INSP AFFILIATE WEBSITE TERMS & CONDITIONS

Welcome to the affiliate internet site of INSP, LLC ("INSP”), a wholly owned subsidiary of The Inspirational Network, Inc.  The use of this website is only open to an authorized agent ("you”) of a MVPD system (i) legally domiciled in the 50 United States, its territories and possessions, and (ii) which carries the television network "INSP”.

 

 

This INSP AFFILIATE WEBSITE TERMS & CONDITIONS (the "Agreement”) is between the MVPD system you represent ("your System”) and INSP, with a principal place of business at 3000 WorldReach Drive, Indian Land, South Carolina 29707, USA. The Agreement covers the Web site located at the URL www.inspaffiliate.com (the "Site”). PLEASE READ THESE TERMS & CONDITIONS CAREFULLY BEFORE USING THIS SITE. BY USING THIS SITE, YOUR SYSTEM AGREES TO THESE TERMS & CONDITIONS. IF YOUR SYSTEM DOES NOT AGREE TO THESE TERMS & CONDITIONS, NEITHER YOU NOR YOUR SYSTEM SHOULD USE THIS SITE.  You represent and warrant you have authority to enter into this Agreement on behalf of your System.  Unauthorized individuals attempting to access this Site may be subject to prosecution.

 

 

1.License Grant.
The Site is provided by INSP, and this Agreement provides to you and your System a revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Site and any programs, services, tools, materials, or information made available through or from the Site conditioned on your continued compliance with the terms and conditions of this Agreement. This Agreement permits your System to use and access the Site for business purposes only.

 

 

2.Restrictions.
A. Your System shall use the Site for lawful purposes only. Your System shall not post or transmit through the Site any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violate any law. Without INSP's express prior approval, your System shall not post or transmit through the Site any material which contains advertising or any solicitation with respect to products or services. Your System shall not use the Site to advertise or perform any commercial solicitation, including, without limitation, the solicitation of users to become subscribers of other services competitive with the Site. Any conduct by you or your System that in INSP's discretion restricts or inhibits any other user from using or enjoying the Site will not be permitted.

 

 

B. The Site contains copyrighted material, trademarks and other proprietary information, including, without limitation, cross-channel promotions, text, software, photos, video, graphics, music and sound, and the contents of the Site are copyrighted under the United States copyright laws. You expressly acknowledge and agree that INSP transfers no ownership or intellectual property interest or title in and to the Site to you or anyone else. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Site content, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express written permission of INSP and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material (such as permitted distribution of cross-channel promotions), no changes in or deletion of author attribution, trademark legend or copyright notice shall be made and no ownership rights shall be transferred.

 

 

C. Your System shall not e-mail, upload, post or otherwise make available on the Site any material protected by the copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right and the burden of determining that any material is not protected by copyright rests with your System. Your System shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. Subject to INSP's policies regarding privacy, any e-mails, notes, message/billboard/forum postings, ideas, suggestions, concepts or other material submitted will be treated as non-confidential and non-proprietary and will become the property of INSP throughout the universe. By submitting material to INSP, your System automatically grants, or warrants that the owner of such material has expressly granted INSP the royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, display, translate and distribute such material (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or hereafter developed.

 

 

D. You or your System may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or in any way reproduce or circumvent the navigational structure or presentation of the Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site, (ii) attempt to gain unauthorized access to any portion or feature of the Site, including, without limitation, the account of any other authorized user(s), or any other systems or networks connected to the Site or to any INSP server or to any of the services offered on or through the Site, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site, (iv) reverse look-up, trace, or seek to trace any information on any other authorized user of or visitor to the Site, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or INSP's systems or networks or any systems or networks connected to the Site, (vi) use any device, software, or routine to interfere with the proper working of the Site or any transaction conducted on the Site, or with any other person's use of the Site, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to INSP on or through the Site, (viii) use the Site to harvest or collect e-mail addresses or other contact information; or (ix) use the Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact INSP.

 

 

E. The foregoing provisions are for the benefit of INSP, its subsidiaries, affiliates and its third party providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.

