In this agreement, a reference to:
Instill, we, us or, our means Instill Labs Inc.
the Partner, you or your means the entity or person indicated in the relevant section of the Partner Service Agreement;
Services refers to access to the Instill Culture Operating System and/or participation in the Instill seminal culture survey.
Users means any person or entity to whom you provide access to our Services, including any administrators or managers of your account or survey respondents;
Partner Data means any content or data that you or your Users submit or transfer to Instill using the Services (including personal data or survey responses);
Service Improvement means work carried out by Instill to improve the Services, including work in respect of benchmarking, text analytics, linkage analysis, attrition prediction, algorithm improvements, sentiment analysis, comment translation and the development and provision of additional services and functionality; and
Reports means any reports or analysis generated through the Instill platform or other output of the Services.
Platform means all Instill sites, applications, programs, software, APIs or services provided by Instill collectively from the Instill Platform
1. Services
1.1 INSTILL SERVICES
During the Term, we will provide you with access to, and use of, the Services as described in your Partner Services Agreement(s).
1.2 CHANGES TO SERVICES
We continually change and improve our Services. Instill may alter the Services at any time without prior notice. We will endeavor to provide you with prior notice if we make a change to the Services resulting in an overall material decrease in functionality of the Services. If we do make a change that results in a material decrease in functionality, you may terminate your Subscription under clause 8.4.
1.3 SUSPENSION OF SERVICES
We may limit or suspend the Services from time to time at our discretion (for example, to perform scheduled maintenance or in the event of a security emergency). If Instill limits or suspends the Services, we will endeavor to give you reasonable advance notice so that you can plan around it. However, there may be some situations, such as security emergencies, where it may not be practicable for us to give you advance notice. We will use commercially reasonable efforts to narrow the scope and duration of the suspension or limitation as is needed to resolve the issue that prompted such action.
We may suspend your access to or use of the Services following thirty (30) days’ written notice if Partner is in material breach of this Agreement or any Partner Service Agreement (including but not limited to Partner’s failure to pay Instill the fees).
1.4 THIRD PARTY SERVICES
If you use any third party service with the Services (for example, BambooHR, Namely, Slack or Workday integrations or a web browser), you acknowledge that third party service may access or use the Partner Data. Instill will not be responsible for any act or omission of the third party, including such third party’s use of Partner Data. Instill does not warrant or support any such third party service, and you should contact that third party for any issues arising from your use of the third party service.
2. Fees and Payments
2.1 FEES FOR SERVICES
Instill Services are billed as a software subscription fee on a per user, or employee, per month basis. You will be invoiced for the initial month upon Agreement execution and then monthly thereafter. Any additional users to the Instill platform, above the initial user count, will be on a prorated, monthly rate. Any decreased users from the initial user count will be credited to your account and, if applicable, refunded at the end of the term. Except as indicated in this Agreement or required by law, fees paid by you are not refundable.
2.2 PRICE CHANGES AND USER INCREASES
Instill may change its fees at any time. Any changes to fees will apply from the start of your next Subscription Term.
2.3 AUTOMATIC RENEWAL
Your Subscription for any Services will automatically renew at the end of each Subscription Term unless you cancel the automatic renewal of that Service by providing us with written notice during the current Subscription Term for that Service. To avoid doubt, automatic renewal does not guarantee that the price for Services paid during the previous Subscription Term will remain the same for the next Subscription Term.
2.4 PAYMENT METHODS
Unless otherwise agreed, payments for invoices are due fifteen (15) days after the invoice date. If you elect to pay by credit card, debit card, or any other billing method that supports automatic recurring payments, we will initially attempt to charge you using that billing method when payment is due, and payments will be considered overdue if payment is not received within fifteen (15) days of that due date. If Instill is required to initiate legal action due to non-payment of fees, Partner shall bear all costs resulting from the collection of such fees. You agree to keep your billing and billing contact information current and accurate.
2.5 INTEREST
Overdue payments may incur interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on the amount overdue, from the date that the relevant payment was due until that payment has been received. You will be responsible for all reasonable expenses (including lawyers’ fees) incurred by Instill in collecting such overdue amounts, except where:
(a) the overdue amounts are due to Instill’s billing inaccuracies; or
(b) you have sought to resolve a dispute using the dispute resolution process in clause 13.1 and that process is still active.
2.6 TAXES
Unless stated otherwise in the Service Order, all fees for Services exclude sales tax, GST, VAT, or other similar taxes. Except for any income taxes payable by Instill, you are responsible for all other taxes or duties payable under applicable law relating to the Services provided under this Agreement, including any penalties or interest. If Instill is required to collect or pay any taxes on your behalf, we will invoice you for those taxes unless you provide us with valid evidence that no tax should be invoiced.
3. Data Protection
3.1 PRIVACY
In the course of using the Services, you or your Users may transfer to us Partner Data containing personal data. You agree and consent to the use, transfer, processing, and storage of Partner Data in accordance with this Agreement.
If you or your Users are based in the European Union while using our Services, we will process your personal information as a data processor on your behalf. In this case, you will be considered to be the data controller of the personal information as defined in Article 4(7) of the EU General Data Protection Regulation 2016/679 (GDPR) and the EU e-Privacy Directive (Directive 2002/58/EC).
If requested, we will execute the European Union Standard Contractual Clauses to facilitate the transfer of personal information to countries outside the European Union in accordance with Article 26(2) of the EU Data Protection Directive 95/46/EC.
Under no circumstances will any entity in the Instill Labs group be deemed a data controller with respect to Partner Data under any relevant law or regulation.
3.2 SECURITY
Instill will store and process Partner Data in a manner consistent with strict industry security standards. Instill has implemented technical, organizational, and administrative systems, policies, and procedures to help ensure the security, integrity, and confidentiality of Partner Data and to mitigate the risk of unauthorized access to or use of Partner Data.
3.3 DISASTER RECOVERY
Instill will retain backup copies of Partner Data made in the ordinary course of business by Instill, for the purpose of enabling appropriate disaster recovery practices. Despite any other term in this Agreement, Instill will retain these backups for a period of up to ninety (90) days from the time that each backup copy is generated. Thereafter, Partner agrees and acknowledges that Partner Data will be irretrievably deleted from backups.
3.4 SURVEY RESPONDENT CONFIDENTIALITY
In this Agreement, Confidentiality Notice means: (i) a notice given to survey respondents at the time of answering a survey conducted by you, including the degree of confidentiality and anonymity (as determined by you on a per survey basis) that a survey respondent will have when answering survey questions, and/or (ii) a notice given to individual users of our other Services.
To provide the Services to you, Instill must provide your Users with a Confidentiality Notice for each survey you conduct. A Confidentiality Notice may also be given to the individual users of our other Services when they interact with such services.
You acknowledge and agree that:
(a) your right to possess Partner Data is subject to the terms of any relevant Confidentiality Notice provided to your Users by Instill through the Services; and
(b) Instill’s ability to show or transfer the Partner Data to you is subject to the terms of any relevant Confidentiality Notice provided to your Users by Instill through the Services.
4. Confidentiality
4.1 CONFIDENTIAL INFORMATION DEFINITION
In this Agreement, Confidential Information means any information disclosed by a party (the Discloser) to the other party (the Recipient) in connection with the use of the Services that is marked confidential or would reasonably be considered as confidential under the circumstances. Partner Data is the Partner’s Confidential Information. Confidential Information does not include any information that:
(a) is or becomes public through no fault of the Recipient;
(b) the Recipient already lawfully knew;
(c) was rightfully given to the Recipient by a third party free of any confidentiality duties or obligations; or
(d) was independently developed by the Recipient without reference to the Discloser’s Confidential Information as demonstrated by documentary evidence.
4.2 CONFIDENTIALITY OBLIGATIONS
The Recipient must:
(a) protect the Discloser’s Confidential Information using commercially reasonable efforts and no less than the same efforts it uses to protect its own Confidential Information;
(b) not disclose the Discloser’s Confidential Information, except to affiliates, employees, directors, contractors, agents, and professional advisors of the Recipient who need to know it and who have agreed in writing to keep it confidential;
(c) only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement; and
(d) ensure that its affiliates, employees, directors, contractors, agents and professional advisors only use the Discloser’s Confidential Information to exercise its rights and fulfil its obligations under this Agreement.
4.3 COMPELLED DISCLOSURE
The Recipient may disclose the Discloser’s Confidential Information to the extent required by law or legal process, but only after it, if permitted by law:
(a) uses commercially reasonable efforts to notify the Discloser in writing;
(b) gives the Discloser the opportunity to challenge the requirement to disclose; and
(c) cooperates with the Discloser if the Discloser seeks an appropriate protective order.
4.4 NON-DISCLOSURE AGREEMENTS
The provisions of this clause 4 will supersede any non-disclosure agreement between the Parties and such agreement will have no further force or effect.
5. Intellectual Property
5.1 INTELLECTUAL PROPERTY RIGHTS DEFINITION
In this Agreement, Intellectual Property Rights means any and all present and future intellectual and industrial property rights, including any registered or unregistered forms of copyright, designs, patents, trade marks, service marks, domain names, good will and any commercial information. Intellectual Property Rights also include any application or right to apply for registrations of any of these rights, any rights protected or recognised under any laws throughout the world, related to these rights, and anything copied or derived from such property or rights.
5.2 CUSTOMER INTELLECTUAL PROPERTY RIGHTS
You retain all ownership and Intellectual Property Rights to Partner Data. Instill does not claim ownership over any Partner Data. This Agreement does not grant us any licenses or rights to Partner Data except for the licenses granted in clauses 5.3 and 5.4 below, or as otherwise required for us to provide the Services to you or your Users.
