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Insteo Terms and Conditions

1. SERVICES

1.01 Scope of Services. Insteo provides a range of content programming choices, user experience design services, content hosting, filtering and aggregation and a variety of hardware purchase and lease options. These options are described in the Price Quotation specifically prepared for each project.

1.02 Programming Changes and Availability. Insteo will, from time to time review content programming choices available to our subscribers. Insteo reserves the unrestricted right to add or delete content programming provided. Insteo will make a reasonable effort to notify subscribers of upcoming changes. However Insteo’s third party content providers may discontinue services due to their unique market situations, and we may not be able to notify in advance of content no longer being offered. As outlined in their Price Quotation, Clients may cancel or review their service offering due to a disruption of content service.

1.03 Ongoing Updates. Insteo is constantly improving our content, content management and user experience services in order to provide the best possible experience for its Clients. New features may become available at any time without notice, either at no cost to Clients or with additional fees, which Client may elect whether or not to pay for such additional services. At times, these new features may override existing features.

1.04 Remote Hardware Monitoring. When Insteo is responsible for management of your Content Management System (CMS), and not simply the Content/Apps on the screen, we may offer Remote Monitoring. Due to the live internet nature of Insteo Display, we have two always on and separate connection points for Insteo to monitor that each system is live. One of these connection points is Insteo Partner LogMeIn.com and uses SNMP. The other connection point is through Insteo’s servers. Each of these connection points sends an email or SMS page to Insteo IT support staff should a connection ever drop unexpectedly. We only turn these services on for PCs and Digital Signage Appliances we have installed and are under contract to maintain for clients. In most cases we do not sell or lease hardware and this does not apply, and we don’t offer this level of remote monitoring.

1.05 Content Monitoring. Insteo periodically checks the health of the Content provided to each system. Because clients have access to manage and change content appearing on their screen, we share responsibilities for issues that appear within the User Experience. We encourage clients to review their changes to schedules, themes, graphics and other content they change as soon as they make these edits. Insteo has automated tools in place to monitor the health of content aggregated from third parties. Should this content go offline or become unstable, Insteo Content and Insteo Display Apps recycle existing content, which should be unnoticeable to your end users. During these times, instant check-ins, Social Network posts, and other type of content will not update. Social Networks are very unstable, and this type of situation happens often, and typically remedies itself after only a few minutes.

1.06 System Maintenance.From time to time, Insteo will perform system maintenance on our servers or Hardware we have provided. We will attempt to schedule this at times that provide the least impact to clients. Insteo will notify all Clients of updates with 48 hours of when they are scheduled, and provide any indication of any downtime. Due to the nature of our network, downtimes are typically limited to 5 minutes or less, and only cause content to recycle on the user experience. Typically, this is unnoticeable to end users. Insteo has the ability to remote restart Insteo provided Hardware, and may do this during off-peak hours should the PC system itself require maintenance. Insteo does not typically have the ability to restart Hardware systems provided by the client or client designated partners.

1.07 Quality of Service. Insteo’s service offerings and operations require the use of several content providers, 3rd-party businesses and application service providers (ASP’s) that are internet-based. Some of Insteo Display’s content is sourced from new, up-and-coming social networks, and other cutting edge sources which from time-to-time have been seen to have service outages. Client is advised that the internet environment is inherently fluid and ever changing. Therefore, Insteo cannot be held liable for any adverse or negative effects on Client or related company revenues brought about by any unforeseen 3rd party vendor, industry, or government regulated changes in business operations, technology, services or legality.

1.08 Service Interruptions. Service may be interrupted from time to time for a variety of reasons. Insteo is not responsible for any interruptions of service that occur due to acts of God, power failure or any other cause beyond its reasonable control. However, because we value our Clients, for an interruption of a significant length of time that is within Insteo’s reasonable control, upon your request we will provide what we reasonably determine to be a fair and equitable adjustment to your account to make up for such service interruption, limited to a credit on the cost of monthly service for the content that was impacted by service interruptions. THIS WILL BE YOUR SOLE REMEDY AND INSTEO’S SOLE DUTY IN SUCH CASES.