 

 

3.User Obligations.
By downloading, accessing, or using the Site, you represent that you are an authorized agent of a MVPD system legally domiciled in the 50 United States, its territories and possessions; you are at least the legal age of majority; and you will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Site, including, without limitation, when you provide information via a Site registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, INSP reserves the right to terminate immediately you and/or your System’s access to and use of the Site. In addition, you and your System agree to abide by all applicable local, state, national, and international laws and regulations with respect to your System’s use of the Site. Without limiting the generality of the foregoing, your System agrees that it shall not use nor disclose to any other party in a manner not permitted by this Agreement any personally identifiable information, which your System receives or which is made available from INSP in connection with this Agreement. This Agreement is also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You or your System shall not export the Site (or access thereto) without complying with such laws, orders, restrictions, or regulations. In addition, you also acknowledge and agree that use of the Internet and access to or transmissions or communications with the Site is solely at your own risk. While INSP has endeavored to create a secure and reliable Site, your System should understand that the confidentiality of any communication or material transmitted to/from the Site over the Internet or other form of global communication network cannot be guaranteed. Accordingly, INSP is not responsible for the security of any information transmitted to or from the Site. Your System agrees to assume all responsibility concerning activities related to your System’s use of the Site, including, providing any support or meeting any requirements of your System’s contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the Site, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance of or for the Site shall only be available through the sole discretion of INSP or pursuant to the terms and conditions of a separate written agreement with INSP.

 

 

4.Other Terms and Conditions.
Additional notices, terms, and conditions may apply to registration, receipt of services and prizes, participation in a particular rewards or incentive programs, receipt of information and materials, and/or to other specific portions or features of the Site, all of which are made a part of this Agreement by this reference. Your System agrees to abide by all additional notices, terms, and conditions. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Site, the latter terms shall control with respect to your System’s use of that portion of the Site. INSP's obligations, if any, with respect to its programs, services, tools, prizes, materials, or information are governed solely by the terms, conditions, notices, and agreements pursuant to which they are provided, and nothing in this Agreement should be construed to alter such terms, conditions, notices, and agreements.

 

 

5.Registration and User Name Handling Policy.
Registration as an authorized user for access to certain areas of the Site will require that you submit information about your System, including without limitation your System’s corporate name and address, subscriber count, your name and title, etc. INSP has the right to deny any registration request. Each authorized user may use only one user name and password and, thus, one account. By using the Site, your System agrees to consider its user name and password as confidential information and to keep its user name and password confidential. Your System shall have only one authorized user and  agrees not to use another authorized user's user name and password. Your System will immediately notify INSP if the authorized user for your System has changed, your System becomes aware of any loss or theft of your System’s password or any unauthorized use of your System’s user name and password. INSP cannot and will not be liable for any loss or damage arising from your System’s failure to comply with these obligations. INSP reserves the right to delete or change (with notice) a user name or password at any time and for any reason.

 

 

6.Privacy Policy.
Your System understands, acknowledges, and agrees that the operation of certain programs, services, tools, materials, or information of the Site requires the submission, use, and dissemination of various personal identifying information. Accordingly, if your System wishes to access and use those programs, services, tools, materials, or information of the Site, you and your System acknowledge and agree that your System’s use of the Site will constitute acceptance of INSP's personal identifying information collection and use practices. Please see INSP's Privacy Policy for a summary of INSP's personal identifying information collection and use practices.

 

7.Feedback and Submissions.
INSP welcomes your System’s feedback and suggestions about INSP's products or services or the Site. By transmitting any suggestions, information, material, or other content (collectively, "feedback") to INSP, your System represents and warrants that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that your System has all rights necessary to convey to INSP and enable INSP to use such feedback. In addition, any feedback received through the Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for INSP to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and your System hereby waives any claim to the contrary.

