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Terms of Service

Last Updated: March 9, 2026 1. INTRODUCTION AND ACCEPTANCE OF TERMS These Terms of Service ("Agreement" or "Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and insightsoftware, LLC. and its affiliates ("insightsoftware," "Company," "we," "us," or "our") governing your access to and use of the insightsoftware platform, products, software applications, and related services (collectively, the "Services"). BY ACCESSING OR USING THE SERVICES, CLICKING "I ACCEPT," OR EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. If you do not agree to these Terms, you may not access or use the Services. 1.1 Eligibility The Services are intended for use by businesses and individuals who are at least eighteen (18) years of age or the age of majority in their jurisdiction, whichever is greater. By accessing or using the Services, you represent and warrant that you meet these eligibility requirements. If you are accessing or using the Services on behalf of an organization, you further represent that you have the authority to bind such organization to these Terms. 2. DEFINITIONS "Authorized User" means any individual who is authorized by Customer to access and use the Services under Customer's account, including employees, contractors, consultants, and agents. "Customer Data" means all electronic data, information, content, or materials submitted by or on behalf of Customer through the Services, including but not limited to financial data, reports, analytics outputs, and business records. "Documentation" means the user guides, technical specifications, implementation guides, and other materials describing the functionality and operation of the Services, as made available by insightsoftware. "Order Form" means an ordering document or online order specifying the Services to be provided, applicable fees, subscription term, and other commercial terms, which references and incorporates these Terms. "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws, including the GDPR, CCPA, and similar regulations. "Subscription Term" means the period during which Customer is authorized to access and use the Services, as specified in the applicable Order Form or as otherwise agreed upon acceptance of Services. 3. SERVICES AND LICENSE GRANT 3.1 License Grant Subject to Customer's compliance with this Agreement and payment of all applicable fees, insightsoftware grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations in accordance with the Documentation and applicable Order Form, if any. 3.2 Service Description The Services include insightsoftware's financial software solutions, which may encompass enterprise resource planning (ERP) reporting, enterprise performance management (EPM), operational reporting, budgeting and planning, consolidation and close management, data analytics, and related capabilities as specified in the applicable Order Form, if applicable, or as the subscription offering states. 3.3 Updates and Modifications insightsoftware may update, modify, or enhance the Services from time to time. While insightsoftware will use commercially reasonable efforts to maintain material functionality, certain features may be modified, deprecated, or discontinued. insightsoftware will provide reasonable advance notice of material changes that adversely affect Service functionality. 3.4 Beta Features insightsoftware may offer beta, preview, or early access features ("Beta Features"). Beta Features are provided "as is" without warranty or support obligations, may be discontinued at any time, and should not be used for production or critical business functions without Customer's assumption of all associated risks. 3.5 Artificial Intelligence and Machine Learning The Services may include artificial intelligence, machine learning, or similar technologies (“AI Technology”). Customer’s use of AI Technology is subject to the AI Technology Terms available at https://legal.insightsoftware.com/contracts/AI-Technology-terms-eng-v041425.pdf, which are incorporated herein by reference. “AI Technology” means any machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, and related software implementations capable of generating content based on user-supplied prompts. insightsoftware will not use Customer Data to train AI models for use by other customers or third parties without Customer’s prior written consent. AI Technology is provided “AS IS” without warranty of any kind, and Customer is solely responsible for reviewing and validating any output from AI Technology before relying upon it. 4. ACCOUNT REGISTRATION AND SECURITY 4.1 Account Creation Customer must register for an account to access the Services. Customer agrees to provide accurate, current, and complete registration information and to maintain and promptly update such information to keep it accurate, current, and complete. 4.2 Account Security Customer is responsible for maintaining the confidentiality of all login credentials and for all activities that occur under Customer's account. Customer agrees to: (a) implement appropriate access controls and authentication mechanisms; (b) promptly notify insightsoftware of any unauthorized access or security breach; (c) ensure Authorized Users comply with this Agreement; and (d) not share account credentials or allow unauthorized access to the Services. 4.3 User Limits Customer may only permit the number of Authorized Users as paid for in the subscription or specified in an applicable Order Form to access the Services. Customer is responsible for ensuring that Authorized Users comply with this Agreement. 