1.09 Data Limitations. Insteo may impose certain limitations on the amount of data calls a Client can make to maintain the overall health and accessibility of the Insteo Content Servers. Insteo may not have limitations in place at all times, and seeks to maintain no fixed upper limit on the amount of data calls a Client can make.

1.10 Client Marketing Data. Insteo software may collect marketing data, such as email addresses, twitter handles, mobile phone numbers, and other personal information. We do not share this information with any third party and do not use it for Insteo’s own purposes, other than as an aggregate number of messages through our system. It is available to the client whose account generated this data, and only on request. If this data is not requested, it is destroyed automatically on a regular schedule. In some cases, this schedule may be measured in minutes, so we urge clients who want to download this data to let us know in advance so we will preserve it. We don’t collect any other marketing data, like passwords, private information, etc. We don’t “dig deep” into anyone’s Social Media information, and only supply information an individual supplied to us.

1.11 Opt-Out requirements. When collecting and storing Email Addresses and Mobile our system may be required to send an opt-out message back to the user. We will do this automatically, and with all legally required wording within the message. Should the user opt-out, we will make that information available to our client. It is our client’s responsibility to not email or contact that person again, in accordance with federal, state and local laws.

2. CLIENT RESPONSIBILITIES

2.01 Client Responsibilities Overview. All Digital Signage require internal internet services and a power supply. With the exception of events where the client has retained Insteo to provide turn-key live management services, we require clients to maintain and monitor local power and internet connections at all times. Insteo Content and Insteo Display Apps will not operate correctly without a live internet connection. It is the Client’s responsibility to maintain their in-house connections to the hardware, including internal internet connections via WI-FI or other methods.  Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from disruption of in-house connections to the hardware, including internal internet or power supply connections.

2.02 Internet Services. Insteo Display requires a 24/7 live internet connection to function. Insteo does not supply internet services, and may refer the Client to a common internet services provider. It is the Client’s responsibility to choose a reputable internet services provider. Insteo will not be held liable or responsible for Disruption of Service caused by an internet service outage at the Client’s location, and Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from any Disruption of Service.

2.03 Insteo Leased Hardware. In certain cases, although not common, Insteo provides leased hardware. We guarantee the functioning of all leased hardware components and will replace any failed component at no cost within 24 hours. "Hardware" means the television or PC screens, processor(s), RAM, hard disk(s), motherboard, NIC card, cabling and other related hardware supplied by Insteo. Insteo will provide via express courier or direct drop-off a new Insteo Display system, already programmed for the client’s content. In some cases, the client may be responsible for installing this replacement hardware, including plugging in power and establishing a network connection. Client will be required to return the malfunctioning hardware to Insteo after the switch has been made.

2.04 Client Owned Hardware. Insteo allows Clients to choose hardware, such as Windows based PCs and Television Monitors, from any provider, including hardware purchased directly from Insteo. Hardware must meet our minimum specifications. Maintenance of all hardware owned by the client, regardless of where it was purchased from is the responsibility of the Client. For client supplied hardware, such as network routers, PCs, and any other hardware owned by the client, Insteo cannot provide a maintenance guarantee.

2.05 Typical Hardware and Connectivity Responsibilities. Hardware, such as television screens and Digital Signage Players are not typically part of the overall solution Insteo provides. We typically provide only the Insteo Content and Apps, and Hardware and Internet connectivity is supplied by a partner or client. In these cases, Insteo is only responsible for the Content Delivery. If you notice issues with incorrect screen graphic placement, screen quality, Social Media content not updating, or other issues, we recommend you check with your Hardware and Connectivity partners first. Our Content Monitoring solutions will tell us if the Content and Apps themselves are operating correctly, and should our troubleshooting reveal that the problem lies with Hardware or Connectivity at the client’s end, we can provide additional assistance on an hourly rate basis. Hardware refers to television or PC screens, processor(s), RAM, hard disk(s), motherboard, NIC card, cabling and other related computer or television hardware. Connectivity refers to routers, servers, Wi-Fi connections, 3G/4G connections, and any other device or method used to connect the Hardware to the public Internet.