 

 

8.Links to Other Sites.
INSP may provide links, in its sole discretion, to other sites on the World Wide Web for your System’s convenience in locating or accessing related information, products, and services. These sites have not necessarily been reviewed by INSP and are maintained by third parties over which INSP exercises no control. Accordingly, INSP expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

 

 

9.Third-Party Products/Services.
INSP, in its sole discretion, may post the advertisements of third parties on the Site and/or feature materials, programs, products, and services provided by third parties, including, without limitation, INSP's registrants. INSP makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, or receive programs, products, and services which such third-party materials, products, prizes and services may access. Your correspondence or any other dealings with third parties found on the Site are solely between your System and such third party. Accordingly, INSP expressly disclaims responsibility and liability for all third-party provided materials, programs, products, merchandise, prizes and services contained on, accessed or received through the Site, and your System agrees that INSP shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Site.

 

 

10.  Points and Prizes.
A. Your System can earn points ("Points”) through registering for and participating in promotions offered by INSP.  Your System can redeem Points for prizes ("Prizes”) whenever its Points balance is sufficient to obtain one of the Prizes offered at that time.  To see a list of currently available Prizes and redeem Points, go to www. http://inspaffiliate.com/promotions.asp.

 

 

B. Each Prize will be subject to its own specific terms and conditions, which INSP will provide with the offer of the Prize. These may include information on expected shipping, any applicable warranties, and any limitations or restrictions, such as an expiration date for a Prize. If a Prize expires before your System uses it, INSP has no obligation to your System to replace the Prize, to refund the Points used to redeem the Prize, or to otherwise compensate your System.

 

 

C.  INSP, per its sole discretion, may change at any time without notice the Prizes offered through the Site and/or the Point value of any Prize.
 
D. The Points required to obtain the Prizes will be deducted at the time of your System’s redemption request. If your System does not complete the purchase or take the other specified action within the required time period, INSP will refund your System’s Points to its Account.

 

 

E.  If a Prize was available at the time your System ordered it, but is later cancelled or otherwise becomes unavailable (and there is no substitute Prize available), INSP will refund your System’s Points to its Account and notify your System of the cancelled Prize order.

 

 

F. Some Prizes could be gift certificates that your System can use at a participating merchant. Your System and the merchant must comply with all laws related to the Prize, including paying and collecting any federal, state, or local taxes.

 

 

G. Some Prizes could be trips ("Trip”) to various destinations around the world. All components of the Trip is subject to availability and does not include travel on or near major U.S. holidays or other blackout periods. Blackout dates will apply. The Trip does not include travel originating in Alaska or Hawaii. If travel originates from Alaska, Hawaii or a gateway non-major US gateway, then your System will be required to pay an additional sum to cover the cost of the increased airfare as determined by INSP.  The Prize does not include fees or charges imposed by airlines or other suppliers for services or items offered beyond their standard level of service (e.g. paper ticket issuance fees, standby fees, overweight or extra luggage fees, etc.).  Your System may be required to choose three desired departure dates, in order of preference, and will be notified of confirmation of dates. INSP will attempt to accommodate your System’s preferred itinerary, but all specifics thereof will be at INSP’s sole discretion.  Your System must confirm travel dates at least 45 days prior to departure.  Once confirmed, trip dates and travel accommodations cannot be change. Travel is subject to availability, blackout dates, and/or change due to the circumstances beyond INSP's control.  All travelers participating in the Trip must travel on the same dates, itinerary, and fare class. The Trip must be fulfilled prior to an expiration date. No extensions will be permitted, and any unused travel will be forfeited.

 

 

H. There is no shipping or handling fee for standard delivery of Prizes. INSP will generally send Prizes to your System within six to ten weeks after your System places its order.

 

 

I. If a merchandise Prize is damaged in transit, your System can return it at INSP’s cost and receive a full refund of the Points your System redeemed to order the Prize. To get a refund, your System must return the damaged Prize in its original packaging within ten (10) days of receiving it. Otherwise, your System cannot return, transfer, replace, or exchange Prizes under any circumstances. Non-merchandise Prizes (such as gift cards and gift certificates) are never returnable. Unless damaged in transit as stated above,  INSP and participating merchants are not responsible for replacing mutilated, lost or stolen Prizes of any kind.