4.4 Account Suspension and Disabling insightsoftware reserves the right, in its sole discretion and without prior notice, to disable, suspend, or terminate any user name, password, or other identifier, whether chosen by Customer or provided by insightsoftware, at any time and for any reason or no reason, including but not limited to: (a) violation of these Terms; (b) suspected fraudulent, abusive, or illegal activity; (c) security concerns; or (d) extended periods of inactivity. insightsoftware shall not be liable to Customer or any third party for any such disabling, suspension, or termination of account access. 5. FEES AND PAYMENT 5.1 Fees Customer agrees to pay all fees specified at the time of purchase or as stated in the applicable Order Form. Unless otherwise stated, fees are quoted in U.S. dollars, are non-refundable, and are due in advance. Subscription fees are based on the Services purchased and not actual usage, and payment obligations are non-cancelable. 5.2 Payment Terms Unless otherwise specified in the Order Form, invoices are due and payable within thirty (30) days of the invoice date. Late payments will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Customer shall reimburse insightsoftware for reasonable costs of collection, including attorneys' fees. 5.3 Taxes All fees are exclusive of taxes. Customer is responsible for payment of all applicable taxes (excluding taxes based on insightsoftware's net income), including sales, use, VAT, GST, and similar taxes. If insightsoftware is required to collect or pay taxes, such taxes will be invoiced to Customer unless Customer provides a valid tax exemption certificate. 5.4 Fee Increases insightsoftware may increase fees upon renewal by providing at least thirty (30) days' written notice prior to the commencement of a renewal term. Any fee increase will not apply to the currently active Subscription Term. 5.5 Online Purchases and Transactions The insightsoftware website may permit online purchases of Services, subscriptions, or other offerings. All orders placed through the website are subject to acceptance by insightsoftware. insightsoftware reserves the right to refuse or cancel any order for any reason, including but not limited to product or service availability, errors in the description or price of the product or service, or error in Customer’s order. In the event that an order is canceled after Customer’s payment has been processed, insightsoftware will issue a full refund to the original method of payment. Online transactions are governed by these Terms and any additional terms presented at the time of purchase. 6. ACCEPTABLE USE POLICY 6.1 Permitted Use Customer may use the Services only for lawful purposes and in accordance with this Agreement and the Documentation. Customer shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Services. 6.2 Prohibited Activities Customer shall not, and shall not permit any Authorized User or third party to: Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; Sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the Services to any third party; Access the Services to build a competitive product or service or to benchmark against a competing solution; Use the Services to store or transmit infringing, defamatory, or unlawful material, or to store or transmit material in violation of third-party rights; Use the Services to store or transmit malicious code, viruses, or other harmful software; Interfere with, disrupt, or attempt to gain unauthorized access to the Services, servers, or networks connected to the Services; Use the Services in a manner that violates any applicable law, regulation, or export control restriction; Remove, alter, or obscure any proprietary notices on the Services; or Use automated means to access the Services beyond those provided through documented APIs. 6.3 Website Content Use Customer may access and view the insightsoftware website (www.insightsoftware.com) and print a reasonable number of pages from the website solely for Customer’s personal, non-commercial use or legitimate business evaluation purposes, provided that Customer maintains all copyright and other proprietary notices contained in such materials. Customer shall not use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text. Any use of website content not expressly permitted by these Terms requires prior written consent from insightsoftware. Requests for such uses may be directed to legal-notices@insightsoftware.com. 6.4 Social Media Features The insightsoftware website may provide links to third-party social media platforms (such as LinkedIn, Twitter/X, Facebook, and YouTube). Customer’s use of any linked social media platforms is governed by those platforms’ respective terms of service and privacy policies. insightsoftware is not responsible for the content, privacy practices, or availability of any third-party social media platforms. 6.5 Linking to the Website Customer may link to the insightsoftware website’s homepage, provided that: (a) the link is not done in any way that suggests any form of association, approval, or endorsement by insightsoftware where none exists; (b) the link does not cause insightsoftware’s website or any portion thereof to be displayed within a frame on any other website; (c) the website from which Customer links complies in all respects with these Terms, including the Content Standards set forth herein; and (d) Customer discontinues providing links to the website if requested by insightsoftware. insightsoftware reserves the right to withdraw linking permission without notice. 