Partner Terms of Service

Last Updated: October 31, 2023

Please read these Partner Terms of Service and our Privacy Policy carefully because they govern your enrollment and participation in the Insightly Partner Program and your use of all of our Services. Your use of our Services will be an integral part of your participation in the Partner Program.

1. Agreement To Terms. By enrolling in the Partner Program and/or using our Services, you agree to be bound by these Terms (which, along with the order or enrollment forms you have executed and the Privacy Policy and any documents referenced herein constitute a binding agreement between you and Insightly). If you don’t agree to be bound by these Terms, you may not participate in the Partner Program or use the Services. If you are enrolling in the Partner Program or accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING TO RESOLVE ANY DISPUTE BETWEEN YOU AND INSIGHTLY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION.

2. Definitions. To make these Terms easier to read, we have included several capitalized defined terms which you will see throughout. Below is a list of these terms: 

1. 1. “Account” means an account you create with us to register for our Services.
   2. “App Provider” means any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available.
   3. “Confidential Information” means any confidential information disclosed by you to us or us to you under these Terms.  You must mark or identify all information you want us to treat as Confidential Information.  All information which you access or receive from Insightly or under the Partner Program shall be deemed Insightly Confidential Information.
   4. “CRM” means customer relationship management.
   5. “CRM Data” means any information input into or processed through the Services other than on the Site, in any format including text, graphics, images, music, software, audio, and video. Examples of CRM Data include but are not limited to the name, address, job title, and relationship logs with your customers. It does not include Your Site Content or the Marketing Automation Data.
   6. “End User” means an end user customer of a Services subscription.
   7. “Feedback” means feedback, comments and suggestions for improvements to the Services.
   8. “Insightly” means us—the legal entity Insightly, Inc., a Delaware corporation with mailing address: 58 West Portal Ave PMB 716, San Francisco, CA 94127
   9. “Insightly Marketing” means Insightly’s marketing automation offering.
   10. “Legitimate Prospect” means a contact, tied to a domain and/or business entity, with which you have established a demonstrable business relationship, who you are actively approaching and are engaging with in a pursuit of a sale, who has a demonstrated need to purchase a Services subscription, and who has the authority within the organization to make purchase decisions. 
   11. “Marketing Automation Data” means any information input into, collected via or processed through Insightly Marketing and that is not CRM Data, in any format including text, graphics, images, music, software, audio, and video. Examples of Marketing Automation Data include but are not limited to email addresses and prospect and customer lists. It does not include Your Site Content.
   12. “Mobile App” means our mobile application.
   13. “Net Revenue” means the initial fee, and any upgrade or downgrade fees that are actually paid to us by an End User. Net Revenue shall be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by Insightly
   14. “Order Form” means a written order form between Insightly and you for the provision of certain Services.
   15. “Our Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services by Insightly or other third parties. Our Content does not include Your Data.
   16. “Partner” refers to you (your business) if you’ve applied and have been approved and contracted under our Partner Program.
   17. “PartnerStack” refers to the company and technology on which partners manage their referral links and payments. When partners apply and are approved, they are also set up in PartnerStack.
   18. “Payment Information” means additional information relevant to your Transaction, including your bank or credit card number, relevant expiration dates, and your email and postal addresses for billing and notification.
   19. “Privacy Policy” means our policy governing the collection and use of your information (available at www.insightly.com/privacy-policy).
   20. “Qualified Transaction” means those transactions that are eligible for a Revenue Share as they are annual subscriptions sold via the Insightly sales team.
   21. “Referral” means a lead that is sent to Insightly via a trackable link issued to an authorized Partner. A referral must be submitted via the Partner’s assigned links to qualify for Revenue Share.
   22. “Revenue Share” means a percentage (%) of Net Revenue paid to us by an End User. Revenue Share percentage may vary depending on when you applied to the program, and what Revenue Share has been earned. Revenue Share is only paid on annual, non-cancellable Services subscription agreements sold via the Insightly sales team.
   23. “Services” means (i) our Site; (ii) our on-demand Insightly CRM service that we make available via our Site; (iii) Insightly Marketing; (iv) our Mobile App; and (v) our configuration, setup, support, and training services, if you purchase such services from Insightly.
   24. “Site” means our website located at www.insightly.com.
   25. “SNS Account” means your account with certain third-party social networking services (“SNS”) such as Google, Facebook or Twitter.
   26. “Subscription” means the Services (or certain portions of the Services) that we provide pursuant to these Terms on a subscription basis.
   27. “Subscription Fee” means the applicable Subscription fee you pay to us (most often on an annual basis, depending on the Subscription), plus any applicable taxes and other charges.
   28. “Terms” means these Terms of Service.
   29. “Transaction” means a payment made for a Subscription.
   30. “Your Data” means your CRM Data, Marketing Automation Data and Your Site Content. This is data and content you are providing or creating using our Services.
   31. “Your Site Content” means all information you post, generate, provide or otherwise make available through our Site that is not your CRM Data or Marketing Automation Data.