2.06 Access to the Hardware. The computer system which operates the Insteo software should be installed in a secure location, so unauthorized persons cannot physically access the hardware to vandalize it or attempt to break into client networks. This is true regardless of if Insteo, the client or a third-party supplied or maintains the hardware. Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from unauthorized access to the hardware.

2.07 Access to the Content Management System (CMS). Your Insteo Display service may include access to a Content Management System (CMS) to control what content appears on your systems. The Client is responsible for maintaining security of their password and login information, and is fully responsible for any activities that occur under their account. Client agrees to keep their login information confidential and will notify Insteo immediately if that information is compromised in any way. Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from unauthorized users obtaining the Client’s password and login information.

2.08 Access to the Insteo Mobile Web Services. Your Insteo Display service may include access to the Insteo Mobile services, such as Mobile Microsites and other content you make available to your audience to access on their mobile devices. Access to these services requires your audience maintain data plans on their mobile devices and is not guaranteed to work across the ever changing landscape of mobile devices and mobile browsers. Please note, at high traffic events, mobile phone and data services may become slow or unavailable, and your audience may be unable to reach the Mobile Web Services. This is obviously outside of Insteo’s control, and is due to network traffic and other aspects of the mobile phone and data services networks.

2.09 Access to the Insteo API. Your Insteo Display service may include access to an Application Programming Interface (API) to control what content appears on your systems. The Client is supplied with private URLs and tokens to be used by Insteo Content for accessing these APIs. The Client is responsible for maintaining security of these URLs and tokens and is fully responsible for any activities that occur under their account. If these URLs or tokens are made available to others, it is a potential violation of the license agreement above. Client agrees to keep their API information confidential and will notify Insteo immediately if that information is compromised in any way.

2.10 Social Media Account Information. During the signup process, Clients may be asked for account information for third party sites, such as Social Networking sites. This account information allows the Insteo Display software to connect to content stored at these third party sites. Should the Client change their login information with a third party site, they may need to supply that information back to Insteo. This information is not shared with any other entities in any way.

2.11 Requirement for Third Party Digital Signage Content Management System (CMS). Insteo Content and Insteo Display Apps work within web browsers and on mobile devices, however to be bound by this SLA, we require clients use a third party CMS, to handle content management and scheduling. Several Digital Signage CMS’s are certified by Insteo and a list is available on request.

2.12 Fail Safe Modes if Internet or Power failure occurs on Client supplied hardware and connectivity. Insteo Content and Insteo Display Apps require a live internet connection. If an internet connection drops, some Insteo Display Apps have a short term safe mode, and will continue to show cached content waiting for new content until service is restored. Not all Apps work this way, and some will go offline until service is restored. We strongly recommend that you add to your CMS and schedule non-internet based “Static” content for your digital signs.

2.13 Client Supplied Wireless Internet. You may experience issues with intermittent Internet service, such as with low signal strength Wi-Fi or 3G/4G connections. If you are experiencing intermittent wireless Internet services, Insteo Content and Insteo Display Apps may go into a mode assuming internet access is unavailable. Insteo Content and Insteo Display Apps are often based on live streaming content... if you experience issues with wireless internet, move your router or hotspot closer to your Digital Signage system or switch to a wired connection.

2.14 Private Email Addresses. Commonly for allowing users to send an email message or image to the screen, a public and private email address is created. The public email address is a client created address address@client.com, and the private address is address@insteodisplay.com. It is the client’s responsibility to keep the private address private at all times, and not make login information or the email address itself available to the public.

3. CLIENT GENERATED CONTENT

3.01 Acceptable Use Policy for Uploading Content on the Insteo Network. For some Clients, Insteo may allow you to upload content which will appear on the displays of other Insteo Clients. Insteo may remove any materials that, in its sole discretion, may be illegal, may subject it to liability, or which may violate this Acceptable Use Policy. Your violation of this Acceptable Use Policy may result in either the suspension or termination of access to your services.

