General Terms & Conditions

Our Terms & Conditions

LAST UPDATE: December 4, 2023

These INSIGHT2PROFIT General Terms and Conditions (these “Terms”) and any Statement of Service or similar ordering document entered between Client and INSIGHT in connection with the provision of Services by INSIGHT to Client (“Statement of Service” or “SOS“) linking to these terms, including any other document incorporating these Terms, constitute the “Agreement” between the Parties. The Agreement governs INSIGHT’s provision of, and Client’s receipt and use of, the Services. BY EXECUTING ANY SOS WITH INSIGHT, CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THE AGREEMENT. “INSIGHT” means Price for Profit, LLC d/b/a INSIGHT2PROFIT. “Client” means the entity executing the SOS with INSIGHT. Each of INSIGHT and Client is a “Party” and, collectively, the “Parties”. Capitalized terms shall have the definitions ascribed to them herein, including as set forth in Exhibit A.

BY UTILIZING INSIGHT’S SERVICES, CLIENT AGREES THAT IT HAS READ THESE TERMS AND AGREES TO BE BOUND BY THE AGREEMENT.

SECTION 1 – SERVICES

1.1 Statements of Service. All Services to be performed and any related Client-Owned Deliverables to be provided by INSIGHT shall be in performed and provided accordance with the applicable Statement of Service executed by the Parties. Each Statement of Service shall be executed by an authorized representative of each Party and shall be governed by these Terms.

1.2 Non-Exclusive. The performance of the Services and the provision of Client-Owned Deliverables pursuant to this Agreement is nonexclusive and INSIGHT may at any time provide similar services and deliverables to other clients, provided that it adheres to its obligations as set forth herein.

1.3 Amendments to Statements of Service. If the Parties wish to modify the scope of the Services to be performed or the Client-Owned Deliverables to be provided under a Statement of Service, such changes shall be set forth in a written amendment to the applicable Statement of Service and shall only be effective upon execution of such amendment by authorized representatives of both Parties.

1.4 Priorities. In the event of a conflict between the terms and conditions of these Terms and the applicable Statement of Service, the terms and conditions of these Terms shall control unless explicitly stated otherwise in the applicable Statement of Service.

1.5 Subcontractors. INSIGHT may from time to time engage third parties to perform all or a portion of the Services without Client’s in its discretion.

SECTION 2 – IP OWNERSHIP

2.1. Ownership of INSIGHT IP. INSIGHT owns, and shall retain and continue to own, all right, title, and interest in and to the Services, any deliverables referenced in the applicable Statement of Service (except Client-Owned Deliverables whose ownership is governed by Section 2.4 below) and other techniques, methodologies, and other intellectual property created or owned by INSIGHT in connection with the performance of its obligations under the Agreement (collectively, the “INSIGHT IP”). To the extent that ownership in the INSIGHT IP does not vest automatically in INSIGHT, Client hereby assigns all such ownership rights to INSIGHT, including any improvement, enhancements, or modifications to, or derivatives or extensions of, the INSIGHT IP.

2.2. License to Use Client Data. For INSIGHT to provide the Services to Client, Client must provide INSIGHT with specific Client Data. Unless otherwise agreed upon by Client and INSIGHT in a Statement of Service, Client will be solely responsible for all data conversion and other services necessary to convert Client Data to the prescribed formats. The client is responsible for obtaining, if necessary, any third-party rights and licenses for INSIGHT to use the Client Data in the manner contemplated by this Agreement. During the Term, the Client hereby grants INSIGHT a non-exclusive license to use the Client Data in furtherance of INSIGHT’s obligations to Client hereunder.

2.3 Ownership of Client Data. Client shall retain all ownership rights in and to the Client Data that Client may provide to INSIGHT. However, INSIGHT may compile statistics and other data on an aggregated, non-identifiable basis (the “Aggregated Data“). It may use such Aggregated Data as it deems necessary and desirable to fulfill its obligations hereunder to improve its products and services.

2.4 Ownership of Client-Owned Deliverables. All items identified as “Client-Owned Deliverables” on the Statement of Service (collectively, “Client-Owned Deliverables”) shall be the exclusive property of Client and shall constitute a “work made for hire” under the Copyright Act of 1976. Upon full payment of the Fees, INSIGHT hereby transfers and assigns to Client all its right, title, and interest in and to all such Client-Owned Deliverables, and Client shall be entitled to use the Client-Owned Deliverables as it may desire. INSIGHT shall promptly deliver to Client all such Client-Owned Deliverables upon complete payment of the Fees.

SECTION 3 – CLIENT OBLIGATIONS

3.1 Cooperation. During the term of the Agreement, Client will provide all cooperation and assistance as INSIGHT may reasonably request to enable INSIGHT to exercise its rights and perform its obligations under and in connection with the Agreement.

