Business to Business Online Subscription Agreement

This InspireMore Business-to-Business Online Subscription Agreement (this “Agreement”) is between the entity you represent, or, if you do not designate an entity in connection with a Subscription (defined below) purchase or renewal, you individually (“you” or “your“), and Inspire More, LLC, a Texas limited liability company (“InspireMore“, “we“, “us“, or “our“). This Agreement is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed, as applicable.

  1. Use of Online Services

    a. Right to use. We grant you the right to access and use the online services we provide, including use of the Website, to the extent a purchase is required for either, (collectively the “Services”) as part of your Subscription. “Subscription” means an enrollment for Services.

    b. Acceptable use. You may use the Services only in accordance with this Agreement, the Privacy Policies contained on the Website, and the Terms of Service (collectively the “Website Documents”). You may not rent, lease, lend, resell, or transfer the Subscription to or for third parties except as expressly permitted in the Website Documents.

    c. End Users. You control access by End Users (defined below) and are responsible for their use of the Services in accordance with the Website Documents. For the avoidance of doubt, you will ensure End Users comply with Section 1(b) herein. “End User” means any person you permit to access the Subscription or Services.

    d. Responsibility for your accounts. You agree to be responsible for maintaining the confidentiality of any non-public account information, credentials, or passwords (“Account Information”) by you and your End Users. You agree to promptly notify us about any possible misuse of Account Information or any security incident related to the Services. You may not allow multiple users to directly or indirectly access any Services that are made available on a per-user basis outside of your Subscription.

    e. Administrator Assumption of Control. If you use an email address provided by an organization you are affiliated with to purchase a Subscription or are purchasing a Subscription on behalf of your organization, you represent that you have the actual and apparent authority to use that organization’s domain to sign up for the Subscription in your capacity as a member of that organization and the authority to bind your organization for your order of the Subscription. The organization, as the owner of the domain associated with your email address, regardless of your employment status, may assume control over and manage your use of the Services. In such a case, your organization’s designated administrator may (i) control and administer your account, including modifying and terminating your access and that of your End Users in compliance with the Website Documents and (ii) access your data, including the contents of your communications and files.

  2. Purchasing services.

    a. Available Subscription offers.  Offer details for available Subscription offers are available at the following link, which generally can be categorized as one or a combination of the following

    i. Commitment Offering. You commit in advance to purchase a specific quantity of licenses for End User access to the Services for use during a specified term and agree to pay upfront or on a periodic basis in advance of use.

    ii. Consumption Offering (also called Pay-As-You-Go). You pay based on actual usage in the preceding month with no upfront commitment. Payment is on a periodic basis in arrears.

    b. Ordering.

    i. By ordering or renewing a Subscription, you agree to the terms and conditions outlined under that Subscription offer in addition to the Website Documents. Unless otherwise specified in those Subscription offer details, Services are offered on an “as available”, “as-is” and “where-is” basis. You may assign the rights granted under Section 1(a) to a third party or affiliate for use by that third party or affiliate in your internal business only. If you grant any rights to affiliates or third parties with respect to your Subscription, such affiliate or third party will be bound by this Agreement and you agree to be jointly and severally liable for any actions of such affiliates or third parties related to their use of the Services.

    ii. Some Subscription offers may permit you to modify the quantity of End User licenses ordered during the term of a Subscription. Additional quantities of licenses added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a term, we may charge you a cancellation fee for the decrease in quantity as described below.

    c. Pricing and payment. Payments are due and must be made according to the Subscription offer details.

    i. For Commitment Offerings, the price level may be based on the quantity of End User licenses you ordered. Some offers may permit you to modify the quantity of End User licenses ordered during the term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the term of your Subscription, prices for Services will not be increased, as to your Subscription, from those posted at the time your Subscription became effective or was renewed, except where prices are identified as temporary. All prices are subject to change at the beginning of any Subscription renewal.

    ii. For Consumption Offerings, pricing is subject to change at any time upon notice.

    d. Renewal.

    i. Upon renewal of your Subscription, this Agreement will terminate, and your Subscription will thereafter be governed by the terms and conditions set forth on the Website on the date on which your Subscription is renewed (the “Renewal Terms“). If you do not agree to any Renewal Terms, you may decline to renew your Subscription.

    ii. For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the term. Automatic renewal is pre-selected. You can change your selection at any time during the term. If the existing term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the term.

    iii. For Consumption Offerings, your Subscription will renew automatically for additional one-month terms until you terminate the Subscription.

    e. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and which we are permitted to collect from you under applicable law. You will be responsible for any applicable taxes that you are legally obligated to pay. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.