Please note, the majority of Insteo Clients do not have this service and are only able to upload content on their own networks, and are only bound by section 3.02 below. This section typically only applies to Reseller partners who manage multiple Client Accounts.

The following constitute violations of this Acceptable Use Policy:

1. Using the Services to transmit or post any material that contains or contains links to nudity, pornography, adult content, sex, or extreme violence;
2. Using the Services to transmit or post any material that, intentionally or unintentionally, violates any applicable local, state, national or international law, or any rules or regulations promulgated thereunder.
3. Using the Services to harm, or attempt to harm, minors in any way;
4. Using the Services to transmit or post any material that harasses, threatens or encourages bodily harm or destruction of property;
5. Using the Services to make fraudulent misrepresentations or offers;
6. Using the Services to access, or to attempt to access, the accounts of others, or to penetrate, or attempt to penetrate, security measures of Insteo or another entity's computer software or hardware, electronic communications system or telecommunications system, whether or not the intrusion results in the corruption or loss of data;
7. Using the Services to transmit or post any material that infringes any copyright, trademark, patent, trade secret or other proprietary rights of any third party, including, but not limited to, the unauthorized copying and/or distribution of copyrighted material, the digitization and distribution of photographs from magazines, books, music, video or other copyrighted sources, and the unauthorized transmittal of copyrighted software;
8. Using the Services to collect, or attempt to collect, personal information about third parties without their knowledge or consent;
9. Reselling the Services without the prior written authorization of Insteo; and
10. Using the Services for any activity that adversely affects the ability of other people or systems to use the Services or the Internet. Interference with or disruption of other network users, network services or network equipment is prohibited.

Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from Client’s violation of this Acceptable Use Policy or the posting of any content on the Insteo Network.

3.02 Acceptable Use Policy for uploading Content on Client’s own Display and Network. Insteo allows you to upload content which will appear within your own displays. Insteo may remove any materials that, in its sole discretion, may be illegal, may subject it to liability, or which may violate this Acceptable Use Policy. Your violation of this Acceptable Use Policy may result in either the suspension or termination of access to your services.

The following constitute violations of this Acceptable Use Policy:

1. Using the Services to transmit or post any material that, intentionally or unintentionally, violates any applicable local, state, national or international law, or any rules or regulations promulgated thereunder; and
2. Using the Services to harm, or attempt to harm, minors in any way.

Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from Client’s violation of this Acceptable Use Policy or the posting of any content on the Client’s own Network and Display.

4. CONTENT FILTERING

4.01 Automated Text Content Filtering. Insteo Display includes advanced text content filtering to provide text content streams from any source, including user generated content (UGC). It is the Client’s responsibility, at the time of ordering the Insteo Display services, to choose an appropriate age level that the content should target. By default, the Insteo Display system shows content that is 13+, which may include slang, mild profanity, sexual themes, racy terms, and other content that may appear in a movie or television broadcast rated for teens or adults. Content Filtering can be set to a General Audience level should the Client choose. The automated content filter may from time to time allow through content that is deliberately misspelled or uses techniques intended to “spoof” an automated content filter.

The automated filter seeks to remove racist terms (the “n-word” and derivatives, and other racist terms), severe profanity (the “f-word, s-word and c-word” and derivatives), and severe sexual content, such as graphic descriptions of sexual acts, sexual organs and sexual terms. Deliberate misspellings such as substituting “ph” for the letter “f” in the “f-word” are searched for and commonly caught. People are very creative with the way they try to spell profane terms to bypass filters, and Insteo is commonly looking for new ways people may try trick our filters.

This Content Filter uses a constantly updated database of North American English words, slang and phrases. This database includes to a lesser extent Mexican Spanish and North American French profane words and phrases, and slang terms. It does not contain other languages, or regional slang for other countries and regions. UGC coming from Twitter may be in any language, or a mixture of languages within the same message, and the content may contain profanity / slang for a language or region we do not filter for. It is our client’s responsibility to alert us in advance to languages or regional slang that may be read and legible to their audience, so we may consider adding words from this language. The Insteo database of words and phrases is proprietary and will never be made available to clients or partners under any circumstances. You may request that we add a word or phrase, but it is at our sole discretion to do so.