3.2 Effect of Client Failure or Delay. INSIGHT is not responsible or liable for any delay or failure of performance caused in whole or in part by Client’s delay in performing, or failure to perform, any of its obligations under this Agreement.

3.3 Non-Solicitation. During the term of the applicable Statement of Service and for two (2) years after, Client shall not, and shall not assist any other person to, directly or indirectly recruit or solicit (other than by general advertisement not explicitly directed to any Person or Persons) for employment or engagement as an independent contractor any Person then or within the prior twenty-four (24) months employed or engaged by INSIGHT. In the event of a violation of this Section 3.3, INSIGHT will be entitled to liquidated damages equal to the compensation paid by INSIGHT to the applicable employee or contractor during the prior twenty-four (24) months.

SECTION 4 – SECURITY OF CLIENT DATA

4.1 Security. INSIGHT will maintain a commercially reasonable security program in accordance with industry standards and applicable laws which shall incorporate the security measures found here. INSIGHT shall notify Client without undue delay upon INSIGHT becoming aware of the occurrence of any unauthorized access or disclosure of Client Data (a “Data Breach”).

4.2 Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all Client Data, including its content and use by INSIGHT per this Agreement; and (b) Client’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services.

4.3 Personal Information. Except for Business Contact Information, Client will not provide any Personal Information to INSIGHT in connection with the Services without INSIGHT’s prior written consent. If INSIGHT consents to the receipt and processing of any Personal Information, such processing shall be governed by and pursuant to INSIGHT’s Data Processing Agreement found here. Each Party consents to the other Party using its Business Contact Information for contract management, payment processing, and service offering purposes related to the Agreement.

SECTION 5 – PAYMENT

5.1 Fees and Taxes. Client shall pay to INSIGHT the fees in the amount and manner outlined in the applicable Statement of Service (“Fees”). All taxes, duties, fees, and other governmental charges of any kind (excluding taxes based on the gross revenues or net income of INSIGHT) arising out of relating to the provision and receipt of the Services shall be borne by Client.

5.2 Reimbursable Expenses. Client shall reimburse INSIGHT for out-of-pocket expenses incurred by INSIGHT in connection with performing the Services (“Reimbursable Expenses”).

5.3 Payment. Client shall pay all Fees and Reimbursable Expenses within thirty (30) days after the date of the invoice. The client shall make all payments hereunder in U.S. dollars. Client shall make payments to the address or account specified in writing by INSIGHT from time to time.

5.4 Late Payment. If Client fails to make any payment when due, then, in addition to all other remedies that may be available: (a) INSIGHT may charge interest on the past due amount at the rate of 1.5% per month or, if lower, the highest rate permitted under applicable law; and (b) Client shall reimburse INSIGHT for all costs incurred by INSIGHT in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Client shall pay all amounts payable to INSIGHT under this Agreement in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than Service Credits issued under the Service Level Agreement or any deduction or withholding of tax as may be required by applicable law).

5.5 No Deductions or Setoffs. Client shall pay all amounts payable to INSIGHT under this Agreement in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law).

5.6 Taxes. Subject to the following sentence, Fees are exclusive of any taxes, assessments, or duties (collectively, “Taxes”) assessed or imposed upon any Services provided under a Statement of Service. Client is responsible for directly paying any Taxes assessed against it to the appropriate taxing authority in a timely matter, Client will promptly reimburse INSIGHT for any Taxes payable or required to be remitted by INSIGHT with respect to any Services, and INSIGHT has the right to collect any Taxes directly from the Client as part of providing Services. Such Taxes do not include Taxes based upon INSIGHT’s income. Taxes include state and local sales or use taxes and are based on upon the beneficiary location for any Services provided under a Statement of Work as set forth in such Statement of Service. Tax exemption certificates, if any, must be submitted at the time of signature of the Statement of Service.

SECTION 6 – TERM AND TERMINATION

6.1 Term. The “Term” of these Terms shall be in effect for so long as there is an effective Statement of Service or other documentation incorporating these Terms, and shall continue until expiration of all such documentation unless earlier terminated as provided hereunder. The term of each Statement of Service will be as specified therein.

6.2 Termination for Material Breach. Either Party may terminate the applicable Statement of Service upon written notice of termination in the event that the other party materially breaches the terms and conditions of the Agreement and does not cure such material breach within thirty (30) days of receipt of notice of such material breach.

