Welcome to InSession™, operated by InSession, Inc., located at 99 Bank St. Suite 5B New York, NY 10014 (“InSession,” “we,” or “our”).
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
2. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
3. Eligibility. You must be at least eighteen (18) years of age. By using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
The Service is also not available to any users who have been previously removed or suspended from the Service.
4. Commercial Use of Service. If you are using and/or accessing the Service on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that:
Illegal and/or unauthorized uses of the Service include, but are not limited to, collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Service in any fraudulent or misleading manner, any unreasonable automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, harvesting or data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Service or the networks or services connected to the Service, and using the Service in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Service may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Service is with the permission of InSession, which may be revoked at any time, for any reason, in InSession’s sole discretion.
5. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify InSession of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. InSession will not be liable for any loss or damage arising from your failure to comply with this provision. You should not access your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your automatic sign in feature if you have it linked to your InSession account.
6. Your Use of the Service
a. You must not copy or capture, or attempt to copy or capture, any content from the Websites or Service, unless given express permission by InSession.
b. You must not copy, republish, adapt, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any content on or from the Websites and/or Service.
c. You must not use any content in any way that is designed to create a separate service or that replicates any part of the offering of the Service.
d. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any content.
e. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service.
f. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any Content appearing on the Service.
g. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to content on the Service.
h. You must not use the Service to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
i. any content that is abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in InSession’s sole and reasonable discretion;
ii. any information, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
iii. any content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise illegal or unlawful in InSession’s sole and reasonable opinion;
iv. any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Service or servers or networks forming part of, or connected to, the Service, or which does or might restrict or inhibit any other user’s use and enjoyment of the Service; or
v. any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
i. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
j. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
k. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any InSession employee. If InSession determines that any user has threatened, stalked, harassed, or verbally abused any InSession employee or another InSession Member, InSession reserves the right to immediately terminate that user’s membership and suspend access to the Service. Any user so suspended shall not be entitled to any refund of unused subscription fees.
l. You must not sell or transfer, or offer to sell or transfer, any InSession account to any third party without the prior written approval of InSession.
m. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping, without prior authorization.
o. Any emails that you send using the Service must comply with the US CAN-SPAM Act. For more information on the US CAN-SPAM Act, see https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business.
p. You shall only use the Service and any InSession Equipment in compliance with this Agreement. You shall be solely responsible for providing for any security or privacy that you may desire for your computer network and any data stored on your network or accessed through the Service. You acknowledge and assume all liabilities relating to, and risks associated with, unauthorized access by a third party via the Service to your computer network and data.
q. InSession will provide you with a range of Internet Protocol addresses (the “IP Addresses”) for your use in connection with the Service. You may not use any IP Addresses that have not been provided to you by InSession. Title to the IP Addresses shall at all times remain with InSession and accordingly, the IP Addresses are not transferable to you or any third party. If in InSession’s sole determination you fail to fully utilize all of the assigned IP Addresses, InSession may withdraw any underutilized IP Address from you. InSession may change your IP Addresses upon fifteen (15) days’ notice. You are solely responsible for any usage of the Service and the Internet, including posting, downloading, and making additions, deletions and changes made via your assigned IP Addresses, whether conducted with or without your authorization or knowledge. You shall immediately notify InSession, and subsequently confirm in writing as soon as possible thereafter, if you become aware of or suspect that the security of your assigned IP Address has been broken. Upon receipt of such notice, InSession shall either issue you a replacement IP Address or take such other reasonable measures as InSession deems appropriate in the circumstances.
7. Representations and Warranties. You hereby represent and warrant to InSession as follows:
b. Your Content and the availability thereof on the Service does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
c. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Websites and via any third party services.
d. Your Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and
e. Your Content, including any comments that you may post on the Websites, is not and will not be unlawful, offensive, abusive, libelous, defamatory, racist, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion, or sexual orientation.
f. Your Content does not and will not create any liability on the part of InSession, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
InSession reserves the right to remove Your Content, suspend or terminate your access to the Service and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.