  3. Term, termination, and suspension. This Agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.

    a. Subscription termination. You may terminate a Subscription at any time during its term; however, you must pay all amounts due and owing before the termination is effective:

    i. One-Month Subscription. A Subscription having a one-month term may be terminated anytime without any cancellation fee.

    ii. Subscriptions of more than one-month. If you terminate a Subscription for Services within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided, and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a Subscription for Services at any other time during the term, you must pay for the remainder of the term, and no refunds will be provided.

    b. Suspension. If we suspend your use of the Services, a suspension will apply to the minimum necessary part of the Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days’ notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your data, licenses, or information without any retention period. We may also terminate your Subscription if your use of the Services is suspended more than twice in any 12-month period. A suspension may occur for the following reasons:

    i. It is reasonably needed to prevent unauthorized access to our Website;

    ii. You fail to respond to a claims or allegations of misconduct within a reasonable time;

    iii. You do not pay amounts due under this Agreement; or

    iv. You do not abide by the terms of the Website Documents or you violate other terms of this Agreement.

  4. No Warranties. We provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose. These disclaimers will apply except to the extent applicable law does not permit them. The Disclaimer of Warranties as set forth in the Terms of Service are applicable to this Agreement as if fully set forth herein.

  5. Indemnification. You agree to defend, indemnify, and hold harmless InspireMore, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to you or your End User’s: (i) violation of this Agreement or the Website Documents, (ii) contributions and content, and (iii) use of content, Website, Services, and products in any manner other than as expressly authorized herein.

  6. Limitation of liability. The aggregate liability of each party for all claims under this Agreement is limited to direct damages up to the amount paid under this Agreement for the Subscription during the 12 months before the cause of action arose. The limits of liability in this Section apply to the fullest extent permitted by applicable law but do not apply to fraud. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.

  7. Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policies may be found on our Website, as they may be updated from time to time.

  8. Security. We have implemented technical, administrative and physical security measures based on generally accepted industry standards that are designed to protect personal data collected through our Services from unauthorized access, disclosure, use and modification. We regularly review our security practices to consider appropriate new technological and other safeguards. However, no method of transmission over the Internet or method of electronic storage is entirely secure. We cannot control, and therefore disclaim any responsibility with regard to, the security of personal data residing on the devices on which you use to access our Services.  You retain full responsibility for implementing appropriate technical, administrative and physical security measures to safeguard the confidentiality of personal data on the device(s) on which our Services are used.

  9. Miscellaneous.

    a. Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery. Notices to InspireMore must be sent to the following address:

InspireMore
500 N. Akard Street, Suite 3240
Dallas, Texas 75201 USA

Notices to you will be sent to the address that you identify on your account as your contact for notices. InspireMore may send notices and other information to you by electronic form.

b. License Transfers and Assignment. You may not assign this Agreement either in whole or in part or transfer licenses without InspireMore’s consent

c. Severability. If any part of this Agreement is held unenforceable, the rest remains in full force and effect

d. Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver

e. No agency. This Agreement does not create an agency, partnership, or joint venture

f. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement

g. Applicable law and venue. All matters relating to this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule. Exclusive forum shall lie in the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Dallas and County of Dallas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts

h. Entire agreement. This Agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications. In the case of a conflict between any documents in this Agreement that is not expressly resolved in those documents, their terms will control in the following order of descending priority: (1) this Agreement, (2) the Terms of Service, (3) the Privacy Policies (4) any applicable Subscription offer details, and (5) any other documents in this Agreement

i. Survival. All provisions of this Agreement which, by their nature, should survive termination shall survive termination, including but not limited to: warranty disclaimers, indemnification, limitations of liability, and this Section 9

j. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party’s reasonable control (including but not limited to fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labor disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Services)). This Section will not, however, apply to your payment obligations under this Agreement

k. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this Agreement on that entity’s behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this Agreement.