By using Inspector Nexus’s products, software, services or web sites (“Inspector Nexus services”), you agree to the following terms and conditions, and any policies, guidelines or amendments thereto that may be presented to you from time to time, including but not limited to Program Policies and Legal Notices (collectively, the “Terms”). We may update the Terms in the future, and you will be able to find the most current version of this agreement at https://www.inspectornexus.com/termsConditions/
USE OF SERVICES
Carbon Foundry LLC, its subsidiaries and affiliated companies offer Inspector Nexus services to You, which has paid for the rights to this license, provided that You are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access certain services, You may be required to provide current, accurate identification, contact, and other information as part of the registration process and/or continued use of Inspector Nexus services. You are responsible for maintaining the confidentiality of Your account password, and are responsible for all activities that occur under Your account. You agree to immediately notify Inspector Nexus of any unauthorized use of Your password or account or any other breach of security. Inspector Nexus cannot and will not be liable for any loss or damage arising from Your failure to provide us with accurate information or to keep Your password secure.
You are the owner of this license, and are a business organization, entity, or individual which has paid for the rights to this license. As the owner of Carbon Inspector’s USE OF SERVICES, then You own such rights apart from any of Your agents, representatives, or employees, whose rights come from or are derived from Your license to the USE OF SERVICES. If an agent, representative or employee of You feels that he/she is the owner of the rights of USE OF SERVICES, then he/she must prove that such agent, representative or employee has secured the license in his/her own name. Otherwise, “You” shall be presumed to be the business or entity that has actually purchased the USE OF SERVICES. If You have a non-competition or other restrictive agreement with any agent, representative, or employee, Inspector Nexus shall not be requested to enforce such agreement between You and any other person or entity. If You and such person or entity cannot agree which is the owner of this license, then Inspector Nexus shall presume that the person who paid for the license is the rightful owner; provided, an agent, representative, or employee paid for the license, and if You reimbursed such person for such payment, then You shall be considered the owner.
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) are the sole responsibility of the person from which such Content originated. Inspector Nexus reserves the right, but shall have no obligation, to pre-screen, flag, filter, refuse, modify or move any Content available via Inspector Nexus services. You understand that by using Carbon Inspector services you may be exposed to Content that is offensive, indecent or objectionable, and that you use Inspector Nexus services at your own risk.
You agree that you are responsible for your own conduct and any Content that you create, transmit or display while using Inspector Nexus services and for any consequences thereof. You agree to use Inspector Nexus services only for purposes that are legal, proper and in accordance with the Terms and any applicable policies or guidelines. You agree that you will not engage in any activity that interferes with or disrupts Carbon Inspector services or servers or networks connected to Inspector Nexus services.
In addition to this agreement, your use of some specific Inspector Nexus services is governed by the policies or guidelines specific to those services and which are specifically incorporated into this agreement.
You agree to comply with your company’s data usage and privacy policies.
Users outside of the United States agree to comply with their own local rules regarding online conduct and acceptable content, including laws regulating the export of data to and from the United States or your country of residence.
You understand that the technical processing and transmission of Inspector Nexus services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks, devices or services.
You also understand and agree that your administrator may have access to your account and its content, and may suspend or terminate your account access and your ability to modify your account.
Inspector Nexus’s Rights
You acknowledge and agree that Inspector Nexus services and any necessary software used in connection with Inspector Nexus services (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws and treaties. You further acknowledge and agree that Content contained in sponsor advertisements or presented to you through Inspector Nexus services is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Inspector Nexus or other proper third party rights holders, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Content, Inspector Nexus services or Software, in whole or in part except as specifically authorized in a separate written agreement.
Subject to the Terms, Inspector Nexus grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software, unless such activity is expressly permitted or required by law or has been expressly authorized by Inspector Nexus in writing. You agree not to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to Inspector Nexus services. You agree not to access Carbon Inspector services by any means other than through the interface that is provided by Inspector Nexus for use in accessing Inspector Nexus services except as specifically authorized in a separate written agreement.