6.3 Termination for Insolvency. Either Party may terminate the Statement of Service, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

6.4 Suspension for Non-Payment of Fees. Client’s failure to make timely payments hereunder shall constitute a material breach of this Agreement which shall entitle INSIGHT to immediately suspend its provision of the Services. In the event of such suspension, INSIGHT shall resume performance of Services upon receipt of all past due amounts and interest thereon.

6.5 Effect of Termination. Upon termination or expiration of a Statement of Service: (i) Client shall pay INSIGHT all Fees that would have become payable had the Statement of Service remained in effect until expiration of the term set forth in the affected Statement of Service at the agreed upon prices, fees and expense reimbursement rates set forth in the relevant Statement of Service, (ii) each Party shall destroy all of such party’s confidential or proprietary or Confidential Information within a commercially reasonable time (and certify to the other party its compliance with the foregoing); and (iii) the provisions of this Agreement that by their nature extend beyond the termination of this Agreement, including Sections 4, 5, 6, 7, 9, 10, and 11 will survive and remain in effect until all obligations are satisfied. Notwithstanding the foregoing, with respect to any Confidential Information within Party’s archive (including legal archives and business records generated in the course of a Statement of Service), back-up or other comparable systems or servers; or retained to comply with litigation holds or applicable law, such Confidential Information is only required to be destroyed in accordance with such Party’s and then-current data retention policies, litigation hold or applicable law, whichever is the longest of the retention requirements. In all cases, the terms of this Agreement continue to apply to such Confidential Information until such destruction occurs.

SECTION 7 – INDEMNIFICATION

7.1 INSIGHT Indemnification. INSIGHT shall, at its expense, defend any claim or action brought against Client (collectively, “Claims”) alleging that (i) Services infringes a third party’s valid U.S. patent, copyright or trademark, or (ii) misappropriates any trade secret. INSIGHT shall pay any final judgments awarded, or settlements entered into in connection in addition to that, provided, that: Client (a) gives INSIGHT prompt notice of any actual or threatened Claims, (b) gives sole control of the defense or settlement of such Claims to INSIGHT, and (c) cooperates fully with INSIGHT and its counsel in the defense or settlement thereof. INSIGHT shall have no liability for any settlements entered into by Client without INSIGHT’s prior written consent.

7.2 Right to Procure or Modify. If a Claim of infringement under Section 7.1 occurs, or if INSIGHT determines that a Claim is likely to occur, INSIGHT may, in its sole discretion, either: (i) procure for Client the right or license to continue to use the Services free of the infringement claim; or (ii) modify the Services to make it non-infringing. If these remedies are not reasonably available to INSIGHT, INSIGHT may, at its option, terminate the Statement of Service and return any fees paid by Client applicable to the periods after the date of such termination.

7.3 Exclusive Remedy. The provisions of this Section 7 are the sole and exclusive obligations and liability of INSIGHT and its affiliates (and the sole and exclusive remedy of Client) for any patent, copyright, trademark, trade secret, or other intellectual property rights infringement arising out of or relating to the Services and this Agreement.

7.4 Client Indemnification. Client agrees to indemnify and hold harmless INSIGHT against any damages, losses, liabilities, settlements and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any third party claim or action that arises from (i) Client’s alleged violation of any representation, covenant or warranty made by Client, (ii) Client Data, including any use of Client Data by or on behalf of INSIGHT in accordance with this Agreement; (iii) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of Client, including INSIGHT’s compliance with any specifications or directions provided by or on behalf of Client to the extent prepared without any contribution by INSIGHT; (iv) allegation of facts that, if true, would constitute Client’s breach of any of its representations, warranties, covenants, or other obligations under this Agreement; (v) gross negligence, recklessness, or willful misconduct by Client in connection with this Agreement; or (vi) otherwise from Client’s use of the Services.

SECTION 8 – WARRANTIES

8.1 Representations and Warranties of Client. Client represents and warrants that: (i) Client has all rights and authority necessary to enter into this Agreement, (ii) this Agreement will not conflict with any other agreements, obligations, or regulations in which Client is subject to; and (iii) Client has all necessary right, title and interest in the Client Data and has obtained all consents, licenses, permissions and releases necessary to grant INSIGHT to use such content, and INSIGHT’s use of such Client Data does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or security rights of any third party or violate any applicable Law.

8.2 WARRANTY DISCLAIMER. EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THE STATEMENT OF SERVICE, THE SERVICES ARE PROVIDED TO CLIENT “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INSIGHT HEREBY DISCLAIMS ANY AND ALL EXPRESSLY AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INSIGHT MAKES NO WARRANTY OF ANY KIND THAT THESE SERVICES OR THE RESULTS OF THE USE THEREOF, WITLL MEET CLIENT’S OR ANY OTHER PERSON’S REQUIREMENTS OR ACHIEVE ANY INTENDED RESULTS.