The UGC may include positive or negative text content specifically about a Client, a Client’s representative or a competitor. Insteo Display’s content filtering attempts to remove the negative content; however, no automated filtering technology can ever reach a perfect analysis of content. Content may appear to be positive or negative, when it is not. Sarcasm may trick our filter into believing a message is positive when it is not. A client must specifically request negativity filtering to be turned on.

If the “offensive” content contains the name of a person within your organization (an employee, player, contractor, etc.), a celebrity at an appearance, or any content which would be embarrassing to any person, and you did not choose to add the person’s name or nicknames to your custom filter in advance, Insteo cannot provide any service refunds as noted below.

Insteo invites all clients to add keywords of their choosing to their custom content filter. This filter allows any word to be added, except for “common words” such as “and, the, it” etc. This filter allows a Client to filter the brand names of competitors, names of company employees, and any other words that the client does not want to appear on their screen. There is no need to enter profanity to the custom filter, as it is already included. Should a client need a “common word” added to the custom filter, please contact an Insteo Representative.

If you have requested that we turn up the filtering to the strictest levels, some content which is safe may be blocked, and this may reduce the amount of content which makes it to the screen.

4.02 Starting Your Own Feeds. Insteo makes available a tool to start feeds connecting to Social Media Networks. These feeds by default filter content suitable for ages 13+, and you must contact Insteo directly if you want stricter filtering or negativity filtering turned on. Insteo does not make access available to these advanced functions.

4.03 User Profile Images. Insteo automated text filters do not look at images or videos, such as user profile images. It is conceivable that a user could upload a profile image containing something offensive, and our automated system does not review these profile images. Insteo relies on the service provider of the user generated content (UGC) to determine the safety level of the content. Typically, determining the level of content safety is handled by that service provider’s community, and is done by human and not automated machine review. Each UGC provider has their own community standards and guidelines for what is considered safe. An image or video that can be considered “obscene” can be uploaded and tagged as “safe” by a user of that site. The UGC community at large might not find and correctly tag this content “unsafe” for several hours or longer. During that time, the content could appear on your screen. Clients may choose to not show profile images on their screens, and we are in no way responsible for obscene user profile images which make it to the screen.

4.04 Content which is not filtered. Facebook Content is not filtered, including Facebook posts made by you or your employees or representatives, or comments from users. We can disable user comments if you do not want potentially offensive content to appear on your screen. Content which you post directly from within the Insteo CMS is not filtered in any way. Employees with your password could post offensive content, which is beyond our control and is not reviewed in any way by our filtering technology.

4.05 Human Moderated Content Filtering. Insteo may make Human Moderated Filtering available for text or images for a fee. Clients are responsible for telling us the Age Range they are seeking.

Human moderators remove images with sexual acts or props, nudity, sexual themes, inappropriate dress (by North American Standards), violence or weapons, profanity appearing in images, drug use, or images which contain logos or other copyrighted material.

For text human moderation, the Insteo filter first runs to remove profanity, and then the human moderator reviews the content. Human moderators remove text which contains racist terms, hateful speech, obscured profanity, negativity or obvious sarcasm.

4.06 Client Controlled Human Moderation. For text, image and video content, a Client can choose to manually filter this type of content on their own, only allowing content through which they determine safe. Should a Client choose to do manual filtering on their own for image and video content, they may, from time to time experience content which can be considered profane, obscene, racist, or pornographic during the moderation process. If the client supplied Human Moderator chooses incorrectly to allow this content, Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from any Text, Image and Video content used in Insteo Display services. The client is not eligible for service credits at any time when supplying their own Human Moderators should offensive content be directed to the screen.

