Last Modified: September 27, 2018
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
1. Our Products and the Service
The Service provides a place for you to learn about your energy usage and operations of your home or business location.
This is a contract between you and Inspire. You must read and agree to these terms before using the Service or the Inspire Products. If you do not agree, you may not use the Service or the Inspire Products. You may use the Service or the Inspire Products only if you can form a binding contract with Inspire, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Service or the Inspire Products by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service and the Inspire Products are not available to any Users previously removed from the Service or denied purchase and use of the Inspire Products by Inspire.
1.2 Limited License
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service for your personal, noncommercial use only and as permitted by the features of the Service. Inspire reserves all rights not expressly granted herein in the Service and the Inspire Content (as defined below). Inspire may terminate this license at any time for any reason or no reason.
1.3 User Accounts
Your account on the Service (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization, or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Inspire with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.
You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your User Account. You must notify Inspire immediately of any breach of security or unauthorized use of your User Account. Inspire will not be liable for any losses caused by any unauthorized use of your User Account.
By providing Inspire your email address you consent, except where prohibited by applicable law, to our using the email address to send you notices related to the Service and the Inspire Products, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences by emailing us at firstname.lastname@example.org. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
1.4 Changes to the Service
We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
1.5 Disputes with Other Users
You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Inspire shall have no liability for your interactions with other Users, or for any User’s action or inaction.
1.6 Service Location
Unless otherwise explicitly stated, the Service and the Inspire Products are solely directed to individuals, companies, or other entities located in the United States. Inspire makes no representations that the Service or the Inspire Products are appropriate or available for use in other locations other than the United States. Those who access or use the Service or the Inspire Products from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service or the Inspire Products if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.
2. Marketplace Services; Third Party Content
Certain portions of the Service and the Inspire Products may allow you to provide information to us, such as information regarding their home or business’ energy usage, and, based upon that information, as well as other information, we may provide you with recommendations regarding products and services that may be of interest to you (“Inspire Offers”). We may disclose when a particular Inspire Offer is sponsored or otherwise provided by a third party.
The products and services that are the subject of Inspire Offers may not be owned or controlled by Inspire. Inspire Offers are provided to you as a convenience, and Inspire does not endorse, warrant, guarantee, or assume any responsibility for any such third-party sites, information, materials, products, or services. Inspire is not an agent or broker or otherwise responsible for the activities or policies of those third parties. To the extent that pricing information or other terms are provided in connection with an Inspire Offer, Inspire does not guarantee that such pricing or other terms are actually the terms that may be offered to you if you pursue the Inspire Offer or that they are the best terms or lowest rates you may receive for the applicable products and services. Inspire may receive compensation from such third parties which may impact the placement and availability of the Inspire Offers.
3. Inspire Energy Services
In addition to the Service, Inspire provides additional clean energy services (“Inspire Energy Services”). In order to use Inspire Energy Services, you must register for the applicable Inspire Product and transfer your current energy supply services to Inspire. All use of any Inspire products or services is governed by a separate Disclosure Statement (“Disclosure Statement”) that will be made available to you prior to enrolling in or initiating any Inspire Energy Services. The terms of the Disclosure Statement are incorporated herein by reference, and you must agree to the terms and conditions of the Disclosure Statement in order to use any Inspire Energy Services. By agreeing to the terms and conditions of the Disclosure Statement and transferring your current utility account to Inspire, you are agreeing to conduct business and transact electronically, rather than with paper documents and wet signatures. In the event of a conflict between the terms of this Agreement and the Disclosure Statement, the terms of the Disclosure Statement will control.
4. Inspire Connected Services
For the purposes of this Agreement:
- “Auxiliary Products” means any third-party product that you can interact with or operate via the Inspire Connections Software using a Connected Inspire Product.
- “Connected Inspire Products” means those Inspire Products that contain the Inspire Connections Software that can be used to interact with or operate Auxiliary Products.
- “Connected Products” means the Auxiliary Products and the Connected Inspire Products, collectively.
- “Inspire Connections Software” means the software provided by Inspire that enables connectivity between the Connected Inspire Products and the Auxiliary Inspire Products.