6.6 Content Standards Any content submitted, posted, or transmitted by Customer to or through the Services or website must comply with the following Content Standards. Content must not: (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination; (c) infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any third party; (d) violate the legal rights of others or contain any material that could give rise to civil or criminal liability; (e) promote any illegal activity; (f) contain any viruses or other harmful code; (g) be likely to deceive any person; or (h) give the impression that it emanates from or is endorsed by insightsoftware or any other person or entity when that is not the case. 6.7 Monitoring and Enforcement insightsoftware does not and cannot review all material before it is posted on or through the Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, insightsoftware assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any Customer or third party. insightsoftware reserves the right, but has no obligation, to review, edit, refuse, or remove any content in its sole discretion. 6.8 Prohibited Communications Customer shall not use the Services or website to send, knowingly receive, upload, download, use, or re-use any material which does not comply with the Content Standards. Customer shall not transmit, or procure the sending of, any advertising or promotional material without insightsoftware’s prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation. 7. INTELLECTUAL PROPERTY RIGHTS 7.1 insightsoftware Ownership insightsoftware and its licensors retain all rights, title, and interest in and to the Services, Documentation, and all related intellectual property rights, including all modifications, enhancements, and derivative works thereof. No rights are granted to Customer except as expressly set forth in this Agreement. 7.2 Customer Data Ownership Customer retains all rights, title, and interest in and to Customer Data. Customer grants insightsoftware a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display Customer Data solely as necessary to provide and improve the Services, comply with legal obligations, and respond to Customer support requests. 7.3 User Contributions To the extent Customer posts, submits, publishes, displays, or transmits any content through the Services or website that is intended for public viewing or sharing (“User Contributions”), Customer grants insightsoftware and its affiliates and service providers a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties such User Contributions for any purpose. Customer represents and warrants that Customer owns or controls all rights to User Contributions and has the right to grant the license granted above. Customer understands and acknowledges that Customer is responsible for any User Contributions submitted, and that Customer, not insightsoftware, has full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. 7.4 Aggregated Data insightsoftware may collect, use, and analyze aggregated and de-identified data derived from Customer's use of the Services for purposes including improving the Services, developing new products, and creating industry benchmarks, provided that such data does not identify Customer or any individual. 7.5 Feedback If Customer provides suggestions, ideas, or feedback regarding the Services ("Feedback"), Customer grants insightsoftware a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Services without obligation or compensation. 7.6 Trademarks The insightsoftware name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of insightsoftware, Inc. or its affiliates or licensors. Customer shall not use such marks without the prior written permission of insightsoftware. All other names, logos, product and service names, designs, and slogans on the Services or website are the trademarks of their respective owners. Nothing in these Terms grants Customer any right to use any trademark, service mark, logo, or trade name of insightsoftware or any third party. 7.7 Copyright and DMCA Policy insightsoftware respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), insightsoftware will respond expeditiously to claims of copyright infringement. If you believe that any content on the Services infringes your copyright, please submit a notification to legal-notices@insightsoftware.com containing: (a) identification of the copyrighted work claimed to be infringed; (b) identification of the material that is claimed to be infringing; (c) your contact information; (d) a statement that you have a good faith belief that use of the material is not authorized; (e) a statement that the information in the notification is accurate; and (f) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 8. DATA PROTECTION AND PRIVACY 8.1 Data Processing insightsoftware will process Customer Data in accordance with its Privacy Policy, available at www.insightsoftware.com/legal/privacy-policy, and applicable data protection laws. Where insightsoftware processes Personal Data on behalf of Customer, the parties shall enter into a Data Processing Agreement (“DPA”) governing such processing. 8.2 Security Measures insightsoftware maintains administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, destruction, loss, alteration, or misuse. insightsoftware's security measures include encryption of data in transit and at rest, access controls, vulnerability management, and regular security assessments. 8.3 Data Breach Notification In the event of a confirmed security incident involving unauthorized access to Customer Data ("Data Breach"), insightsoftware will notify Customer without undue delay and in accordance with applicable law. insightsoftware will provide reasonable cooperation and assistance to Customer in investigating and mitigating the effects of any Data Breach. 8.4 Data Location and Transfers Customer Data may be processed and stored in data centers located in the United States and other jurisdictions. Where Customer Data is transferred across borders, insightsoftware will implement appropriate safeguards in compliance with applicable data protection laws, including standard contractual clauses where required. 8.5 Regulatory Compliance Customer acknowledges that the Services are designed for general financial reporting and analytics use cases. Customer is solely responsible for ensuring its use of the Services complies with applicable industry-specific regulations (such as SOX, HIPAA, PCI-DSS, or financial services regulations) and for configuring the Services appropriately for such compliance. 