3. Privacy Policy. Please refer to our Privacy Policy for information on how we collect, use and disclose information from our users. You acknowledge and agree that your use of the Services and participation in the Partner Program are subject to our Privacy Policy. (available at www.insightly.com/privacy-policy).

4. Changes To Terms Of Service. We may update the Terms from time to time, and if we do, we’ll let you know by posting the updated Terms at Insightly’s PartnerStack site. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then you may not participate in the Partner Program or use the Services anymore. Because our Services and the Partner Program are evolving over time, we may change or add features to the Services and/or the Partner Program at any time.

5. Your Account.

1. Registration and Your Information. If you want to use certain features of the Services you’ll have to create an Account.
2. Accuracy of Account Information. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. Anyone with access to your Account will be considered to be users authorized by you and their use of the Services will be considered to be authorized by you.
3. User Credentials. Each set of user credentials may only be used by one (1) person – a single set of user credentials shared by multiple people is not permitted. You may create separate user credentials for as many people as are permitted under the applicable Subscription.

6. What We Own and License to You.

1. Ownership of Services. Insightly and its licensors exclusively own all right, title and interest in and to the Services and Our Content, including all associated intellectual property rights. You acknowledge that the Services and Our Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Our Content.
2. License to Our Content. Subject to your compliance with these Terms, Insightly grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, download, view, copy, display and print Our Content solely in connection with your permitted use of the Services and solely for your CRM-related purposes.
3. Feedback. We welcome your Feedback. You can submit Feedback by emailing us at support@insight.ly. All Feedback will be owned by Insightly, and you hereby do and will make all assignments and take all reasonable acts necessary as requested by Insightly to accomplish the foregoing ownership.

7. Subscriptions. Insightly requires a Subscription to use the Services but may make certain limited portions of the Services available for free without a Subscription. Insightly may also provide portions of the additional Services that are made available to those who purchase Subscriptions for free for a trial period. At any time during the trial and thereafter, you may purchase a Subscription.

1. General. When you initiate a Transaction, you authorize us through our third-party payment processor to charge you for your Transaction. We may ask you to supply additional Payment Information in order to process your Transaction. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges).
2. Subscription Fees. If you purchase a Subscription, you will be charged the Subscription Fee at the beginning of your Subscription and each period thereafter (such period will depend on the Subscription), at the then-current Subscription Fee. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you at the beginning of the next applicable period of your Subscription during the term, using the Payment Information you have provided until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Insightly. Your Subscription continues until canceled by you or until we terminate your access to or use of the Services or Subscription in accordance with these Terms. Prices for the Services, including but not limited to monthly Subscription fees to the Service, are subject to change upon 30 days’ notice from us before the end of your Subscription period. Such price changes will be posted by us on the Site or notified to you through the App.
3. Modifying Subscriptions. Upon upgrading or downgrading a Subscription plan level, you will be credited pro rata for the time remaining in the current billing cycle, however, you will not be refunded for any Services during the then-current Subscription period. Downgrading your Subscription plan may cause the loss of features of, or capacity associated with your Account. Insightly does not accept any liability for such loss.
4. Cancelling a Subscription. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel, you can send an email to contact@insightly.com. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current subscription period and will then terminate without further charges.