4.2 Connected Services Description and Requirements
As part of the Service, you may monitor and adjust your Auxiliary Products’ energy usage in your home or office through your Connected Inspire Products (“Connected Services”). To access and use the Connected Services, you will need: (a) the Connected Products you wish to use with the Connected Services; (b) broadband internet access for your Connected Products and the Connected Services; and (c) a supported user interface(s) to install, configure, and use the Connected Products and the Connected Services. Your ability to use and the performance of the Connected Services may be affected by the Connected Products you use, your internet connection, and compatible software. The Connected Products you use to access user interfaces (such as your mobile phone, tablet, laptop, or other device) must meet system and compatibility requirements to access the Connected Services. These system and compatibility requirements are solely determined by us, and we may update and modify them in our sole discretion. You acknowledge that system and compatibility requirements updates and modifications may result in your Connected Products no longer being compatible with the Connected Services. You are responsible for continuing to ensure that your Connected Products meet updated or modified system and compatibility requirements.
4.3 Your Responsibility for Broadband Internet and Power for the Connected Services
The Connected Services require a reliable and working broadband internet connection or cellular service to send and receive information from your Connected Products. If your Connected Products lose power, the Connected Services may be inoperable or limited. Your receipt of notifications sent to you depends on your Connected Products, devices and service providers (and equipment they supply you to deliver their services). We cannot and do not provide any guarantees for the availability or security of these products and services (including any equipment not provided by us). It is your responsibility to ensure that your Connected Products’ batteries have power.
4.4 Smart Device Standards
The Connected Services and the Connected Products may use various open or commonly available standards or means to work with smart or connected devices that are also used by other systems or services in relation to smart or connected devices and products, including Z-Wave, Zigbee HA, Wi-Fi, Bluetooth, and IP devices. However, not all smart or connected devices will work with each standard, or they may have limited features or functionality, even if designed to operate using these connection methods.
4.5 Third Party Products or Services Registrations
Some Auxiliary Products or third party services require registration in order to function, work with the Connected Services, or access all the features or uses you may want from those Auxiliary Products or third party services. You understand that your registration with third parties may contain terms, conditions, privacy statements or notices, limitations, and exclusions between you and these third parties. You agree that we are not responsible to you for these additional registration requirements and you must look solely to those third parties for any issues, concerns, loss, damages, harm, or liability related to the requirement to register your products and the terms of such registration.
4.6 Smoke and Carbon Monoxide Detectors / Battery-Powered Devices
YOU AGREE THAT YOU ARE RESPONSIBLE FOR COMPLIANCE WITH ANY LAW, CODE AND REQUIREMENTS THAT APPLY TO INSTALLATION OR SERVICE OF SMOKE OR CARBON MONOXIDE DETECTORS. THE INSTALLATION OF SUCH DEVICES DOES NOT NECESSARILY CONSTITUTE A FIRE ALARM SYSTEM AS MAY BE REQUIRED BY LOCAL CODE OR DESCRIBED IN THE APPLICABLE NATIONAL FIRE ALARM AND SIGNALING CODE STANDARDS. SUCH DEVICES REQUIRE ELECTRICITY AND BATTERIES FOR PROPER OPERATION AND IT IS YOUR RESPONSIBILITY TO REGULARLY TEST SUCH DEVICES AND REPLACE BATTERIES AND THE DEVICES AS RECOMMENDED BY THE DEVICE MANUFACTURERS. YOU ARE SOLELY RESPONSIBLE FOR CHECKING AND REPLACING BATTERIES THAT ARE LOW OR DEAD. We make no representation that the fire alarm equipment meets local code requirements or constitutes a fire alarm system as that term is defined by any local authorities that may regulate or otherwise have jurisdiction over fire alarm systems in your premises. We recommend that you have a fire alarm system installed by a licensed alarm professional pursuant to the applicable National Fire Alarm and Signaling Code standards and your local authorities’ recommendations.
4.7 Access to Premises
You agree to allow Inspire and its service providers (including without limitation Inspire’s installation partners), agents, and affiliates the right to enter your premises physically, remotely or electronically at reasonable times if and as may be necessary for any installation, support, repair or maintenance services that you may request from time to time. Such services, if offered, may require an additional charge. You represent and warrant that you are either the owner of such premises or have the authority to give Inspire and its service providers, agents, and affiliates access to your premises. If you are not the owner of such premises, you are responsible for obtaining any necessary approval from the owner to allow Inspire and its service providers, agents, and affiliates onto the premises to perform such installation, support, repair or maintenance services. In addition, you agree to supply us, if requested, with the premises owner’s contact information and/or evidence that the owner has authorized you to grant access to the premises. You are not aware of any hazardous conditions on the premises. You agree to notify Inspire immediately of any changes of ownership or occupancy of the premises.