9. CONFIDENTIALITY 9.1 Definition "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes Customer Data, business plans, product roadmaps, pricing, technical specifications, and security information. 9.2 Obligations Recipient shall: (a) use Confidential Information only as necessary to exercise rights and fulfill obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors, and agents who need access and are bound by confidentiality obligations at least as protective as those in this Agreement. 9.3 Exceptions Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to Recipient prior to disclosure without confidentiality restriction; (c) is independently developed by Recipient without use of Confidential Information; or (d) is rightfully received from a third party without confidentiality restriction. 9.4 Compelled Disclosure Recipient may disclose Confidential Information if compelled by law, provided Recipient gives Discloser prompt notice (to the extent legally permitted) and reasonable assistance to contest the disclosure. 10. SERVICE LEVELS AND SUPPORT 10.1 Service Availability insightsoftware will use commercially reasonable efforts to make services available in accordance with any specified Service Level Agreement ("SLA"). 10.2 Scheduled Maintenance insightsoftware may perform scheduled maintenance during designated maintenance windows. insightsoftware will provide reasonable advance notice of scheduled maintenance that may materially affect Service availability. 10.3 Technical Support insightsoftware will provide technical support to Customer in accordance with the support available at https://insightsoftware.com/legal/contracts/support-policy/. 11. WARRANTIES AND DISCLAIMERS 11.1 Mutual Warranties Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it will comply with all applicable laws in its performance under this Agreement; and (c) its execution of this Agreement does not violate any other agreement to which it is a party. 11.2 Service Warranty insightsoftware warrants that during the Subscription Term, the Services will perform materially in accordance with the Documentation. Customer's sole remedy for breach of this warranty is, at insightsoftware's option, repair, replacement, or a pro-rata refund of prepaid fees for the affected portion of the Services. 11.3 Disclaimer EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." INSIGHTSOFTWARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INSIGHTSOFTWARE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED. 11.4 Customer Warranties Customer represents and warrants that: (a) Customer owns or has the right to use and provide Customer Data for processing by the Services; (b) Customer Data does not infringe any third-party rights; and (c) Customer's use of the Services will comply with all applicable laws. 12. LIMITATION OF LIABILITY 12.1 Exclusion of Consequential Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 12.2 Cap on Liability EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO INSIGHTSOFTWARE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. 12.3 Excluded Claims "Excluded Claims" means: (a) Customer’s payment obligations; (b) either party’s indemnification obligations; (c) Customer’s breach of Section 6 (Acceptable Use) or Section 7 (Intellectual Property Rights); (d) fraud or intentional misconduct; or (e) liability that cannot be limited by applicable law. 13. INDEMNIFICATION 13.1 insightsoftware Indemnification insightsoftware shall defend, indemnify, and hold harmless Customer from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from allegations that the Services, as provided by insightsoftware and used in accordance with this Agreement, infringe any third-party intellectual property rights. This obligation does not apply to claims arising from: (a) Customer Data; (b) modifications to the Services not made by insightsoftware; (c) combination of the Services with materials not provided by insightsoftware; or (d) Customer's use of the Services in breach of this Agreement. 13.2 Customer Indemnification Customer shall defend, indemnify, and hold harmless insightsoftware from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Data; (b) Customer's use of the Services in violation of this Agreement; or (c) Customer's violation of applicable law. 13.3 Indemnification Procedures The indemnifying party's obligations are conditioned upon: (a) prompt written notice of the claim; (b) sole control over the defense and settlement of the claim; and (c) reasonable cooperation from the indemnified party. The indemnified party may participate in the defense at its own expense. 14. TERM AND TERMINATION 14.1 Term This Agreement commences on the date of purchase or the Effective Date specified in the initial Order Form and continues until all Subscription Terms have expired or been terminated. Each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 14.2 Termination for Cause Either party may terminate this Agreement: (a) upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period; or (b) immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. 14.3 Termination for Convenience Customer may terminate this Agreement for convenience upon thirty (30) days' written notice, provided that Customer shall remain liable for all fees due for the remainder of the Subscription Term. 14.4 Effect of Termination Upon termination or expiration: (a) Customer's access to the Services will be suspended; (b) each party shall return or destroy the other party's Confidential Information upon request; (c) Customer may request export of Customer Data for a period of thirty (30) days following termination, after which insightsoftware may delete Customer Data; and (d) all payment obligations accrued prior to termination remain due and payable. 