 

 

J. Prizes are non-transferable, with no cash redemption or equivalent.  INSP reserves the right, in its sole discretion, to substitute any listed Prize for one of equal or greater value for any reason. Not all Prizes are available in all jurisdictions.  

K.  Prior to delivering certain Prizes, INSP in its sole discretion may require that your System or the individual persons accepting or participating in the Prize complete, sign and return to INSP certain documentation (including without limitation a Publicity Release (except where prohibited by law), Release Waiver and W-9 Internal Revenue Service Tax Form). All federal, state and local income taxes, insurance, licensing, registration and title fees connected to the Prize are the sole responsibility of the redeeming entity.  It is your System’s responsibility to claim the value in its taxes.  All federal, state and local laws and regulations apply.

L. If your System’s Account is inactive for a period of six months, INSP has the right to automatically close the Account.  Should your System’s account be closed for any reason, your System will forfeit all unused Points associated with the Account.

 

 

11. Disclaimer.
WHILE INSP ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, PRIZES, AND MATERIALS, THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, PRIZES AND MATERIALS AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, DEFECTS OR OTHER INACCURACIES. INSP IS ALSO NOT RESPONSIBLE FOR ANY POSTINGS PROVIDED BY YOUR SYSTEM THAT ARE AVAILABLE THROUGH OR FROM THE SITE. MOREOVER, INSP MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE SITE OR IN THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, PRIZES, AND MATERIALS AVAILABLE ON AND THROUGH THE SITE AT ANY TIME AND FOR ANY REASON. YOUR SYSTEM ASSUMES THE SOLE RISK OF MAKING USE AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, PRIZES AND MATERIALS AVAILABLE ON AND THROUGH THE SITE. INSP MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, PRIZES AND MATERIALS AVAILABLE ON AND THROUGH THE SITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. INSP ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE SITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

 

 

12.Limitation of Liability.
You and you System expressly absolve and release INSP from any claim of harm resulting from a cause beyond INSP's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. YOU AND YOUR SYSTEM AGREE THAT NEITHER INSP, ITS RESPECTIVE PARENT, AFFILIATES, SUBSIDIARIES, REPRESENTATIVES, CONSULTANTS, CONTRACTORS, LEGAL COUNSEL, ADVERTISING, PUBLIC RELATIONS, PROMOTIONAL, FULFILLMENT AND MARKETING, WEB SITE PROVIDERS, WEB MASTERS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (THE "RELEASED ENTITIES"), WILL HAVE ANY LIABILITY WHATSOEVER AND SHALL BE HELD HARMLESS BY YOU AND YOUR SYSTEM AGAINST, ANY LIABILITY FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND TO PERSONS, INCLUDING (BUT NOT LIMITED TO) PERSONAL INJURY (INCLUDINGOR DEATH), OR PROPERTY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ACCEPTANCE, POSSESSION, MISUSE, OR USE OF ANY PRIZE, INFORMATION, OR MATERIALS OR IN ANY RELATED ACTIVITY, OR ANY CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION OR INVASION OF PRIVACY, OR MERCHANDISE DELIVERY. THE RELEASED ENTITIES ARE NOT RESPONSIBLE IF ANY PRIZE CANNOT BE AWARDED FOR ANY REASON, INCLUDING WITHOUT LIMITATION ACTS OF GOD, ACTS OF WAR, NATURAL DISASTERS, WEATHER, OR TERRORISM.  YOU AND YOUR SYSTEM AGREE THAT THE RELEASED ENTITIES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INJURIES, DAMAGES, OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES TO PERSONS, INCLUDING DEATH, OR TO PROPERTY FOR ANY REASON, INCLUDING WITHOUT LIMITATION ARISING OUT OF ACCESS TO AND USE OF THE SITE, THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SAID SITE, THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, PRIZES AND MATERIALS AVAILABLE THROUGH THE SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF INSP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

 

 

13. Indemnity.
Your System agrees to defend, indemnify, and hold harmless INSP, its parents, subsidiaries, and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from any breach by you or your System of this Agreement.