4.8 Connected Products
You agree to access and use the Connected Services solely through the Connected Products and only in compliance with the terms and conditions of this Agreement. If you need customer support services in connection with your use of the Connected Services or the Connected Products, please contact us at email@example.com. You acknowledge that any removal, change or update to the Connected Products may interrupt the Connected Services. The Connected Products may only be used for your premises. You understand and acknowledge that if you attempt to install or use the Connected Products at a location other than your premises, the Connected Services may fail to function or may function improperly. You agree that you will not allow anyone other than Inspire or its service providers, agents, and affiliates to service the Connected Products and the Connected Services.
4.9 Inspire Connected Services Ownership
The Inspire Connections Software, along with any other firmware or software owned by Inspire that is necessary to the functioning of the Connected Services, is protected by trademark, copyright, patent, and/or intellectual property laws and international treaty provisions. You are hereby granted a revocable, limited, non-exclusive, non-transferrable, non-sublicensable license to use the Inspire Connections Software and such firmware and software in object code form (without making any modification thereto) strictly for your personal use in accordance with this Agreement. You acknowledge and understand that you are not granted any other license to use the firmware or software embedded in the Connected Products or used to provide the Connected Services. You expressly agree that you shall not take any action nor allow anyone else to take any actions that will reverse compile, disassemble, reverse engineer or otherwise attempt to derive the source code from the binary code of the Connected Products, the Connected Services, the Inspire Connections Software, or any related firmware or software.
5. Our Proprietary Rights
The Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Inspire Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Inspire and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Inspire Content. Use of the Inspire Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Inspire under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Inspire does not waive any rights to use similar or related ideas previously known to Inspire, or developed by its employees, or obtained from sources other than you.
6. Inspire Product Purchases; Paid Services
6.1 Sale of Inspire Products
- Ordering Inspire Products. After you place an order for Inspire Products, we will review the information you provided for validity by verifying your method of payment, billing, and/or shipping address. Orders may not be accepted for delivery to certain addresses and territories based upon your location. We may contact you (via email or phone) if additional information is required to accept and process your order. Invalid order information may result in delays processing your order. For Inspire Product purchases, your receipt of an order confirmation does not constitute Inspire’s acceptance of your order. Without prior notification, Inspire maintains the right to limit the Inspire Product order quantity and the right to refuse to sell Inspire Products to any customer for any reason or no reason at all. Inspire reserves the right not to sell to resellers, dealers, or distributors. If your order is canceled, we will attempt to notify you using the email address you have given us with the order.
- Inspire Product Descriptions; Pricing. We have tried to be as accurate as possible in describing and displaying the features of the Inspire Products made available for purchase through the Service; however, there is no warranty or guarantee that the colors, quality, product descriptions, or other content of the Service relating to or otherwise describing the Inspire Products is accurate, complete, reliable, current, or error-free. We reserve the right in our sole discretion to change prices for Inspire Products displayed at/on the Service at any time, and to correct pricing errors that may inadvertently occur.
- Shipping. We will ship the Inspire Product(s) you purchase via the shipping method of our choice, on such other terms and conditions (such as applicable shipping and handling fees) that we may disclose to you at the time of your purchase. We do not guarantee the services of any shipping service, and delivery dates and times are estimates and are not guaranteed. We will, however, use commercially reasonable efforts to dispatch the Inspire Products to you as soon as reasonably possible after you place your order. During busy times, such as holiday periods and periods of inclement weather, there may be additional processing and shipping delays. You agree to not hold Inspire liable for any shipping issues. Most package carriers have a short time frame in which to initiate claims. We recommend that you inspect your package for damage immediately upon arrival. If there is a problem, contact the delivery service immediately to resolve any problems. Unless otherwise provided by notice from Inspire, all Inspire Products are shipped F.O.B. from any place we designate the Inspire Products to leave. Title to Inspire Products purchased, as well as the risk of loss for such Inspire Products, passes to you when Inspire or our supplier delivers these items to the carrier. At our discretion, we may choose to halt, or alter, the delivery of an order, even though it is in the hands of a delivery agent or shipping company. We may do this as a customer service or in cases where we suspect fraud. You agree to pay any additional charges that may arise to do circumstances in which we take such action.