14.5 Survival The following sections shall survive termination or expiration of this Agreement: Sections 2 (Definitions), 5 (Fees and Payment), 7 (Intellectual Property Rights), 9 (Confidentiality), 11.3 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14.4 (Effect of Termination), 14.5 (Survival), 15 (Dispute Resolution), and 16 (General Provisions). 15. DISPUTE RESOLUTION AND GOVERNING LAW 15.1 Governing Law & Jurisdiction The law and the courts that have jurisdiction in the event of any dispute or lawsuit arising out of or in connection with the Agreement are determined by Customer’s domicile in accordance with the table below. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the the Uniform Computer Information Transactions Act (where enacted), each of which is expressly excluded. In any action or proceeding to enforce rights under the Agreement, the prevailing Party will be entitled to recover costs and attorneys’ fees. Customer's Geographical Domicile Governing Law Courts with exclusive jurisdiction North or South America Delaware and controlling United States federal law Wake County, North Carolina, U.S.A. Europe, Middle East, or Africa (excluding Germany and France) England London, England Asia Pacific New South Wales, Australia New South Wales, Australia   The parties agree to the applicable governing law above without regards to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. 15.2 Alternative Jurisdiction Notwithstanding the foregoing, insightsoftware reserves the right to bring any suit, action, or proceeding against Customer for breach of these Terms in Customer’s country of residence or any other relevant country where Customer may be subject to jurisdiction. 15.3 Informal Resolution Before initiating any formal dispute resolution, the parties agree to attempt to resolve any dispute informally by providing written notice describing the dispute and attempting in good faith to resolve the matter through negotiation for a period of thirty (30) days. 15.4 Binding Arbitration Option At insightsoftware’s sole election, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, may be finally settled by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted by one (1) arbitrator in Raleigh, North Carolina. The language of the arbitration shall be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This arbitration provision shall not preclude either party from seeking injunctive or other equitable relief from a court of competent jurisdiction. The costs of arbitration, including administrative fees and arbitrator compensation, shall be shared equally by the parties, unless the arbitrator determines otherwise. 15.5 Limitation on Time to File Claims ANY CAUSE OF ACTION OR CLAIM THAT CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. This limitation does not apply to claims arising under the indemnification provisions of this Agreement or to actions to enforce, prevent, or obtain relief for violation of intellectual property rights. 16. GENERAL PROVISIONS 16.1 Export Compliance Customer shall comply with all applicable export control laws, sanctions, and regulations, including those of the United States. Customer shall not export, re-export, or transfer the Services to any prohibited country, entity, or individual. 16.2 Assignment Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. 16.3 Notices Notices under these Terms must be in writing and delivered by email to insightsoftware's Legal Department at legal-notices@insightsoftware.com. In the case of an Order Form, notices must be in writing and delivered by email, overnight courier, or certified mail to the addresses specified in the Order Form. 16.4 Force Majeure Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party telecommunications providers. Customer's payment obligations are not excused by force majeure events. 16.5 Independent Contractors The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. 16.6 Waiver No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. The failure to exercise any right shall not operate as a waiver of such right. 16.7 Severability If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent. 16.8 Existing Agreement For Customers with an existing Master Services Agreement, Software License Agreement, or similar negotiated agreement with insightsoftware (collectively, "Existing Agreement"), in the event of a conflict between these Terms of Service and the Existing Agreement, the terms of the Existing Agreement shall prevail. The following documents are incorporated herein: (a) the Data Processing Addendum located at https://insightsoftware.com/legal/contracts/data-processing-addendum ; (b) the Acceptable Use Policy referenced herein; and (c) any applicable Order Forms executed by the parties. 16.9 Modifications insightsoftware may modify these Terms from time to time by posting updated Terms on its website and providing notice to Customer. Material changes will become effective thirty (30) days after notice. Continued use of the Services after the effective date of modifications constitutes acceptance of the modified Terms. For negotiated agreements, modifications require mutual written consent. 16.10 Third-Party Integrations The Services may integrate with third-party applications, platforms, and services ("Third-Party Services"). Customer's use of Third-Party Services is governed by the applicable third-party terms. insightsoftware is not responsible for Third-Party Services and makes no warranties regarding their availability, performance, or security. 17. CONTACT INFORMATION For questions about these Terms of Service, please contact: insightsoftware, LLC. 8529 Six Forks Rd., Suite 300, Raleigh, NC 27615 United States Email: legal-notices@insightsoftware.com Website: www.insightsoftware.com * * * BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE.