Inmar Platform Terms of Use

Overview

Access to this site is being made available to you as an employee of a client (“Client”) of Inmar, Inc. or its Affiliates (collectively, “Inmar”) and pursuant to Client’s existing agreement with Inmar (“Agreement”). By registering to use and using this site, or any of the applications accessible to you on this site, (collectively, the “Platform”), both Client and User (as defined below) accepts and agrees to the terms and conditions detailed in these terms of use (“Terms of Use”). Inmar owns all rights, title and interest, including, without limitation, all worldwide patent, copyright, trade secret and trademark rights and all goodwill associated therewith, in and to this Platform. Inmar is granting a license to use the Platform pursuant to these Terms of Use and any applicable terms in the Agreement. These Terms of Use do not supersede any of the terms of the Agreement.

Use of the Platform is also subject to Inmar’s Privacy Policy, which covers how Inmar collects uses, shares, and stores Personal Information.

If either Client or User does not agree with any part of these Terms of Use, Client or User, as applicable, may not use or access the Platform. User represents and warrants that User has legal authority granted by Client to enter into the transactions made on this Platform or to otherwise access and use the Platform.

“Affiliate” means any person or entity that now or hereafter directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a party.

“User” means a Client’s employee who will be accessing the Platform.

Inmar may change or modify these Terms of Use at any time whether in the form of an email to Client and/or User or by posting a notice on this Platform. Use of this Platform after receipt of such notice will constitute agreement to such modified Terms of Use.

License

Inmar grants a limited, revocable, nonexclusive, nontransferable license, subject to the terms and conditions set forth in these Terms of Use, to use the Platform solely in connection with Client’s internal business purposes.

Proprietary Rights

The Platform and its materials and content, including, without limitation, the design, layout, look, and appearance, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Inmar Materials”), and all intellectual property rights related thereto, are the exclusive property of Inmar and its licensors. Except as explicitly provided herein, nothing in these Terms of Use will be deemed to create a license in or under any such intellectual property rights, and Client and User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any materials or content accessible on the Platform. Use of the Inmar Materials on the Platform for any purpose not expressly permitted by these Terms of Use is strictly prohibited.

Client or User may submit feedback, comments, questions, and other information (“Feedback”) about the Platform or Inmar’s other products. By submitting any such Feedback, Client and User agree that any such disclosure is gratuitous, unsolicited and without restriction and will not place Inmar under any fiduciary or other obligation, that Inmar is free to disclose Feedback on a non-confidential basis to anyone or otherwise use them without any additional compensation. By accepting Feedback, Inmar does not waive any rights to use similar or related ideas previously known to Inmar, or developed by its employees, or obtained from other sources.

Confidentiality and Security

Client will determine which Users, each of which must be an employee of Client, will have access to the Platform. Client shall not permit Users to share user names or passwords ("Credentials"). Client is responsible for all activities that occur under Client's User accounts, including without limitation, maintaining the security and confidentiality of the Credentials and preventing unauthorized access to the Platform. Client shall immediately notify lnmar if it becomes aware of any unauthorized access to the Platform or if any Credentials need to be revoked for any reason.

Client and User shall keep all content on the Platform confidential and shall not share it with any third party without Inmar’s prior written consent. Client and User shall not copy, use, disclose or distribute any information obtained from the Platform, whether directly or through third parties (such as search engines), without the written consent of Inmar.

Client and User may not, nor allow any third party to: 1) copy or reproduce the Platform; 2) modify, translate or otherwise create derivative works of the Platform; 3) dissemble, decompile or reverse engineer the object code or source code of the Platform or otherwise attempt to discover the source code of or trade secrets embodied in the Platform; 4) use automated or software bot technology or other artificial intelligence programs or applications to access the Platform or any application programming interfaces provided by Inmar without Inmar’s prior written consent; 5) port or grant unauthorized third parties the right to use, frame or link to the Platform; 6) distribute, transfer, sublicense or otherwise make available to any third party the Platform; 7) embed or incorporate in any manner the Platform any other product, service or application of User or any third parties; 8) use or transmit the Platform in violation of any applicable law, rule or regulation, including import/export laws; 9) use or copy the Platform or any portion thereof to directly or indirectly develop, promote, distribute, sell or support any product or service similar to or competitive with the Platform; 10) use the Platform to store or distribute any information, material or data that is harassing, threatening, infringing, libelous, unlawful, obscene or which violates the privacy or intellectual property rights of any third party; 11) remove, obscure or alter any copyright notices or any name, trademark, service mark, hyperlink or other designation set or provided by Inmar; 12) bypass the measures Inmar may use to prevent or restrict access to the Platform; 13) override any security feature of the Platform; 14) interfere with the operation of, or place an unreasonable load on, the Platform (such as, spam, denial of service attack, or viruses); 15) use or launch any automated system, including without limits, “robots,” “spiders,” “offline readers,” etc., that accesses the Platform in a manner that sends more request messages to the servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; 16) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform; 17) overlay or otherwise modify the Platform or its appearance; or 18) export the Platform. Client and User shall not permit any third party to perform any of the foregoing actions. Client and/or User shall immediately notify Inmar, in writing, if it knows or reasonably suspects that any of the foregoing actions have occurred.