5.3 LICENCE FOR THE SERVICES
For the Term of this Agreement, you grant Instill a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, or archive Partner Data for the purposes of providing the Services to you as defined by this Agreement.
Subject to the receipt of all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use any reports which you can (and are authorized to) export through the functionality of the Services for your internal purposes (in each case subject to any Confidentiality Notices).
5.4 LICENSE FOR SERVICE IMPROVEMENT
You grant Instill a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, archive, or otherwise use Partner Data for the purposes of Service Improvement and creating de-identified, aggregated data (“Data Sets”). Data Sets may be made publicly available and may be used after termination of this Agreement provided that such Data Sets cannot directly or indirectly identify the Partner or its Users.
5.5 CUSTOMER DATA REVIEW
You acknowledge that, in order to ensure compliance with legal obligations, Instill may be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates this Agreement (such as when unlawful conduct or content is reported to us). We may also prevent access to or refuse to display content that we reasonably believe violates the law or this Agreement. However, Instill otherwise has no obligations to monitor or review any content submitted to the Services by you or any other person.
5.6 CUSTOMER FEEDBACK
If you provide us with any feedback associated with the Services, Instill may use that feedback without any obligation to you.
5.7 CUSTOMER LISTS
Instill may identify you (by name and logo) as a Instill customer in promotional materials or during promotional events. If you do not want your name and/or logo to be used in this way, please contact Hello@Instill.ai
5.8 INSTILL INTELLECTUAL PROPERTY RIGHTS
Nothing in this Agreement or from your use of the Services grants you:
(a) ownership in the Services or the content (including Reports) you access through the Services (other than Partner Data); and
(b) any right to use any Instill trade marks or other Intellectual Property Rights contained in our brand identity.
Instill will continue to own all right, title, and interest in and to the Services and the systems and networks used to provide such Services, including all system-generated data (e.g. dashboard data or Reports), modifications, improvements, upgrades, derivative works, and all intellectual property rights in and to any of the foregoing. Except for the express rights granted herein, we do not grant you any other licenses, express or implied, to any of our intellectual property including software, services, or products.
5.9 PLATFORM SUB-PROCESSORS
You agree that Instill and the third-party service providers that are utilized by Instill to assist in providing the Services to you have the right to access your account and to use, modify, reproduce, distribute, display and disclose Partner Data to the extent necessary to provide or improve or deliver the Services, including, without limitation, in response to your or your Users’ support requests.
Any third-party service providers utilized by Instill will only be given access to your account and Partner Data as is reasonably necessary to provide the Services and will be subject to: (i) confidentiality obligations which are substantially consistent with the standards described in this Agreement; and (ii) their agreement to comply with the data transfer restrictions applicable to personal information as set forth in this Agreement.
6. Account Management
6.1 ACCOUNT SECURITY AND ACCESS
You are responsible for safeguarding any passwords or other credentials used to access your account. Administrator or manager accounts may not be shared and may only be used by one individual per account. You are responsible for any activity occurring in your account (other than activity that Instill is directly responsible for and is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to, or use of, your account, you should immediately notify the Instill team.
6.2 CUSTOMER SYSTEMS
You are responsible for maintaining and updating your operating systems, Internet browsers, anti-virus software, or other software that you or your Users use to access and use the Services.
7. Partner Obligations
7.1 LEGAL COMPLIANCE
You must use the Services in compliance with, and only as permitted by, your internal company rules and any applicable law. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance. You must not use the Services in a way that would subject Instill to any industry-specific regulations (for example, the Children’s Online Privacy Protection Act, the Payment Card Industry Data Security Standard or the Health Insurance Portability and Accountability Act). You acknowledge and agree that we are not responsible for any liabilities arising from your violation of this restriction.
7.2 UNACCEPTABLE USES
You are responsible for your conduct and the conduct of your Users. You must ensure that you and your Users do not:
(a) misuse the Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions we provide;
(b) circumvent or attempt to circumvent any limitations that Instill imposes on your account (such as any User limits in a Service Order);
(c) probe, scan, or test the vulnerability of any Instill system or network, unless with prior written authorization of Instill;
(d) decipher, decompile, disassemble, translate, create derivative works, reverse engineer or otherwise attempt to reconstruct, identify or discover any source code, algorithms, underlying ideas or underlying user interface techniques in the Services or any of the software used to provide the Services, or attempt to do so;
(e) directly or indirectly identify a User contrary to the terms of any Confidentiality Notice or other privacy setting, or attempt to do so;
(f) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;
(g) engage in abusive or excessive use of the Services, which is usage significantly in excess of average usage patterns that adversely affect the speed, responsiveness, stability, availability, or functionality of the Services for other customers and their users. Instill will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Instill;
(h) use the Services to infringe the Intellectual Property Rights of others, or to commit any unlawful activity;
(i) attempt to circumvent any license, timing or use restrictions that are built into the Services; or
(j) unless authorized in writing by Instill, lend, resell, lease or sublicense or otherwise use the Services for the benefit of a third party.