 

 

14.Notice of Security Breach.
In addition to the foregoing indemnification obligation, if you or your System discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by INSP, your System shall immediately (i) notify INSP of such breach or such potential breach and (ii) if the applicable data was in your System’s possession or control, including, without limitation, in instances where such possession or control was permitted by this Agreement at the time of such breach or potential breach, your System shall immediately (a) investigate such breach or such potential breach, (b) inform INSP of the results of such investigation, (c) assist INSP using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist INSP as reasonably necessary to enforce INSP's rights and to enable INSP to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.

 

 

15.Governing Law.
This Agreement has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of North Carolina, U.S.A. as applied to agreements entered into and completely performed in the State of North Carolina. Your System and INSP each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts located in Charlotte, North Carolina for any disputes between us under or arising out of this Agreement. Your System also agrees to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you or your System might have against INSP must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. Your System also acknowledges and agrees that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this Agreement and is hereby disclaimed. INSP makes no representation that the Site is appropriate or available for use in other locations outside the State of North Carolina, and access to the Site from states, territories, or nations where any aspect of the Site is illegal is prohibited. Your or your System’s access the Site on your own volition and are responsible for compliance with all applicable local laws with respect to your System’s access and use of the Site. A printed version of this Agreement and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact INSP if your System wishes to receive a printed copy of this Agreement.

 

 

16.Enforcing Security on the Site.
Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. INSP reserves the right to view, monitor, and record activity on the Site without notice or permission from you or your System, including, without limitation, by archiving notices or communications sent by your System through the Site. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site as well as to disclosures required by or under applicable law or related government agency actions. INSP will also comply with all court orders involving requests for such information. In addition to the foregoing, INSP reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Site, or any portion of the Site, in order to protect the Site, INSP, or INSP's business partners and affiliates.

 

 

17.Term and Termination.
INSP reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this Agreement, to deny you or your System’s access to the Site or to any portion thereof in order to protect its name and goodwill, its business, and/or other authorized users, and this Agreement will also terminate automatically if you or your System fails to comply with this Agreement, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. Your System may also terminate this Agreement at any time by ceasing to use the Site, but all applicable provisions of this Agreement will survive termination, as identified below. Upon termination, your System must destroy all copies of any aspect of the Site in its possession. In addition to the miscellaneous section below, the provisions concerning INSP's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this Agreement for any reason.

 

 

18.Miscellaneous.
Your System acknowledges that any breach, threatened or actual, of this Agreement will cause irreparable injury to INSP, such injury would not be quantifiable in monetary damages, and INSP would not have an adequate remedy at law. Your System therefore agrees that INSP shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your System’s obligations under any provision of this Agreement. Accordingly, your System hereby waives any requirement that INSP post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to INSP to enforce any provision of this Agreement. The parties agree that this Agreement is for the benefit of the parties hereto.  Accordingly, this Agreement is personal to your System, and your System may not assign its rights or obligations to any other person or entity without INSP's prior written consent. Failure by INSP to insist on strict performance of any of the terms and conditions of this Agreement will not operate as a waiver by INSP of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this Agreement is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between your System and INSP as result of this Agreement or your System’s utilization of the Site. Headings herein are for convenience only. This Agreement, along with the INSP's Privacy Policy, represents the entire agreement between your System and INSP with respect to use of the Site, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between your System and INSP with respect to the Site.

 

 

19. Modification of Agreement.
INSP reserves the right, at its sole discretion, to change, modify, add or remove any portion of this Agreement, including without limitation the Privacy Policy, in whole or in part, at any time. Such changes will be posted on the Site. Your System agrees that its continued use of the Site shall constitute your System’s unconditional acceptance of any such changes, modifications, additions or removals, of or to this Agreement.

 

 

20. Contacting the Site.
If you have any questions about these Terms & Conditions, the practices of this Site, or your System’s dealings with this Site, you can contact us at affiliatewebsite@insp.com.