- Cancelling an Order of or Returning the Inspire Products. If you would like to cancel an order for Inspire Products, you should contact us at 855-683-6216 as soon as possible after the order has been placed. Once you have received the Inspire Products, you may return the Inspire Products for a refund of the price you paid Inspire for the Inspire Products for any or no reason within seven (7) days following the earlier of the delivery or installation of the Inspire Products; provided that: (a) to receive a refund, the returned Inspire Products must be as-new and in their original packaging; and (b) you will be responsible for any and all shipping and installation or removal costs in connection with returning returned Inspire Products. For any valid refund, Inspire will credit the amount you paid Inspire for the returned Inspire Products to the original payment method you used to purchase the returned Inspire Products.
- Personal Use Only. You agree to comply with all applicable laws and regulations of the country to which you ship your Inspire Products. You agree and represent that you are buying Inspire Products for your own internal use only, and not for resale or export.
- No Transfer of Intellectual Property. Except as otherwise provided in this Agreement, the sale to you of the Inspire Products does not convey to you any Intellectual Property Rights in the Inspire Products or any firmware or software contained therein (including without limitation the Inspire Connections Software), including but not limited to any rights under any patent, trademark, copyright, or trade secret.
6.2 Paid Portions of the Service
- Paid Services. Certain aspects of the Service may be provided for a fee or other charge. If you elect to use paid aspects of the Service, you agree to any pricing and payment terms, as we may update them from time to time. Inspire may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.
- Cancelling the Service. You may cancel your User Account at any time; however, there are no refunds for cancellation. In the event that Inspire suspends or terminates your User Account or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your User Account, or for anything else.
You acknowledge and agree that any offers made available through the Service, including without limitation offers for the Inspire Products and Inspire Offers, are subject to change at any time and from time to time.
6.4 Payment Information; Taxes
All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with Inspire must be accurate, complete, and current. We accept various methods for payments made through the Service (including without limitation any purchases of Inspire Products) and you agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with Inspire at the prices in effect when such charges are incurred. Inspire will not fulfill any monetary transaction interaction without authorization validation of your purchase from your payment method. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
6.5 California Residents
The provider of services is Inspire Energy Holdings, LLC, 30 S. 15th Street, Suite 1400, Philadelphia, PA 19102, telephone (866) 403-2620, and email firstname.lastname@example.org. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
7. No Responsibility for Results of Your Use of Information
All information provided to you through the Service or the Inspire Products, including but not limited to information relating to your energy usage, is for informational purposes only and should not be construed as professional advice. No action should be taken based solely upon any information contained in the Service or the Inspire Products and you acknowledge and agree that we are not responsible for any use you may make of that information, or the results of your use of such information. Your situation is unique, and you should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
8. Text Messaging
9. Privacy and Security
Inspire cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
You agree to defend, indemnify and hold harmless Inspire and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service and the Inspire Products, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any content of any kind that is submitted via your User Account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party’s access and use of: (i) the Service with your unique username, password or other appropriate security code or (ii) your Inspire Products.
11. Limited Hardware Warranty
Inspire warrants any and all hardware sold as part of the Inspire Products (“Inspire Hardware”) will be free from manufacturing defects for a period of ninety (90) days from the date of purchase unless otherwise specified on the applicable Inspire Hardware (“Warranty Period”). You must, at your expense, return all defective Inspire Hardware to Inspire within the Warranty Period. If Inspire Hardware is found to be defective by Inspire upon its inspection and at its sole discretion, your sole remedy and Inspire’s sole responsibility and liability to you will be to repair or replace the defective Inspire Hardware at Inspire’s cost. Replacement parts used in the repair of products may be new or refurbished. If, upon its inspection, Inspire discovers that you have modified, changed, or altered the Inspire Hardware in any way (including without limitation any firmware included therein), this limited warranty is waived. Any Inspire Hardware that has been repaired or replaced under this warranty shall have warranty coverage for the remainder of the Warranty Period.