InSession and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Websites by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Websites. By using the Websites, you irrevocably waive the right to assert any claim with respect to any of the foregoing against InSession, or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, or shareholders.
g. You Bear Risk of Upload. InSession uses reasonable security measures in order to attempt to protect Your Content. However, InSession cannot guarantee that there will be no unauthorized copying or distribution of Your Content nor will InSession be liable for any copying or usage of Your Content not authorized by InSession. You hereby release and forever waive any claims you may have against InSession for any such unauthorized copying or usage of Your Content, under any theory of liability. THE SECURITY MEASURES TO PROTECT YOUR CONTENT USED BY INSESSION HEREIN ARE PROVIDED AND USED “AS-IS” AND WITH NO WARRANTIES OR ASSURANCES THAT SUCH SECURITY MEASURES WILL WITHSTAND ATTEMPTS TO EVADE SECURITY MECHANISMS OR THAT THERE WILL BE NO CRACKS, DISABLEMENTS OR OTHER CIRCUMVENTION OF SUCH SECURITY MEASURES.
8. Membership and Subscription; Pricing. Should InSession offer a free membership, you may become a free Member of the Service at no cost. As a free Member, you will have the ability to participate in some, but not all, of the features and services available within the Service. In order to access additional features and services, you must become a paying subscriber to the Service.
Please note that paying subscribers will only be granted Editor, Author, Contributor, or Subscriber access, unless the paying subscriber elects to purchase the “Custom Buyout Option” offered by InSession, in the event that the paying subscriber purchases the Custom Buyout Option, Administrator access will be granted.
a. Custom Domain Fees. Your custom web domain is free for the first year; each year thereafter will be $25.00. This price is subject to change without notice.
You own your custom domain; however, if you elect to cancel your subscription, you must pay a one-time domain transfer fee of $25.00. If we purchased a custom domain for you as part of your subscription, then we own the domain.
b. Hosting Fees. You will be subject to hosting fees as soon as you sign up on the Service.
c. Copywriting. Copywriting is not automatically included with your subscription. We will, however, provide you with pre-written copy which you are free to use on your website. However, if and when you cancel your subscription to the Service, you acknowledge and agree that you will immediately remove such copy from your website.
d. Design Fees. You will be entitled to three (3) rounds of edits to your custom website, which edits shall be included in your subscription. Any additional edits will be billed at a rate of $85 per hour, with a minimum charge of $20.
e. SEO Service. SEO Service is a minimum 4 month commitment required, with a 12-month total commitment needed, billed monthly. You are expected to stay at the agreed upon price for 12 months. You can cancel SEO Services at any time and we will not bill you for future months beyond the initial 12-month commitment. However, you will not be refunded the cost of the past, present or future months. When you cancel, you become responsible for maintaining any and all of the onsite or offsite optimizations previously completed by the SEO Service.
If you cancel SEO Service within 48 hours of buying them, you can receive a full refund. After 48 hours, however, you will have to pay for the first month and you will not be billed for future months.
f. Account Suspension and Re-Activation. If your account is suspended due to a missed renewal due to, but not limited to, an expired credit card, or your request for cancellation, you can request re-activation upon credit card update, however, there is a $10.00 re-activation fee for sites that have not been updated within 48 hours and a $50 reactivation fee for sites that have not been updated in more than 14days. In the case of a website that remains inactive and unpaid for longer than 90 days, the reactivation fee is $250.00 if the site has been removed from our system.
g. Copyright, Limited-use license. For a limited-use license to use our text and design elements outside of an active subscription including files copied from our servers, the fee is $1,000. The $1,000 license will be charged in $100.00 installments each month. These fees are non-refundable.
10. Subscriptions; Charges on Your Account.
a. General. InSession bills you through an online account (your “Billing Account”) for use of the Service. You agree to pay InSession all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize InSession to charge your chosen payment provider (your “Payment Method”) for the Service. You agree to make payment using that selected Payment Method. InSession reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.
b. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. InSession may submit periodic charges (e.g. monthly) without further authorization from you, until you provide prior notice (confirmed in writing by InSession) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before InSession could reasonably act. Contact InSession at [email protected] to change your payment method or cancel your paid membership by a provider of your chosen Payment Method (the “Payment Method Provider”). For your convenience, we take your payment information so that your InSession membership will not be interrupted. We auto-renew your membership at the level you selected. Your InSession subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable).
c. Cancellation and Refund. To cancel, simply contact us at [email protected] 30 days before you wish for your cancellation to become effective. You acknowledge and agree that you will be required to pay a cancellation fee of between $50 and $99, depending on your plan. Your sign up fee and any monthly hosting fees are non-refundable and you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
d. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY INSESSION IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE INSESSION ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT INSESSION MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY INSESSION).
e. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
f. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that InSession is authorized to charge your Payment Method. InSession may submit those charges for payment and you will be responsible for such charges. This does not waive InSession’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
11. Shipping; Shipping Costs and Taxes. If you elect to purchase physical goods on the Service, your total price will include the price of the product plus any applicable shipping costs and sales tax. The shipping costs will depend on your shipping address and the weight of your package; sales tax will depend on both your shipping address and the sales tax rate in effect at the time you make a purchase. If goods sold over the internet are not taxable in your state, you will not be charged a sales tax. Physical goods are non-returnable and not eligible for refunds or credits unless your goods arrive damaged or defective.
12. Modifications to Service. InSession reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that InSession shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
13. Blocking of IP Addresses. In order to protect the integrity of the Services, InSession reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites and/or Service.
If you do not pay for your subscription or if your subscription remains unpaid and dormant for a period of two (2) months, your account will be deemed cancelled and InSession may immediately terminate your account and erase all account data without notice to or permission from you.
15. Unauthorized Scripts. You warrant and represent that you will not install any scripts that have not previously been approved by InSession. In the event that you install any unauthorized script(s), we reserve the right to remove the scripts or take other action, including without limitation cancelling your account.
16. Email Hosting. We do not host email on the Service. We have found that Google Apps for Work works well for our members; however, we do not guarantee that it is a good solution for you, nor do we make any representations or guarantees about Google Apps for Work, including without limitation regarding its functionality or reliability. We are not responsible for, and we specifically disclaim liability for, your email, including without limitation its functionality and security, as well as any unauthorized access to your email by third parties. You are solely responsible for choosing an appropriate email provider and for ensuring that your account is secure.
17. Payment Providers. We are not responsible for, and we specifically disclaim liability for, any payment gateway connected to your account (such as, for example, Stripe or PayPal), including without limitation regarding its functionality or security.
18. Third Party Content. InSession may provide third party content on the Websites and/or Service and may provide links to webpages and content of third parties (collectively, the “Third-Party Content”) as a service to those interested in this information. InSession does not control, endorse or adopt any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that InSession does not create Third-Party Content, nor does InSession update or monitor it. InSession is therefore not responsible for any Third-Party Content on the Service. Users use such Third-Party Content at their own risk.
The Service may include links or references to other web sites or services solely as a convenience to InSession users (collectively, the “Reference Sites”). InSession does not endorse any Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service are solely between you and the relevant advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at your own risk.
19. Intellectual Property.
a. Content on InSession.
InSession retains all proprietary rights in the Websites and the Service. The Websites contains the copyrighted material, trademarks, and other proprietary information of InSession, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on InSession is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of InSession and for InSession Members’ use only. Distribution of Content to others is strictly prohibited. You agree that InSession would be irreparably harmed by any violation or threatened violation of this section and that, therefore, InSession shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
InSession, the InSession logos and any other product or service name or slogan contained in the Service are trademarks of InSession or our suppliers or licensors and may not be copied, imitated or used, in whole or in part, without the prior written permission of InSession or the applicable trademark holder. Any authorized use of these trademarks must be in accordance with any guidelines that InSession may provide you from time to time.
You may not use any metatags or any other hidden text utilizing ” InSession.io” or any other name, trademark or product or service name of InSession without our prior written permission. In addition, the look and feel of the InSession Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of InSession and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us or any other affiliation.
The Service is owned and operated by InSession. Unless otherwise indicated, all content and other materials on the Service, including, without limitation, InSession’s logos, the visual interfaces, graphics, design, compilation, information, software, computer code (including source code or object code), services, text, pictures, information, data, sound files, other files and the selection and arrangement thereof (collectively, the “Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws (including in your country of residence).
Unless otherwise expressly stated in writing by InSession, you are granted a limited, non-sublicensable license (i.e. a personal and limited right) to access and use the Service for your personal or internal business use only.
i. any resale or commercial use of the Service or the Materials;
ii. the distribution, public performance or public display of any Materials;
iii. modifying or otherwise making any derivative uses of the Service or the Materials, or any portion of them;
iv. use of any data mining, robots or similar data gathering or extraction methods;
v. downloading (except page caching) of any portion of the Service, the Materials or any information contained in them, except as expressly permitted on the Service; or
b. Grant of License.
Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Websites from time to time and within the parameters set by the Uploader on the Service or with the express written consent of the Uploader. Where you repost another user’s Content, or include another user’s Content in a set, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.
20. Copyright Policy. InSession prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.
Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, you hereby agree that notifications of claimed copyright infringement be sent by certified mail to:
99 Bank St. Suite 5B
New York, NY 10014
When contacting us, please make sure that you include the following information:
a. a statement that you have identified Content on InSession and/or Content hosted on servers and/or IP Addresses owned by or otherwise under the control of InSession that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
b. a description of the copyright work(s) that you claim have been infringed;
c. a description of the Content that you claim is infringing and the InSession URL(s) where such Content can be located and/or the IP Address of the server where the Content is stored;
d. your full name, address and telephone number, a valid email address on which you can be contacted, and your InSession user name if you have one;
e. a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. ¤512(c), please also include the following:
g. with respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and
h. your electronic or physical signature (which may be a scanned copy).
InSession will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.
22. Repeat Infringer Policy. In accordance with the DMCA and other applicable laws around the world, InSession has adopted a policy that it will promptly terminate without notice any user’s access to the Service if that user is determined by InSession to be a “repeat infringer.” A repeat infringer includes, without limitation a user who has been notified by InSession of infringing activity violations more than twice and/or who has had any user-submitted content removed from the Service more than twice. InSession may also at our sole discretion limit access to the Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
In addition, InSession accommodates and does not interfere with standard technical measures used by intellectual property rights owners to protect their materials.
23. Limitation of Liability. In no event shall InSession be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Websites or Service, or use thereof. Nothing contained in the Websites or Service or in any written or oral communications from InSession or its employees or agents shall be construed to make any promise, covenant, warranty, or guaranty, all of which are explicitly disclaimed hereby, contrary to the statements and disclaimers contained in this paragraph.
The content and functionality on the Websites and Service, along with the services provided by employees of the Websites and Service, are offered “as is” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. InSession makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Websites’ content or that the functionality of the Websites or Service will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL INSESSION, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES OR SERVICE, EVEN IF INSESSION HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL INSESSION HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF INSESSION HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of InSession and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to InSession during the one (1) month prior to notice to InSession of the dispute for which the remedy is sought.
24. Force Majeure. If a Force Majeure Event occurs, the party that is prevented by that Force Majeure Event from performing any one or more obligations under this Agreement (the “Nonperforming Party”) will be excused from performing those obligations, on condition that it complies with its obligations under this section of the Agreement.
For purposes of this Agreement, “Force Majeure Event” means, with respect to a party, any event or circumstance, regardless of whether it was foreseeable, that was not caused by that party and that makes it impossible, inadvisable, commercially impracticable, illegal, or impossible for that party to comply with any of its obligations under this Agreement, on condition that that party that uses reasonable efforts to perform such obligations when possible.
Upon occurrence of a Force Majeure Event, the Nonperforming Party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long that party expects it to last. Thereafter the Nonperforming Party shall update that information as reasonably necessary. During a Force Majeure Event, the Nonperforming Party shall use reasonable efforts to limit damages to the Performing Party and to resume its performance under this Agreement.
25. Indemnity by You. You agree to indemnify and hold InSession, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of or related to:
c. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of InSession.
27. Parental or Guardian Permission. Some of the Content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 18 ARE NOT PERMITTED TO USE THE WEBSITES AND/OR SERVICE UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 18 ARE NOT PERMITTED TO SUBSCRIBE TO OUR FEE-BASED SERVICES OR GIVE INSESSION THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.
29. HIPAA Policy. In connection with the services that you provide to your clients, you agree to comply with all applicable laws, including but not limited to HIPAA and the Health Information Technology for Economic and Clinical Health Act, Title XIII of the American Recovery and Reinvestment Act of 2009 and related regulations promulgated by the Secretary (“HITECH”), state and federal nondiscrimination laws and other codes, regulations, ordinances and rules (e.g., 45 C.F.R. § 164.304, data security and protection safeguards) promulgated by any and all federal, state, municipal or other legislative bodies, courts or agencies having jurisdiction over the business of you and/or the applicable client. You shall notify InSession, on a prompt and timely basis, of any changes in, or revocation of a license, permission or consent which in any respect affect your continued right to engage in your profession. Upon request, you shall furnish InSession copies of each permit or license, relating to the lawful conduct of your business, as may be applicable.
