisions. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from this Agreement with all other provisions remaining in full force and effect.

Assignment. You may not assign, transfer, or sublicense this Agreement.

Applicable Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein. All disputes that cannot be settled amicably shall be finally determined by the courts of British Columbia.

Amendment. ResponseTek may amend this Agreement from time to time in its sole discretion.