Data Privacy

“Personal Information” means “personal data,” “personal information,” “personally identifiable information,” or similar designation under and regulated by the Applicable Data Protection Laws. “Applicable Data Protection Laws” means all United States laws and regulations applicable to Inmar’s processing of Personal Information under the agreement. Inmar shall have no obligation to assess the contents or accuracy of any of Client’s data or Personal Information. Client shall be responsible for ensuring that it has, and will continue to have, the right to transfer, or provide access to Personal Information to Inmar for processing as set forth herein. If any authorizations or consents are required for such processing of Personal Information by Inmar, Client shall be required to obtain any such consents. Client represents and warrants that it will not transmit or expose to Inmar any information not required for provision of services. Inmar may process Personal Information as needed to de-identify it and aggregate it with other customer data to create anonymized aggregated datasets for internal operational purposes such as research, product development, and analytics. To the extent these datasets contain any indirect identifiers or continue to be regulated by the Applicable Data Protection Law, Inmar will comply with provisions of Applicable Data Protection Law and continue to handle the data in accordance with these Terms. See our privacy policy.

Service Interruptions

Although it is Inmar’s intent to provide continuous, live access to the Platform, there are circumstances that may cause interruptions of service. Inmar is not responsible for any damages incurred as a result of such interruptions. Client and User also agree not to engage or participate in any activities likely to cause such interruptions.

No Warranty

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PLATFORM IS AT CLIENT AND USER’S OWN RISK. THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ANY IMPLIED WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND ANY WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, INMAR AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT ANY CONTENT IS ACCURATE, RELIABLE, TIMELY, COMPLETE, SUITABLE OR CORRECT; THAT THE PLATFORM WILL MEET CLIENT OR USER’S REQUIREMENTS; THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT CLIENT AND USER’S OWN RISK AND CLIENT AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT OR USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INMAR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR GOODWILL, USE, LOST TIME, LOST DATA, LOST SAVINGS, PROPERTY DAMAGE, OR OTHER LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF INMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL INMAR BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR USER’S ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INMAR ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USER’S ACCESS TO AND USE OF THE PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM 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 PLATFORM; AND/OR (VII) ANY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF INMAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Indemnity

Client agrees to defend, indemnify, and hold harmless Inmar and its Affiliates, officers, directors, and employees, 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) Client or User’s use of and access to the Platform; (ii) Client or User’s violation of any of these Terms of Use; (iii) Client or User’s violation of any third-party right, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iv) Client or User’s violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any content User submits, if applicable; or (vi) any other party’s access and use of the Platform with Client or User’s Credentials.

Termination of Account

Inmar reserves all rights to terminate User’s account for any reason or after ninety (90) days of User’s inactivity on the Platform.

Miscellaneous

Governing Law and Jurisdiction. These Terms of Use shall be deemed to have been executed in Winston-Salem, Forsyth County, North Carolina and shall be governed by and construed in accordance with the laws of the State of North Carolina, without reference to the conflict of law rules of such state. User irrevocably agrees that any legal action or proceeding with respect to these Terms of Use shall be brought exclusively in the courts in the State of North Carolina, and further agrees to submit to the jurisdiction and venue of such courts.

Notifications. By providing Inmar an email address, User consents to Inmar’s use of the email address to send Platform-related notices, including any notices required by law, in lieu of communication by postal mail. Inmar may also use the email address to send User other messages relevant to User’s use of the Platform. Inmar may notify User via postings on Inmar’s website, via email, or any other means to the contact address provided to Inmar.

No Assignment by User. Neither Client nor User may not assign or transfer any rights and licenses granted hereunder.

Entire Agreement, Severability and Waiver. These Terms of Use together with the Agreement constitute the entire agreement regarding the subject matter hereof. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms of Use, which will remain in full force and effect. No waiver of any term of these Terms of Use will be deemed a further or continuing waiver of such term or any other term, and Inmar’s failure to assert any right or provision under these Terms of Use will not constitute a waiver of such right or provision.

Last Updated: July 5, 2023