7.3 USERS
You must:
(a) ensure that your Users comply with this Agreement, as applicable;
(b) obtain any consents required from each User to allow you and the administrators or managers of your account to engage in the activities contemplated by this Agreement, as required by applicable law;
(c) obtain any consents required from each User to allow Instill to provide the Services, as required by applicable law;
(d) not provide any person under the age of 16 with access to the Services, unless otherwise permitted by applicable law.
7.4 SUSPENSION OF USERS
If a User breaches this Agreement or uses the Services in a manner that Instill reasonably believes will cause Instill liability or disrupt others’ use of the Services, then Instill may request that you suspend or close the applicable User account until the breach has been cured or the use in such manner has stopped. If you fail to comply with such a request, then Instill may suspend or close the applicable User account.
8. Term and Termination
8.1 TERM
This Agreement begins on the date you sign a Partner Service Agreement or first use the Services (whichever is earlier),and continues until your relevant Subscription ends or otherwise terminates, or if this Agreement is terminated (the “Term”).
8.2 TERMINATION WITHOUT CAUSE
Instill may terminate this Agreement for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.
8.3 TERMINATION FOR CAUSE
Each party may suspend performance or terminate this Agreement if the other party:
(a) is in material breach of this Agreement and fails to cure that breach within 30 days after receipt of written notice; or
(b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days. Instill may terminate this Agreement if any payment owed by you to Instill is more than 30 days overdue.
8.4 TERMINATION FOR MATERIAL DECREASE IN FUNCTIONALITY
If we make a change to the Services resulting in an overall material decrease in functionality of the Services, you may terminate this Agreement immediately by providing notice to Instill. Upon receiving notice of termination from you, Instill will provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of this Agreement.
8.5 CONSEQUENCES OF TERMINATION
If this Agreement is terminated:
(a) by you due to breach by Instill, we will provide you with a pro rata refund for any fees prepaid by you applicable to the period following the termination of this Agreement; or
(b) by Instill due to breach by you, we will bill you, and you will pay, for any accrued but unbilled fees, and you will remain liable to pay any invoices outstanding on the termination date.
In no event will expiration or termination of this Agreement relieve you of any fees payable for the period prior to the date of termination.
8.6 DATA EXPORTS
The Services include functionality that enables you to export Partner Data in your account at any time during the Term. If the foregoing functionality is not operational, we may assist you to export any Partner Data that existed in your account at the time of termination, provided you make such request before the end of your Subscription Term. However, we do not guarantee that all Partner Data will be able to be exported and only Partner Data that is permitted to be transferred to you within the terms of any applicable Confidentiality Notice or other privacy setting will be transferred to you. Upon Partner’s written request, Instill will delete all Partner Data from all production environments.
8.7 SURVIVAL
The following clauses will survive the termination of this Agreement: 2, 3.3, 3.4, 4, 5.3, 5.4, 8, 10, 11, 13 and 14.
9. Warranties
9.1 WARRANTIES
Each party represents and warrants that:
(a) it has full power and authority to enter into this Agreement; and
(b) it will comply with all laws and regulations applicable to its provision or use of the Services.
10. Indemnities
10.1 BY PARTNER
You will indemnify, defend, and hold harmless Instill and its affiliates from and against all liabilities, damages, and costs (including settlement costs and reasonable lawyers’ fees) arising out of a third party claim regarding or in connection with:
(a) Partner Data (including claims of Intellectual Property Rights infringement);
(b) your use of the Services in breach of this Agreement; or
(c) your Users’ use of the Services in breach of this Agreement.
10.2 BY INSTILL
Instill will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that the technology used to provide the Services to you infringes any Intellectual Property Rights of such third party. However, in no event will Instill have any obligations or liability under this clause arising from:
(a) use of any Services in a modified form or in combination with materials not furnished or authorized by Instill;
(b) any content or data provided by you, your Users, or any third parties; or
(c) designs or specifications provided to Instill by Partner that caused such claim.
10.3 POTENTIAL INFRINGEMENT
If we believe the Services may infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then we may:
(a) obtain the right for you, at our expense, to continue using the Services;
(b) provide a non-infringing functionally equivalent replacement; or
(c) modify the Services so that they no longer infringe.
If we do not believe that the options above are commercially reasonable, then we may suspend or terminate your use of the impacted Services and provide you with a pro rata refund of any fees prepaid by you applicable to the period following the termination of such Services.
10.4 INDEMNITY PROCEDURE
A party seeking indemnification under this Agreement will promptly notify the other party of the claim and cooperate with the other party in defending the claim. If permitted by applicable law, the indemnifying party will have full control and authority over the defense, except that:
(a) any settlement requiring the indemnified party to admit liability or to pay any money will require that party’s prior written consent (such consent not to be unreasonably withheld or delayed); and
(b) the indemnified party may join in the defense with its own counsel at its own expense.