4.07 Automated Text Content Filtering Guarantee. Client acknowledges that the internet is an open forum and contains content which certain people may find offensive. Should the Insteo Display system find content that is offensive to the audience and present it, Insteo shall be indemnified and held harmless by Client from and against any and all claims, liabilities, or damages arising from the content of any text that appears on the screen. User Generated Content is only intended for Ages 13 and up, unless clients specifically request we set our filtering software to the tightest possible settings. If you have not specifically requested tighter settings, content may appear that commonly appears in movies and televisions shows rated for ages 13 and up, regardless of if the ratings board has a parental advisory on that content. We supply no automated filtering for images or videos, and only Insteo or Client supplied Human Moderation is available for image or video content.

4.08 Insteo supplied Human Moderation Guarantee. Should the client retain Insteo for a paid human moderation solution, using Insteo staff, contractors or “Crowd-Sourced” resources, Insteo will ensure the content will remain safe to the guidelines specified in advance by the client. For text based content, these guidelines will include age ranges, audience/regional/cultural specifications, the names of people or companies that should not appear on the screen, and any other content our staff is supposed to moderate for.

For image based content, in addition the requirements for text content we additionally need guidelines for borderline content. Borderline content is described as content which is not generally sexual or profane, but includes situations that may be offensive to some audiences. For example, “Lingerie Fashion Shows” run during television prime time and “Swimsuit Editions” of magazines can be purchased by minors, but you may not wish this type of content to show on your screen. We can use the strictest settings for images to show people only fully clothed, not in bathing suits, beachwear, “lingerie” attire, or other items, even though this is not nudity or sexually themed by most definitions. Situations showing people in a night club in “Clubwear” also may be deemed inappropriate. You may request Image Content Suitable for All Ages, which we will take to mean images which include only fully clothed persons, in natural situations, and with any drug, alcohol, or sexual content removed.

When you, our client, have provided clear guidelines of the age-ranges and audience specifications, if in any case our human moderation staff makes an error and content which is obviously offensive to your audience (nudity, severe sexual content, profanity etc.) or is embarrassing to you, your clients, staff or representatives and this content is sent to the screen, we will offer a credit of the full monthly service price. You, are client, are not required to show proof of this content if we are responsible for Human Moderation and make an error. We will make an immediate review of our policies and staffing and discuss our proactive actions with you within one business day. We understand you may cancel our services and will do everything we can to ensure no errors occur.

For borderline content, mildly offensive content, or “judgment calls” where the content may be offensive only to a smaller segment of the population or our staff made a judgment call that any reasonable person may make, or if the offensive content was obscured, in the background of an image, or in any way was not clearly visible during the moderation process. This may include examples where there is a crowd of people and one individual out of dozens is making an obscene gesture, or some other situation where finding the objectionable content requires significant studying of the image during the moderation process. Our moderators are instructed to spend only a few minutes on the image to ensure the content makes it to the screen in a timely manner. Should such a borderline incident occur, we may offer a partial or full credit and will review our guidelines again with you to ensure we are complying with your requirements.

5. PROPERTY AND MATERIALS

5.01 Ownership of Client Supplied Materials. All plans, preliminary outlines, sketches, copy, and all other property and materials which are supplied by Client to Insteo pursuant to this agreement shall be the property of Client. All such materials will be returned upon payment in full and upon Client’s written request within 10 business days, costs of shipping and handling will be Client’s responsibility.

5.02 Ownership of Creative Designs. All materials, new artwork, logos, layouts, designs, illustrations, scripts, copywriting, or similar which are produced by reason of this agreement shall be the property of Client as soon as payment for them has been made. On termination of this agreement, all such property and materials shall be the property of Insteo unless Client pays for them in accordance with the terms of this agreement, even if Client or another person has physical possession of them.

5.03 Ownership of Programming Code and Insteo Templates and Apps. All programming code, template designs, Apps, subroutines, code snippets and methods within the Insteo systems are the property of Insteo.