This limited warranty is subject to several important restrictions:
- This limited warranty only applies to Inspire Hardware purchased directly from Inspire or from one of Inspire’s authorized resellers.
- This limited warranty is valid only for the original purchaser of the Inspire Hardware, and it cannot be transferred to another person upon the sale, lease, or transfer of the Inspire Hardware.
- This limited warranty does not cover normal wear and tear.
- This limited warranty does not apply to anything other than defects in the manufacturing and workmanship of the Inspire Hardware.
- The limited warranty is waived if you seek to repair the Inspire Hardware using anything other than approved Inspire products and services, or if you seek to combine the Inspire Hardware with any third-party product.
Inspire gives no warranty regarding the life of the batteries used in the Inspire Products. Actual battery life may vary depending on a number of factors, including the configuration and usage of an Inspire Product.
12. No Other Warranties; Disclaimer
Except as otherwise provided in this Agreement, the Inspire Products and the Service are provided on an “as is” and “as available” basis and Use of the Inspire Products and the Service is at your own risk. Except as otherwise provided in this Agreement and to the maximum extent permitted by applicable law, the Inspire Products and the Service are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by you from Inspire or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing and except as otherwise provided in this Agreement, Inspire, its subsidiaries, its affiliates, and its licensors do not warrant that the Inspire content is accurate, reliable or correct; that the Service or the Inspire Products will meet your requirements; that the Service or the Inspire Products will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service or the Inspire Products are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service or the Inspire Products is downloaded at your own risk and you will be solely responsible for any damage to your computer system or mobile device or loss of data that results from such download or your use of the Service or the Inspire Products.
Further, Inspire does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or the Inspire Products or any hyperlinked website or service, and Inspire will not be a party to or in any way monitor any transaction between you and third-party providers of products or services.
Federal law, some states, provinces and other jurisdictions do not allow the exclusion and limitations of certain implied warranties, so the above exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers and exclusions under this Agreement will not apply to the extent prohibited by applicable law.
13. Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Inspire, its affiliates, agents, directors, employees, suppliers or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, arising out of or relating to the use of, or inability to use, the Service or the Inspire Products. Under no circumstances will Inspire be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Inspire Products or the Service or your account or the information contained therein.
To the maximum extent permitted by applicable law, Inspire assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our service or the Inspire Products; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service or the Inspire Products; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through our service or the Inspire Products by any third party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service or the Inspire Products; and/or (vii) the defamatory, offensive, or illegal conduct of any third party. In no event shall Inspire, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount you paid to Inspire hereunder or $100.00, whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Inspire has been advised of the possibility of such damage.
Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This Agreement gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
14. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
14.1 Governing Law
This Agreement shall be governed by the internal substantive laws of the State of California without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Los Angeles County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Los Angeles County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM INSPIRE. For any dispute with Inspire, you agree to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that Inspire has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Los Angeles County, California, unless you and Inspire agree otherwise. If you are using the Service or the Inspire Products for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Service or the Inspire Products for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Inspire from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
14.3 Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND INSPIRE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
15. Additional Terms for Mobile Applications
15.1 Mobile Applications
We may make available software to access the Service or the Inspire Products via a mobile device (“Mobile Applications”). To use any Mobile Applications you must have a mobile device that is compatible with the Mobile Applications. Inspire does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Inspire hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one Inspire User Account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that Inspire may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and Inspire or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Inspire reserves all rights not expressly granted under this Agreement. If the Mobile Applications is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Service and the Inspire Products and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Mobile Applications originates in the United States, and is subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications, the Service and the Inspire Products.
15.2 Mobile Applications from Apple App Store
The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and Inspire, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Inspire as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Inspire as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, Inspire, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Inspire acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Inspire without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
16.2 Notification Procedures and Changes to the Agreement
Inspire may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Inspire in our sole discretion and subject to applicable law. Inspire reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Inspire is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Inspire may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service or the Inspire Products after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service and the Inspire Products.
16.3 Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements you may enter into with Inspire in connection with the Service and the Inspire Products, including but not limited to any Disclosure Statement, shall constitute the entire agreement between you and Inspire concerning the Service and the Inspire Products. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
16.4 No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Inspire’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact us at firstname.lastname@example.org with any questions regarding this Agreement.