Nothing in this Agreement will restrict or limit a party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under Clauses 10.1 and 10.2. The indemnities in this Agreement are a party’s sole and exclusive remedy under this Agreement for violation by the other party of a third party’s Intellectual Property Rights.
11. Disclaimers and Limitations of Liability
11.1 DISCLAIMERS
Except as expressly provided in this Agreement and to the extent permitted by applicable law, neither party makes any warranties of any kind, express, implied, statutory, or otherwise, including those of merchantability, fitness for a particular purpose, and non-infringement. Instill provides the services on an “as is” basis and, except as expressly provided in this Agreement and to the extent permitted by applicable law, we make no representations regarding the availability, reliability, or accuracy of the Services or any portion thereof, or regarding any Partner Data or other content associated with your account.
11.2 EXCLUSION OF LIABILITY
To the extent permitted by applicable law, neither party will be liable for any lost profits, business interruption, replacement Services or any indirect, consequential, special, incidental, punitive, or exemplary damages arising out of or in connection with this Agreement, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose, and regardless of the theory of liability.
11.3 LIMITATION OF LIABILITY
To the extent permitted by applicable law, the aggregate liability of either party arising out of or in connection with this Agreement will not exceed the total amounts paid or payable by you to Instill under this Agreement during the 12 months prior to the event giving rise to the liability or claim.
11.4 EXCEPTIONS TO LIMITATIONS
The limitations of liability in clauses 11.2 (Exclusion of liability) and 11.3 (Limitation of liability) do not apply to violations of a party’s Intellectual Property Rights by the other party or each party’s indemnification obligations under this Agreement.
12. Amendments
12.1 AGREEMENT AMENDMENTS
Instill may amend this Agreement from time to time and the most current version will be posted on Instill’s website. If an amendment is material, as determined in Instill’s reasonable discretion, we will notify the Partner contact by email or when they next log in to your account. Except in the case of an amendment being made to satisfy legal requirements, we will provide you with advance notice of material amendments.
If an amendment has a material adverse impact on the data privacy or security of your Partner Data and you do not agree to the amendment, you may terminate the Agreement by notifying the Instill team within 30 days of receiving notice of the amendment or date of publication of the updated version (otherwise, you will have been deemed to have consented to the amendment).
The terms and conditions of the updated version of this Agreement shall apply to all existing Service Orders and new Service Orders following the date of publication of the updated version.
12.2 OTHER AMENDMENTS
Any amendment to this Agreement that is not made to the current version displayed on our website, must be in writing, signed by you and Instill, and must expressly state that it is amending this Agreement.
13. OTHER AMENDMENTS
Dispute Resolution, Governing Law and Jurisdiction
13. Dispute Resolution, Governing Law and Jurisdiction
13.1 DISPUTE RESOLUTION
Before commencing any form of litigation, including court proceedings, professional mediation or arbitration, each party agrees to:
(a) give the other party notice of the dispute and its nature;
(b) give the other party the opportunity to remedy any breach of this Agreement within 30 days; and
(c) hold good faith negotiations with the other party to settle the disputed matter.
13.2 NORTH AND SOUTH AMERICAN CUSTOMERS
If your principal place of business is in North or South America (as determined by your address in the Partner Service Agreement):
(a) the Instill party to this Agreement is Instill, Inc. (C3582555) of 111 Sutter Street, Level 15, San Francisco, CA 94104, United States;
(b) this Agreement is governed by the laws of Delaware, United States of America; and
(c) each party submits to the exclusive jurisdiction of the courts of Delaware, United States of America, in relation to any proceedings connected with this Agreement.
13.3 OTHER CUSTOMERS
If your principal place of business is located outside the regions in clauses 13.2 and 13.3 (as determined by your address in the Partner Service Agreement):
(a) the Instill party to this Agreement is Share Ventures 12025 E Waterfront Dr Los Angeles, CA 90094;
(b) this Agreement is governed by the laws of Los Angeles, United States; and
(c) each party submits to the exclusive jurisdiction of the courts of Los Angeles, United States, in relation to any proceedings connected with this Agreement.
13.4 INJUNCTIONS
Nothing in this Agreement prevents a party from seeking a temporary restraining order, injunction, or other equitable relief in relation to a breach (or attempted breach) of this Agreement by the other party.
14. Other Terms
14.1 ASSIGNMENT
Neither party may assign this Agreement without the other party’s prior written consent (such consent not to be unreasonably withheld). However, both parties may assign this Agreement without notice to an affiliate or to a successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or the sale of all or substantially all of the party’s assets or its business to which the subject matter of this Agreement relates. The terms of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. Any other attempt to transfer or assign this Agreement or any rights or obligations under this Agreement are void.