You shall be solely responsible for the accuracy and completeness of information furnished InSession concerning your professional competency, organization and products and services. Accordingly, you shall indemnify and hold harmless InSession and its officers, trustees, employees, and agents (collectively, the “InSession Indemnitees”) from and against: (i) any claims, liabilities, damages and fines and penalties, or costs of whatsoever nature (including, reasonable outside attorneys’ fees) asserted against the InSession Indemnitees caused by, resulting or arising from any inaccurate or incomplete promotional, advertising and other materials or commercial data provided to InSession by you in connection with the performance of InSession’s obligations hereunder, including, but not limited to, suits or claims involving deceptive advertising, unfair competition or product or personal disparagement (e.g., libel & slander) that may be made against InSession, except for those suits or claims arising out of the gross negligence or willful actions of InSession; (ii) risks relative to potential claims which InSession has advised you of when you, by its specific written approval, have assumed the risks thereof; (iii) any material and content prepared or performed for you and which were approved by you prior to its appearance on your website; and (iv) claims arising out of InSession’s adherence to your instructions as to allowable advertising claims. You further agree to indemnify and hold InSession harmless with respect to claims that arise from the use or consumption of your professional and/or other services and products.
As herein used, “Confidential Information” refers to any and all proprietary information, lists, employee or patient information, InSession’s and your respective prices, trade secrets, know-how, processes, documentation, business information, including but not limited to information related to invention, brochures, forms, customer lists, research and development, engineering, products, designs, manufacture, methods, systems, improvements, formulas, process, protocols, records and financial information, or strategy concerning its business plan or policies and all other information, without limitation, which is not generally known to, or readily ascertainable by proper means, by the public or which might reasonably be considered confidential, secret, sensitive, proprietary or private to either you or InSession, as applicable.
30. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Website and/or the Service, by using the Website and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of New York with the same force and effect as if such service had been made within the State of New York. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
If the Company brings legal action to enforce its rights under this Agreement, Company will be entitled to recover from you its expenses (including reasonable attorneys’ fees) incurred in connection with the action and any appeal.
31. No Class Action. Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, “Claim”) arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action
34. Entire Agreement.
Please contact us with any questions regarding this agreement. InSession is a trademark of InSession, Inc.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
• The information we collect and why we collect it;
• How we use that information;
• How we share information; and
• The choices we offer.
Personally Identifiable Information That We Collect:
You may be required to submit certain personally identifiable information when you register on the Service. The personally identifiable information which you may provide to us could include your name, email address, physical address, credit card number, and other personal information.
Non-Personal Or Aggregate Information That We Collect:
When you access our Service, we may automatically collect non-personally identifiable information from you, such as IP host address, web pages viewed, browser type, operating system, referring service, search information, device type, page views, usage and browsing habits on the Service, and other similar data. We may also aggregate demographic information collected from our users (such as the number of users in a particular geographical location) in a manner which does not identify any one individual. We may also aggregate information collected offline in connection with the Service, obtain non-personally identifiable information from third party sources and develop aggregate information by anonymizing previously collected personally identifiable information.
It is possible at times when collecting non-personally identifiable information through automatic means that we may unintentionally collect or receive personally identifiable information that is mixed in with the non-personally identifiable information. While we will make reasonable efforts to prevent such incidental data collection, the possibility still exists. If you believe that we have inadvertently collected your personal information, please notify us at [email protected]
We will only use your personally identifiable information as described below, unless you have specifically consented to another type of use, either at the time the personally identifiable information is collected from you or through some other form of consent from you or notification to you:
• We may share your personally identifiable information collected in connection with providing the Service.
• We may use your personally identifiable information to respond to your inquires or requests.
• We may permit our vendors and subcontractors to access your personally identifiable information, but they are only permitted to do so in connection with performing services for us. They are not authorized by us to use the information for their own benefit.
• We may share your personally identifiable information with third parties to further the purpose for which you provided such information to us. For example, we may share your information with our email platform, as necessary for sending you emails, or with our payment processor, as necessary for processing your purchases made online via the Service. We urge you to read the privacy practices of all third party vendors before submitting any personally identifiable information through the Service.
• We may disclose personally identifiable information as required by law or legal process.