SECTION 9 – LIMITATION OF LIABILITY

9.1 Waiver of Indirect Damages. EXCEPT FOR BREACHES OF THE PARTIES’ CONFIDENTIAL OBLIGATIONS HEREUNDER OR FOR VIOLATIONS OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVENT IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Liability Limit. INSIGHT’S MAXIMUM LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT REGARDLESS OF LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE FEES PAID BY CLIENT UNDER THE APPLICABLE STATEMENT OF SERVICE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY BEFORE THE DATE OF THE EVENTS GIVING RISE TO THE CLAIM.

SECTION 10 – CONFIDENTIALITY

10.1 Disclosure of Confidential Information. During the Term and thereafter, neither Party shall use, disclose, or permit any person to obtain any Confidential Information of the other (whether or not in written or tangible form), except as specifically authorized by the disclosing or owning Party or as reasonably necessary for a Party to perform its obligations under this Agreement or as required under applicable law.

10.2 Protection of Confidential Information. Each Party agrees that it shall (i) maintain the Confidential Information of the other Party in confidence, (ii) exercise at least the same degree of care to safeguard the Confidential Information of the other Party that it uses to safeguard its information of a similar nature (but no less than a reasonable level of care), (iii) disclose the Confidential Information of the other Party only to those of its employees or contractors who need to know such information for the purposes contemplated by this Agreement (and such Party certifies that such employees or contractors, as the case may be, have previously agreed, either as a condition to employment or to obtain the Confidential Information, as applicable, to be bound by terms and conditions of confidentiality substantially similar to this Section), and (iv) use the Confidential Information of the other party only to exercise its rights and fulfill its obligations under this Agreement.

10.3 Ownership of Confidential Information. The Parties further agree that all Confidential Information of a Party that enters into the other Party’s possession or control in connection with this Agreement or otherwise is the sole property of the original Party and shall not be used in any manner adverse or contrary to the original Party’s best interests.

SECTION 11 – GENERAL PROVISIONS

11.1 Notices. Under this Agreement, any payment, notice, or other communication required or permitted shall be made in writing. Notices should be sent by certified first-class mail, postage prepaid, by hand delivery or by facsimile if confirmed in writing, in each case effective upon receipt, at the addresses below or as otherwise designated by written notice given to the other Party:

In the case of INSIGHT:INSIGHT2PROFIT3333 Richmond RoadSuite 200Beachwood, OH 44122ATTN: Legal Department

In the case of Client: To the contact identified in the Statement of Service

11.2 Use of Client’s Name. Client agrees that INSIGHT may include Client’s name and logo in INSIGHT’s sales and marketing materials.

11.3 Severability. In the event a court shall refuse to enforce any term or provision of this Agreement, such term or provision shall be construed to the extent reasonable under the circumstances, and such determination shall not affect the validity or enforceability of the balance thereof or of any other term or provision of this Agreement.

11.4 Waiver. No delay or omission by either Party in exercising any right under this Agreement shall operate as a waiver of that right or of any other right. No Party shall be deemed to have waived any of its rights under this Agreement unless such waiver is outlined in a written instrument signed by such party, and then only to the extent expressly set forth therein. A waiver or consent given by either party on any one occasion shall be effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion.

11.5 Assigning/Binding Effect. Neither Party may assign this Agreement and the rights and duties hereunder without first obtaining the written consent of the other, which consent shall not be unreasonably withheld. Any such purported assignment, without the other Party’s written consent, shall be null and of no effect. Notwithstanding the foregoing, INSIGHT may assign this Agreement without the Client’s consent to an Affiliate. This Agreement shall inure to the benefit of, and shall be binding on, the Parties hereto, their successors, and permitted assigns.

11.6 Force Majeure. If either Party is prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, acts or omissions of carriers, providers of telecommunications or Internet services, or acts of God, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.

11.7 Entire Agreement. These Terms, the Statement of Service, and all attachments and exhibits to the foregoing constitute the entire Agreement between the Parties concerning the subject matter hereof and supersede all understandings, negotiations, and prior written agreements concerning the matters specified herein. No addition to or modification of any provision of this Agreement shall be binding upon any Party unless made in writing and signed by the Party sought to be bound.

11.8 Governing Law. This Agreement shall be governed by the substantive laws of the State of Ohio without giving effect to its conflict of law principles.

11.9 Independent Contractor. INSIGHT is performing the Services as an independent contractor. This Agreement will not be construed to create a partnership, joint venture, or employment relationship between INSIGHT and Client. INSIGHT will retain full control over how it performs the Services and full control over the employment, direction, compensation, and discharge of all persons assisting it in the performance of the Services.

Exhibit A – Definitions