14.2 ACTIONS BY Instill GROUP ENTITIES
The Instill entity which is party to this Agreement is determined in accordance with clause 13 of this Agreement. Despite this, any of the Instill entities referred to in clause 13.2 through 13.4 may undertake the obligations for and on behalf of the Instill contracting entity. Any Instill entity which carries out its obligations under this Agreement must comply with the terms of this Agreement.
14.3 ENTIRE AGREEMENT
These Terms of Service (including any documents incorporated by reference to a URL), constitute the entire agreement between you and Instill and supersedes any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of this Agreement, and are void.
14.4 FORCE MAJEURE
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, governmental action, or general internet disturbance) that was beyond the party’s reasonable control (except for payment of any money owed).
14.6 INTERPRETATION
The use of the terms includes, including, such as and similar terms, will be deemed not to limit what else might be included.
14.7 NO WAIVER
A party’s failure or delay to enforce a provision under this Agreement is not a waiver of its right to do so later.
14.8 NOTICES
All notices must be in writing, inclusive of electronic mail, and will be deemed given when:
(a) verified by written receipt, if sent by postal mail with verification of receipt service or courier;
(b) received, if sent by mail without verification of receipt; or
(c) when verified by automated receipt or electronic logs if sent by email.
Notices to Instill must be sent to Share Ventures 12025 E Waterfront Dr Los Angeles, CA 90094 and marked to the attention of the Legal Department, or by email to hello@share.vc. Notices to you may be sent to the email address associated with the Partner contact details in the Partner Service Agreement and/or the administrator of your account. You must keep the contact details associated with your account current and accurate by notifying the Instill team when your contact details change. You may grant approvals, permission, extensions, and consents by email.
14.9 PRECEDENCE
To the extent any conflict exists between the documents that constitute this Agreement, the order of precedence will be: Partner Service Agreement, European Union Standard Contractual Clauses (if executed by you and Instill) and General Terms.
14.10 SEVERABILITY
If any provision of this Agreement is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining terms will remain in full effect.
14.11 THIRD PARTY BENEFICIARIES
There are no third party beneficiaries to this Agreement. Your Users are not third party beneficiaries to your rights under this Agreement.
Instill Labs Inc.
Privacy Policy
Updated: 10 June 2022
In this agreement, a reference to:
Instill, we, us or, our means Instill Labs Inc.
the Partner, you or your means the entity or person indicated in the relevant section of the Partner Service Agreement;
Services refers to access to the Instill Culture Operating System and/or participation in the Instill seminal culture survey.
Users means any person or entity to whom you provide access to our Services, including any administrators or managers of your account or survey respondents;
Partner Data means any content or data that you or your Users submit or transfer to Instill using the Services (including personal data or survey responses);
Service Improvement means work carried out by Instill to improve the Services, including work in respect of benchmarking, text analytics, linkage analysis, attrition prediction, algorithm improvements, sentiment analysis, comment translation and the development and provision of additional services and functionality; and
Reports means any reports or analysis generated through the Instill platform or other output of the Services.
Platform means all Instill sites, applications, programs, software, APIs or services provided by Instill collectively from the Instill Platform
We may collect information about you in a variety of ways. The information we may collect on the Platform includes:
2. Collection of Your Information
We may collect information about you in a variety of ways. The information we may collect on the Site includes:
2.1 PERSONAL DATA
Personally identifiable information, such as your name, shipping address, email address, and telephone number, and demographic information, such as your age, gender, hometown, and interests, that you voluntarily give to us when you register with Instill when you choose to participate in various activities related to the Site and application, such as online chat and message boards. You are under no obligation to provide us with personal information of any kind, however your refusal to do so may prevent you from using certain features of the Site and application.
2.2 DERIVATIVE DATA
Information our servers automatically collect when you access the Site, such as your IP address, your browser type, your operating system, your access times, and the pages you have viewed directly before and after accessing the Site. [If you are using our mobile application, this information may also include your device name and type, your operating system, your phone number, your country, your likes and replies to a post, and other interactions with the application and other users via server log files, as well as any other information you choose to provide.]
2.3 FINANCIAL DATA
Financial information, such as data related to your payment method (e.g. valid credit card number, card brand, expiration date) that we may collect when you purchase, order, return, exchange, or request information about our services from the Site and application. [We store only very limited, if any, financial information that we collect. Otherwise, all financial information is stored by our payment processor.
2.4 MOBILE DEVICE DATA
Device information, such as your mobile device ID, model, and manufacturer, and information about the location of your device, if you access the Site from a mobile device.
2.5 THIRD-PARTY DATA
Information from third parties, such as personal information or network friends, if you connect your account to the third party and grant the Site permission to access this information.
2.6 DATA FROM CONTESTS, GIVEAWAYS, AND SURVEYS
Personal and other information you may provide when entering contests or giveaways and/or responding to surveys.