• We may disclose personally identifiable information to investigate suspected fraud, harassment or other violations of any law, rule or regulation, or the terms or policies for our services or our sponsors.
• We may transfer your personally identifiable information in connection with the sale or merger or change of control of InSession or the division responsible for the services with which your personally identifiable information is associated.
• We may share your personally identifiable information with an affiliate of InSession who is in the same corporate family as us as long as their privacy practices are substantially similar to ours.
Non- personally identifiable or aggregate information may be used by us for any purposes permitted by law and may be shared with any number of parties, provided that such information shall not specifically identify you.
Cookies and Similar Technologies:
If you delete your cookies, change browsers or use a different cookie, our cookie (or an opt-out cookie) may no longer work and you will have to input data (or opt-out) again.
Automatically Collected Information:
When you access the Service or open one of our HTML emails, we may automatically record certain information from your system by using cookies and other types of tracking technologies. This “automatically collected” information may include Internet Protocol address (“IP Address”), a unique user ID, device type, device identifiers, browser types and language, referring and exit pages, platform type, version of software installed, system type, the content and pages that you access on the Service, the number of clicks, the amount of time spent on pages, the dates and times that you visit the Service, and other similar information. Depending on the law of your country of residence, your IP address may legally be considered personally identifiable information.
Analytics and Conversion Tracking:
We may collect information about your computer, including your IP address, operating system and browser type, for system administration and in order to create reports. This is statistical data about our users’ browsing actions and patterns, and does not identify any individual.
Like many services, Google Analytics uses first-party cookies to track visitor interactions as in our case, where they are used to collect information about how visitors use our site. We then use the information to compile reports and to help us improve our site.
Cookies contain information that is transferred to your computer’s hard drive. These cookies are used to store information, such as the time that the current visit occurred, whether the visitor has been to the site before and what site referred the visitor to the web page.
Google Analytics collects information anonymously. It reports website trends without identifying individual visitors. You can opt out of Google Analytics without affecting how you visit our site – for more information on opting out of being tracked by Google Analytics across all websites you use, visit https://tools.google.com/dlpage/gaoptout.
We also use Google conversion tracking and/or similar services to help us understand your and other users’ use of the Service.
Please see https://support.google.com/adwords/answer/1722022?hl=en for more information about conversion tracking provided by Google.
The security of your personally identifiable information is very important to us. When we collect your personally identifiable information online, we use reasonable efforts to protect it from unauthorized access. However, due to the inherent open nature of the Internet, we cannot guarantee that your personally identifiable information will be completely free from unauthorized access by third parties such as hackers, and your use of our Service demonstrates your assumption of this risk. We have put in place reasonable physical, electronic, and managerial procedures to safeguard the information we collect. Only those employees who need access to your information in order to perform their duties are authorized to have access to your personally identifiable information. For more information on protecting your privacy, please visit www.ftc.gov/privacy.
Your Disclosures In Blogs And Other Social Media:
You should be aware that personally identifiable information which you voluntarily include and transmit online on the Service or in a publicly accessible blog, chat room, social media platform or otherwise online, or that you share in an open forum such as an in-person panel or survey, may be viewed and used by others without any restrictions. We are unable to control such uses of your personally identifiable information, and by using the Service or any other online services you assume the risk that the personally identifiable information provided by you may be viewed and used by third parties for any number of purposes.
Protection for Children:
We generally do not collect personally identifiable information from children under the age of 13. If at any time in the future we plan to collect personally identifiable information from children under 13, such collection and use, to the extent applicable, shall, when required, be done in compliance with the Children’s Online Privacy Protection Act (“COPPA”) and appropriate consent from the child’s parent or guardian will be sought where required by COPPA. When we become aware that personally identifiable information from a child under 13 has been collected without such child’s parent or guardian’s consent, we will use all reasonable efforts to delete such information from our database.
As a convenience to you, we may provide links to third-party Services from within our Service. We are not responsible for the privacy practices or content of these third-party sites. When you link away from our Service, you do so at your own risk.
Communications with InSession:
Any phone calls and/or text messages delivered to your phone or device may cause you to incur extra data, text messaging, or other charges from your wireless carrier. MESSAGE AND DATA RATES MAY APPLY. You are solely responsible for any carrier charges incurred as a result of phone and/or text communications from InSession.
No Rights of Third Parties:
For questions or concerns relating to privacy, we can be contacted at [email protected]