Except as expressly authorized by Inspector Nexus you agree not to use, copy, imitate, or incorporate any trademark, service mark, trade dress, company name, or product name in a way that is likely to cause confusion among consumers. You also agree not to remove, obscure, or alter Inspector Nexus’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Inspector Nexus services or Software.
Inspector Nexus claims no ownership or control over any Content submitted, posted or displayed by you on or through Inspector Nexus services. You retain all patent, trademark and copyright to any Content you submit, post or display on or through Carbon Inspector services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through Inspector Nexus services which are intended to be available to the general public, you grant Inspector Nexus a worldwide, non-exclusive, royalty-free license to reproduce, adapt, modify, publish and distribute such Content on Inspector Nexus services for the purpose of displaying, distributing and promoting Inspector Nexus services. Inspector Nexus reserves the right to syndicate Content submitted, posted or displayed by you on or through Carbon Inspector services and use that Content in connection with any service offered by Carbon Inspector. Inspector Nexus furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.
SERVICE TERM OF USER ACCOUNTS
The initial term for User Accounts will be twelve months beginning on the Service Commencement Date. Additional services purchased after the Service Commencement Date will have a prorated term ending on the anniversary of the Service Commencement Date. Inspector Nexus may revise its rates with at least thirty days prior written notice to Customer, including by email, effective for the following term.
The default setting for the Services is auto renewal for all User Accounts. If the automatic renewal setting is enabled, after the initial term each User Account will automatically renew on each anniversary of the Service Commencement Date for an additional twelve month term. Customer will pay Inspector Nexus the then-current yearly Fees for each renewed User Account unless Customer and Inspector Nexus mutually agree otherwise. Customer may alter the number of User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Inspector Nexus via the Admin Console.
Customer may disable the automatic renewal option via the Admin Console. If Customer disables this automatic renewal setting, Customer’s User Accounts will terminate upon the conclusion of the then current term unless the Customer’s User Accounts are manually renewed. Inspector Nexus may re-enable the automatic renewal setting on Customer’s behalf if Customer reduces or modifies the number of End User Accounts scheduled for renewal via the Admin Console.
Customer may request End User Accounts by: (i) notifying its designated Inspector Nexus Account Manager; (ii) ordering End User Accounts via the Admin Console, (iii) ordering End User Accounts via the handset application.
All payments due are in U.S. dollars unless otherwise indicated on the Order Page or invoice.
Fees for Credit Card orders are due immediately upon order placement. Inspector Nexus will bill the credit card provided via the Order Page for all applicable Fees when due. If credit card authorizations or charge attempts are declined, Inspector Nexus may immediately disable or cancel the Service, in its sole discretion.
Fees for orders where Inspector Nexus issues an invoice are due upon Customer’s receipt of the invoice, and are considered delinquent thirty days after the date of the applicable invoice.
Delinquent payments may bear interest at the rate of one-and-one-half percent per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by Inspector Nexus in collecting delinquent amounts, except where such delinquent amounts are due to Inspector Nexus’s billing inaccuracies.
Customer is responsible for any Taxes, and Customer will pay Inspector Nexus for the Services without any reduction for such amounts. If Inspector Nexus is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Inspector Nexus with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Inspector Nexus, Customer must provide Inspector Nexus with an official tax receipt or other appropriate documentation to support such payments.
SOFTWARE AND AUTOMATIC UPDATES
Your use of any Software provided by Inspector Nexus will be governed by the Terms and any additional terms and conditions of the end user license agreement accompanying such Software. Inspector Nexus Software may automatically report version number or other diagnostic information and may automatically download upgrades to the Software to update, enhance and further develop Inspector Nexus services, including providing bug fixes, patches, enhanced functions, missing plug-ins and new versions.
POLICIES REGARDING COPYRIGHT AND TRADEMARKS
Any use of Inspector Nexus’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features must be in compliance with the Terms and in compliance with Inspector Nexus’s then current Brand Feature use guidelines, and any content contained or reference therein, which may be found at some such URL Carbon Inspector may provide from time to time.
