1. Purpose and Scope of Agreement.
The mission of InsYght is to connect entrepreneurs to precisely the resources necessary to move their ideas forward. To achieve our mission, InsYght analyzes the specific circumstances of an individual or business, determines the immediate needs of that entity and prescribes the processes required to meet those needs. InsYght is available through our website, mobile applications, and developer platform. InsYght gathers user information through an extensive questionnaire and connects entrepreneurs to the exact services that can help. It's the fastest way to move your ideas to the next level.
If you are using InsYght on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become an InsYght User, do not conclude the Agreement and immediately cease using InsYght.
2. YOUR OBLIGATIONS.
A. Applicable laws and this Agreement
You must comply with all applicable laws of the State of Michigan and the United States, the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections.
You may NOT copy and/or disclose any of the Services and/or InsYght content to any third party. Doing so is a violation of this Agreement and our rights, and may subject you to liability.
B. License and warranty for your submissions to InsYght.
You own the information you provide InsYght under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. You grant InsYght a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to InsYght, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to InsYght, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss.
By providing information to us, you represent and warrant to us that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your InsYght profile information accurate and updated.
C. Service Eligibility.
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 14 years of age and have received parental consent OR are 18 years of age or older and are submitting accurate information to us to establish your account, including your legal first and last names; (2) are not currently restricted from the Services, or not otherwise prohibited from using InsYght services, (3) are not a competitor of InsYght or are not using the Services for reasons that are in competition with InsYght; (4) will only maintain one InsYght account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of InsYght, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.
D. Sign-In Credentials.
You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users' accounts; (4) refrain from selling, trading, or otherwise transferring your InsYght account to another party; and (5) refrain from charging anyone for access to any portion of InsYght, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own.
E. Release and Indemnification.
You agree to release InsYght Inc., Digerati Inc., a Michigan Corporation, its program sponsors, affiliates, subsidiaries, attorneys from any and all past, present and future claims and third party claims, presently known or unknown, and indemnify and hold the InsYght, Inc. and Digerati Inc., a Michigan Corporation, its program sponsors, affiliates, subsidiaries, attorneys harmless for all damages, losses and costs (including, but not limited to, actual attorneys' fees and costs) related to all claims and third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through InsYght.
F. Notify us of acts contrary to the Agreement.
If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory law, you agree to provide us with detailed and substantiated explanation of your reasons in writing at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
G. Notifications and Service Messages.
For purposes of service messages and notices about the Services to you, InsYght may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from InsYght to an email address associated with your account, even if we have other contact information. You agree that InsYght may communicate with you through your InsYght account or through other means including email, mobile number, telephone, or delivery services including the postal service about your InsYght account or services associated with InsYght.
H. User-to-User Communication and Sharing.
Any ideas you post and information you share may be seen and used by other Users, and InsYght cannot guarantee that other Users will not use the ideas and information that you share on InsYght. Therefore, if you have an idea or information that you would like to keep confidential and/or don't want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any Shared InsYght Area, or elsewhere on InsYght. INSYGHT IS NOT RESPONSIBLE FOR A USER'S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY COMMUNITY FORUMS SUCH AS THE BLOG, GROUPS OR ANSWERS.
J. Export Control.
Your use of InsYght, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not - directly or indirectly - sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
K. Contributions to InsYght
By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to InsYght through its suggestion or feedback webpages, you acknowledge and agree that: (a) you have the right to submit the Contributions and your Contributions do not contain confidential or proprietary information; (b) InsYght is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) InsYght shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) InsYght may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to InsYght all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from InsYght under any circumstances.
3. YOUR RIGHTS.
If you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of InsYght or its Users) you may view information and use the Services that we provide on InsYght webpages in accordance with this Agreement. Any other use of InsYght contrary to our mission and purpose is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in InsYght and all related items, including any and all copies made of the InsYght website.
4. OUR RIGHTS AND OBLIGATIONS.
A. Services Availability.
For as long as InsYght continues to offer the Services, InsYght may update and expand the Services. We allow you to access InsYght as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue InsYght, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. InsYght further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by InsYght to be contrary to this Agreement. For avoidance of doubt, InsYght has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.
B. Third Party Sites and Developers.
InsYght may include links to third party web sites ("Third Party Sites"), and elsewhere. InsYght also enables third party developers ("Platform Developers") to create applications ("Platform Applications") that provide features and functionality using data and developer tools made available by InsYght through its developer platform.
InsYght is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. InsYght also does not screen, audit, or endorse Platform Applications. If you decide to access Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an "as-is" basis without any warranty from us as to the Platform Developer's actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application.
Please note: If you allow a Platform Application or Third Party Site to authenticate to or connect with your InsYght account, that application or website can access information on InsYght related to you and your connections.
C. Disclosure of User Information.
You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of InsYght, our Users or the public.
D. Interactions with other Users.
You are solely responsible for your interactions with other Users. InsYght may limit your use of the Services with other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. InsYght reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if InsYght determines, in our sole discretion, that doing so is necessary to enforce this Agreement.
5. DISCLAIMER OF WARRANTY.
YOU AGREE THAT YOU ARE NOT RELYING ON INSYGHT, ANY INFORMATION THEREIN, OR ITS CONTINUATION OF THE SERVICES. WE PROVIDE THE PLATFORM FOR INSYGHT AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. INSYGHT DOES NOT CONTORL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY INSYGHT OR ANYTHING RELATED TO INSYGHT, YOU MAY CLOSE YOUR INSYGHT ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION  ("TERMINATION") AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.
INSYGHT IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS E-MAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH INSYGHT TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL TO US, SERVICE, OR TECHNOLOGY.
INSYGHT DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, INSYGHT DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.
INSYGHT DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. INSYGHT DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, INSYGHT DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF INSYGHT DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO PERFORMANCE OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
6. LIMITATION OF LIABILITY.
NEITHER INSYGHT NOR ANY OF OUR AFFILIATED COMPANIES, EMPLOYEES, SHAREHOLDERS, OR DIRECTORS, INCLUDING BUT NOT LIMITED TO INSYGHT, DIGERTI, A MICHIGAN CORPORATION, PROGRAM SPONSORS, SUBSIDIARIES, ATTORNEYS, AND RELATED PARTIES, ("INSYGHT AFFILIATES") SHALL BE CUMULATIVELY LIABLE FOR (A) ANY DAMAGES, OR (B) ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, PROFIT, REVENUE OR DATA TO YOU OR ANY THIRD PERSON ARISING FROM YOUR USE OF THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM INSYGHT. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.
This limitation of liability shall:
A. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and
B. Not apply to any damage that InsYght may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.
A. Mutual rights of termination.
You may terminate this Agreement, for any or no reason, at any time, with notice to InsYght. This notice will be effective upon InsYght processing your notice. InsYght may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of your InsYght account includes disabling your access to InsYght and may also bar you from any future use of InsYght.
B. Misuse of the Services.
InsYght may restrict, suspend or terminate the account of any User who abuses or misuses the Services or violates this Agreement. In addition, InsYght has adopted a policy of terminating accounts of Users who, in InsYght's sole discretion, are deemed to be infringers under the United States Copyright Act.
C. Effect of Termination.
Upon the termination of your InsYght account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Section 3 ("Your Rights") and 4 ("Our Rights and Obligations") hereof.
8. DISPUTE RESOLUTION
A. Arbitration, Law and Forum for Legal Disputes
For any claim (excluding claims for injunctive or other equitable relief) the party requesting relief must resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through a single arbitrator provided through the American Arbitration Association (AAA), an established alternative dispute resolution ("ADR"), located in either Wayne or Oakland County, Michigan. AAA and the parties must comply with the following rules: (a) the party pursing arbitration must pay the filing fees and the fees of the arbitrator; (b) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (d) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
This Agreement or any claim, cause of action or dispute ("claim") arising out of or related to this Agreement shall be governed by the laws of the state of Michigan regardless of your country of origin or where you access InsYght.
You and InsYght agree to submit to the exclusive personal jurisdiction of the state or federal courts located within Wayne County, Michigan for claims that solely allege injunctive remedies (or an equivalent type of urgent legal relief) excluding damages and attorney fees.
B. COPYRIGHT INFRINGEMENT POLICY
You may not use the website to transmit, route, provide connections to or store any material that infringes copyrighted works, trademarks or otherwise violates or promotes the violation of the intellectual property rights of any third party. Pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), InsYght reserves the right, but not the obligation, to terminate your license to use the Services if it determines that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. Pursuant to 17 U.S.C. Section 512(c), InsYght has implemented procedures for receiving written notification of claimed infringements and for processing such claims in accordance with the Act. All claims of infringement must be submitted to InsYght in a written complaint that complies with the requirements below and is delivered to InsYght's designated agent to receive notification of claimed infringement:
500 Griswold, Suite 3400
Detroit Michigan 48226
Any notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right must include the following information:
1. A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site is covered by a single notification, a representative list of such works at that site. Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, please submit a list of such materials.
3. Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit InsYght to locate the material.
4. Information reasonably sufficient to permit InsYght to contact you, such as your address, telephone number, and/or electronic mail address.
5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.
9. GENERAL TERMS.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
B. Notices and Service of Process.
In addition to Section 2.h. ("Notices and Service Messages"), we may notify you via postings on our website.
You may contact us here:
Or via mail or courier at:
Detroit MI 58226
Any notices that you provide without compliance with this section on Notices shall have no legal effect.
C. Entire Agreement.
You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use other InsYght services, third-party content or third party software.
D. Amendments to this Agreement.
E. No informal waivers, agreements or representations.
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by InsYght or any affiliate shall be deemed legally binding on InsYght or any Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Insyght, Inc.
F. No Injunctive Relief.
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
Insyght, Inc., Digerati, Inc. and InsYght are not parties but are intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you.
H. Assignment and Delegation.
You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, InsYght for any third party that assumes our rights and obligations under this Agreement.
I. Potential Other Rights and Obligations.
You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.