3. Use of Information
Having accurate information about you permits us to provide you with a smooth, efficient, and customized experience. Specifically, we may use information collected about you via the Site or application to:
Administer sweepstakes, promotions, and contests.
Assist law enforcement and respond to subpoena.
Compile anonymous statistical data and analysis for use internally or with third parties.
Create and manage your account.Deliver targeted advertising, coupons, newsletters, and other information regarding promotions and the Site and our application to you.
Email you regarding your account or order.
Enable user-to-user communications.
Fulfill and manage purchases, orders, payments, and other transactions related to the Site and application.
Generate a personal profile about you to make future visits to the Site and application more personalized.
Increase the efficiency and operation of the Site and application.Monitor and analyze usage and trends to improve your experience with the Site and application.
Notify you of updates to the Site and application.Offer new products, services, and applications, and/or recommendations to you.
Perform other business activities as needed.Prevent fraudulent transactions, monitor against theft, and protect against criminal activity.Process payments and refunds.
Request feedback and contact you about your use of the Site and application.
Resolve disputes and troubleshoot problems.
Respond to product and customer service requests.
Send you a newsletter.
Solicit support for the Site and application.
4. Disclosure of Your Information
We may share information we have collected about you in certain situations. Your information may be disclosed as follows:
4.1 BY LAW OR TO PROTECT RIGHTS
If we believe the release of information about you is necessary to respond to legal process, to investigate or remedy potential violations of our policies, or to protect the rights, property, and safety of others, we may share your information as permitted or required by any applicable law, rule, or regulation. This includes exchanging information with other entities for fraud protection and credit risk reduction.
4.2 THIRD-PARTY SERVICE PROVIDERS
We may share your information with third parties that perform services for us or on our behalf, including payment processing, data analysis, email delivery, hosting services, customer service, and marketing assistance.
4.3 MARKETING COMMUNICATIONS
With your consent, or with an opportunity for you to withdraw consent, we may share your information with third parties for marketing purposes, as permitted by law.Interactions with Other UsersIf you interact with other users of the Site and application, those users may see your name, profile photo, and descriptions of your activity, including sending invitations to other users, chatting with other users, liking posts, following blogs.
4.4 ONLINE POSTINGS
When you post comments, contributions or other content to the Site and application, your posts may be viewed by all users and may be publicly distributed outside the Site and application in perpetuity.
4.5 THIRD-PARTY ADVERTISERS
We may use third-party advertising companies to serve ads when you visit the Site and application. These companies may use information about your visits to the Site and application and other websites that are contained in web cookies in order to provide advertisements about goods and services of interest to you.
4.6 AFFILIATES
We may share your information with our affiliates, in which case we will require those affiliates to honor this Privacy Policy. Affiliates include our parent company and any subsidiaries, joint venture partners or other companies that we control or that are under common control with us.
4.7 OTHER THIRD PARTIES
We may share your information with advertisers and investors for the purpose of conducting general business analysis. We may also share your information with such third parties for marketing purposes, as permitted by law.
4.8 SALE OR BANKRUPTCY
If we reorganize or sell all or a portion of our assets, undergo a merger, or are acquired by another entity, we may transfer your information to the successor entity. If we go out of business or enter bankruptcy, your information would be an asset transferred or acquired by a third party. You acknowledge that such transfers may occur and that the transferee may decline honor commitments we made in this Privacy Policy.We are not responsible for the actions of third parties with whom you share personal or sensitive data, and we have no authority to manage or control third-party solicitations. If you no longer wish to receive correspondence, emails or other communications from third parties, you are responsible for contacting the third party directly.
5. Tracking Technologies
5.1 COOKIES AND WEB BEACONS
We may use cookies, web beacons, tracking pixels, and other tracking technologies on the Site and application to help customize the Site and application and improve your experience. When you access the Site and application, your personal information is not collected through the use of tracking technology. Most browsers are set to accept cookies by default. You can remove or reject cookies, but be aware that such action could affect the availability and functionality of the Site and application. You may not decline web beacons. However, they can be rendered ineffective by declining all cookies or by modifying your web browser’s settings to notify you each time a cookie is tendered, permitting you to accept or decline cookies on an individual basis.[We may use cookies, web beacons, tracking pixels, and other tracking technologies on the Site and application to help customize the Site and application and improve your experience. For more information on how we use cookies, please refer to our Cookie Policy posted on the Site, which is incorporated into this Privacy Policy. By using the Site, you agree to be bound by our Cookie Policy.]
5.2 INTERNET-BASED ADVERTISING
Additionally, we may use third-party software to serve ads on the Site [and our mobile application], implement email marketing campaigns, and manage other interactive marketing initiatives. This third-party software may use cookies or similar tracking technology to help manage and optimize your online experience with us. For more information about opting-out of interest-based ads, visit the Network Advertising Initiative Opt-Out Tool or Digital Advertising Alliance Opt-Out Tool.