GENERAL PRACTICES REGARDING USE AND STORAGE
You agree that Inspector Nexus has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted by Inspector Nexus services. You acknowledge that Inspector Nexus may have set no fixed upper limit on the number of transmissions you may send or receive through Carbon Inspector services or the amount of storage space used; however, we retain the right, at our sole discretion, to create limits at any time with or without notice.
Upon the termination of your use of Inspector Nexus services, including upon receipt of a certificate or other legal document confirming your death, Inspector Nexus will close your account and you will no longer be able to retrieve content contained in that account.
PERSONAL NON-COMMERCIAL USE
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of Inspector Nexus services, use of Inspector Nexus services, or access to Inspector Nexus services except as otherwise expressly provided in the Terms or as specifically authorized in a separate written agreement.
MODIFICATIONS TO SERVICE
Inspector Nexus reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, Inspector Nexus services (or any part thereof) with or without notice. You agree that Inspector Nexus shall not be liable to you or to any third party for any modification, suspension or discontinuance of Inspector Nexus services.
You may discontinue your use of Inspector Nexus services at any time. You agree that Inspector Nexus may at any time and for any reason, including a period of account inactivity, terminate your access to Inspector Nexus services, terminate the Terms, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to Inspector Nexus services, your account or any files or other content contained in your account. Upon termination your files or other content may be deleted from our severs. All free and prepaid reports and remaining service will be forfeited will no refund. Sections 10 (Termination), 13 (Indemnity), 14 (Disclaimer of Warranties), 15 (Limitations of Liability), 16 (Exclusions and Limitations) and 19 (including choice of law, severability and statute of limitations), of the Terms, shall survive expiration or termination.
Some Inspector Nexus services are supported by advertising revenue and may display advertisements and promotions on the service. Such advertisements may be targeted to the content of information stored on the Inspector Nexus services or other information. The manner, mode and extent of advertising by Inspector Nexus on its services are subject to change. You agree that Inspector Nexus may place such advertising and that Carbon Inspector shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of the presence of such advertisers on Inspector Nexus services or your subsequent dealings with advertisers.
Inspector Nexus services may provide, or third parties may provide, links to other World Wide Web sites or resources. Inspector Nexus may have no control over such sites and resources and you acknowledge and agree that Inspector Nexus is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Carbon Inspector shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
You agree to hold harmless and indemnify Inspector Nexus, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively “Inspector Nexus and Partners”) from and against any third party claim arising from or in any way related to your use of Inspector Nexus services, violation of the Terms or any other actions connected with use of Inspector Nexus services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Inspector Nexus will provide you with written notice of such claim, suit or action.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF Inspector Nexus SERVICES IS AT YOUR SOLE RISK. Inspector Nexus SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Inspector Nexus AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Inspector Nexus AND PARTNERS DO NOT WARRANT THAT (i) Inspector Nexus SERVICES WILL MEET YOUR REQUIREMENTS, (ii) Inspector Nexus SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF Inspector Nexus SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH Inspector Nexus SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF Inspector Nexus SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Inspector Nexus OR THROUGH OR FROM Inspector Nexus SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
Inspector Nexus AND PARTNERS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Inspector Nexus OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE Inspector Nexus SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM Inspector Nexus SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON Inspector Nexus SERVICES; OR (v) ANY OTHER MATTER RELATING TO Inspector Nexus SERVICES.
EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 14 AND 15 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to the Terms.
You agree that Inspector Nexus may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on Inspector Nexus services.
Entire Agreement. The Terms (including any policies, guidelines or amendments that may be presented to your form time to time such as Program Policies and Legal Notices) constitute the entire agreement between you and Inspector Nexus and govern your use of Inspector Nexus services, superceding any prior agreements between you and Carbon Inspector for the use of Inspector Nexus services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Inspector Nexus services, affiliate services, third-party content or third-party software.
Choice of Law and Forum. The Terms and the relationship between you and Inspector Nexus shall be governed by the laws of the State of Washington without regard to its conflict of law provisions. You and Inspector Nexus agree to submit to the personal and exclusive jurisdiction of the courts located within the county of King, Washington.
Waiver and Severability of Terms. The failure of Inspector Nexus to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of Inspector Nexus services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section headings in the Terms are for convenience only and have no legal or contractual effect.