5.04 Use in Promotional Materials. Insteo retains the limited right to retain and use materials produced by reason of this agreement for Insteo’s promotional purposes, unless specifically agreed upon in our production authorization for that project that we will not retain and use materials for Insteo’s promotional purposes. These materials will not be used for promotional materials before being released to the public. A client provided Non-Disclosure Agreement may specifically prevent our use of any materials for promotional purposes, and if furnished and agreed upon may supersede section 5.04. of our Service Agreement.

6. GENERAL TERMS AND CONDITIONS

6.01 Arbitration. Any controversy or claim arising out of or relating to this agreement, or the breach of it, shall be settled in the County of Los Angeles pursuant to the laws of California, by binding arbitration before the American Arbitration Association and in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction.

6.02 Assignment and Delegation. Neither party may assign any rights or delegate any duties under this agreement without the express prior written consent of the other.

6.03 Entire Agreement. This writing contains the entire agreement of the parties. No representations other than those expressly set forth in this agreement were made or relied on by either party. No agent, employee, or other representative of either party is empowered to alter any of the terms of this agreement, unless done in writing and signed by an executive officer of each party.

6.04 Controlling Law. This Agreement shall be construed according to the laws of the State of California in effect as of the date of execution. The Parties expressly waive any claim to jurisdiction in any federal forum.

6.05 Failure to Object Not a Waiver. The failure of either party to object to, or to take affirmative action with respect to, any conduct of the other party that is in violation of the terms of this agreement shall not be construed as a waiver of that conduct or of any future breach or subsequent wrongful conduct.

6.06 Notices. All notices pertaining to this agreement shall be in writing and shall be transmitted either by personal hand delivery or through the U.S. Postal Service. The addresses on the signature page of the Service Agreement shall be the places where notices shall be sent, unless written notice of a change of address is given.

6.07 Waiver. The delay or failure of a Party to exercise any right, power or privilege hereunder, or failure to strictly enforce any breach or default shall not constitute a waiver with respect thereto; and no waiver of any such right, power, privilege, breach or default on any one occasion shall constitute a waiver thereof on subsequent occasion unless clear and express notice thereof in writing is provided.

6.08 Severability. If any provision of this Agreement is held to be invalid or unenforceable, all other provisions shall nevertheless continue in full force and effect.

6.09 Attorneys' Fees upon Breach. If any action at law or in equity, or any motion, is brought to enforce, interpret or rescind this Agreement, the prevailing Party shall be entitled to all of its costs in bringing and prosecuting or defending said action or motion, including reasonable attorneys' fees.

6.10 Joint Participation in Preparation of Agreement. The Parties hereto participated jointly in the negotiation and preparation of this Agreement, and each Party has had the opportunity to obtain the advice of legal counsel and to review, comment upon, and redraft this Agreement. Accordingly, it is agreed that no rule of construction shall apply against any Party or in favor of any Party. This Agreement shall be deemed to have been drafted jointly by the Parties hereto, and shall not be interpreted or construed in favor or against any Party.

6.11 Representation of Authority. Each individual executing this Agreement on behalf of any Party expressly represents and warrants that he/she has authority to execute and thereby bind the Party on behalf of which he/she executes this Agreement to the terms of this Agreement and any other documents or agreements, and agrees to indemnify and hold harmless each other party from any claim that such authority did not exist. During the pendency of this contract, any Client representative, agent or employee who instructs Insteo or Insteo’s agents, representatives or employees to perform any services herby binds Client and has full authority to do so.

6.12 Headings. The headings included in this Agreement are for convenience only and do not limit, alter, or affect the matters contained in this Agreement or the paragraphs they encaption.

6.13 Counterparts. This Agreement may be executed in one or more counterparts, all of which together constitute one single document. It is further understood that no legal obligations will arise under this instrument unless and until each and every party has signed its respective copy of the Release. Several identical copies of this Agreement which may be executed by the Parties shall be deemed to be one and the same document. The Parties agree that facsimile transmissions or reproduction copy of their signatures, or any of them, shall have the same force as signatures in ink.

6.14 No oral modification. This Agreement may be modified only by written agreement of the Parties to the Agreement.