5.3 WEBSITE ANALYTICS
We may also partner with selected third-party vendors, such as [Adobe Analytics,] [Clicktale,] [Clicky,] [Cloudfare,] [Crazy Egg,] [Flurry Analytics,] [Google Analytics,] [Heap Analytics,] [Inspectlet,] [Kissmetrics,] [Mixpanel,] [Piwik,] and others], to allow tracking technologies and remarketing services on the Site and application] through the use of first party cookies and third-party cookies, to, among other things, analyze and track users’ use of the Site and application, determine the popularity of certain content and better understand online activity. By accessing the Site and application, you consent to the collection and use of your information by these third-party vendors. You are encouraged to review their privacy policy and contact them directly for responses to your questions. We do not transfer personal information to these third-party vendors. However, if you do not want any information to be collected and used by tracking technologies, you can visit the third-party vendor or the Network Advertising Initiative Opt-Out Tool or Digital Advertising Alliance Opt-Out Tool.You should be aware that getting a new computer, installing a new browser, upgrading an existing browser, or erasing or otherwise altering your browser’s cookies files may also clear certain opt-out cookies, plug-ins, or settings.
6. Third-Party Websites
The Site and application may contain links to third-party websites and applications of interest, including advertisements and external services, that are not affiliated with us. Once you have used these links to leave the Site and application, any information you provide to these third parties is not covered by this Privacy Policy, and we cannot guarantee the safety and privacy of your information. Before visiting and providing any information to any third-party websites, you should inform yourself of the privacy policies and practices (if any) of the third party responsible for that website, and should take those steps necessary to, in your discretion, protect the privacy of your information. We are not responsible for the content or privacy and security practices and policies of any third parties, including other sites, services or applications that may be linked to or from the Site and application.
7. Security of Your Information
We use administrative, technical, and physical security measures to help protect your personal information. While we have taken reasonable steps to secure the personal information you provide to us, please be aware that despite our efforts, no security measures are perfect or impenetrable, and no method of data transmission can be guaranteed against any interception or other type of misuse. Any information disclosed online is vulnerable to interception and misuse by unauthorized parties. Therefore, we cannot guarantee complete security if you provide personal information.
8. Policy for Children
We do not knowingly solicit information from or market to children under the age of 13. If you become aware of any data we have collected from children under age 13, please contact us using the contact information provided below.
Controls for Do-Not-Track Features
Most web browsers and some mobile operating systems and applications include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. No uniform technology standard for recognizing and implementing DNT signals has been finalized. As such, we do not currently respond to DNT browser signals or any other mechanism that automatically communicates your choice not to be tracked online. If a standard for online tracking is adopted that we must follow in the future, we will inform you about that practice in a revised version of this Privacy Policy. Most web browsers and some mobile operating systems and applications include a Do-Not-Track (“DNT”) feature or setting you can activate to signal your privacy preference not to have data about your online browsing activities monitored and collected. If you set the DNT signal on your browser, we will respond to such DNT browser signals.
10. Options Regarding Your Information
10.1 ACCOUNT INFORMATION
You may at any time review or change the information in your account or terminate your account by:
Logging into your account settings and updating your account
Contacting us using the contact information provided below
Upon your request to terminate your account, we will deactivate or delete your account and information from our active databases. However, some information may be retained in our files to prevent fraud, troubleshoot problems, assist with any investigations, enforce our Terms of Use and/or comply with legal requirements.
10.2 ACCOUNT INFORMATION
If you no longer wish to receive correspondence, emails, or other communications from us, you may opt-out by:
Noting your preferences at the time you register your account with the Site or application.
Logging into your account settings and updating your preferences.
Contacting us using the contact information provided below.
Noting your preferences at the time you register your account with the Site or application.Logging into your account settings and updating your preferences.Contacting us using the contact information provided below.If you no longer wish to receive correspondence, emails, or other communications from third parties, you are responsible for contacting the third party directly.
11. California Privacy Rights
California Civil Code Section 1798.83, also known as the “Shine The Light” law, permits our users who are California residents to request and obtain from us, once a year and free of charge, information about categories of personal information (if any) we disclosed to third parties for direct marketing purposes and the names and addresses of all third parties with which we shared personal information in the immediately preceding calendar year. If you are a California resident and would like to make such a request, please submit your request in writing to us using the contact information provided below.If you are under 18 years of age, reside in California, and have a registered account with the Site and application, you have the right to request removal of unwanted data that you publicly post on the Site and application. To request removal of such data, please contact us using the contact information provided below, and include the email address associated with your account and a statement that you reside in California. We will make sure the data is not publicly displayed on the Site and application, but please be aware that the data may not be completely or comprehensively removed from our systems.
12 Contact Us
If you have questions or comments about this Privacy Policy, please contact us at:Share Ventures12025 E Waterfront DrLos Angeles, CA 90094
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