8. Your Data.

a. Rights in Your Data.

1. CRM Data. You own your CRM Data. We will not access your CRM Data for any purpose other than in connection with the provision of Services. For additional information on how we use and store your CRM Data, please refer to our Privacy Policy.  (available at www.insightly.com/privacy-policy).
2. Marketing Automation Data. You own your Marketing Automation Data. We will not access your Marketing Automation Data for any purpose other than in connection with the provision of Services. For additional information on how we use and store your Marketing Automation Data, please refer to our Privacy Policy.

b. Responsibility for Your Data. You are solely responsible for all of Your Data. You represent and warrant that (i) you have received all appropriate rights, consents, permissions, waivers and notices required for you to be able to provide Your Data to the Company, in compliance with all applicable laws and contractual requirements; and (ii) neither Your Data, nor your use and provision of Your Data to be made available through the Services, nor any use of Your Data by Insightly on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

c. Removal of Your Data. You can remove Your Data by specifically deleting it from the Services. We are not responsible or liable for the removal or deletion of any of Your Data, except as otherwise provided in the Privacy Policy.

9. Rights and Terms for the Mobile App.

1. Rights in Mobile App Granted by Insightly. Subject to your compliance with these Terms, Insightly grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the Mobile App on a mobile device or computer that you own or control and to run such copy of the Mobile App solely for your own use. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Mobile App; (ii) distribute, transfer, sublicense, lease, lend or rent the Mobile App to any third party; (iii) reverse engineer, decompile or disassemble the Mobile App; or (iv) use the Mobile App to generate, deliver, or transfer any malicious software or code of any kind. Insightly reserves all rights in and to the Mobile App not expressly granted to you under these Terms.
2. Accessing Mobile App from an App Store. The following terms apply to any Mobile App accessed through or downloaded from an App Provider. You acknowledge and agree that:

• These Terms are between you and Insightly, and not with the App Provider, and Insightly (not the App Provider) is solely responsible for the Mobile App.
• The App Provider has no obligation to furnish any maintenance and support services with respect to the Mobile App.
• In the event of any failure of the Mobile App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the Mobile App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the Mobile App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Insightly.
• The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Mobile App or your possession and use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation..
• In the event of any third party claim that the Mobile App or your possession and use of that Mobile App infringes that third party’s intellectual property rights, Insightly will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
• The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the Mobile App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Mobile App against you as a third-party beneficiary thereof.
• You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• You must also comply with all applicable third-party terms of service when using the Mobile App.

10. General Prohibitions and Insightly’s Enforcement Rights. You agree not to do any of the following:

1. Post, upload, publish, submit or transmit any of Your Data that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
2. Use, display, mirror or frame the Services or any individual element within the Services, Insightly’s name, any Insightly trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Insightly’s express written consent;
3. Access, tamper with, or use non-public areas of the Services, Insightly’s computer systems, or the technical delivery systems of Insightly’s providers;
4. Attempt to probe, scan or test the vulnerability of any Insightly system or network or breach any security or authentication measures;
5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Insightly or any of Insightly’s providers or any other third party (including another user) to protect the Services or Our Content;
6. Attempt to access or search the Services or Our Content or download Our Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Insightly or other generally available third-party web browsers;
7. Use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser;;
8. Use the Services in any manner that damages, disables, overburdens, or impairs any of our Services, attempt to gain unauthorized access to the Services, access the Services other than through our interface, or use the Services for any purpose or in any manner that is unlawful or prohibited by these Terms;
9. Use any meta tags or other hidden text or metadata utilizing an Insightly trademark, logo URL or product name without Insightly’s express written consent;
10. Use the Services or Our Content, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;
11. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Our Content to send altered, deceptive or false source-identifying information;
12. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Our Content;
13. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
14. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
15. Impersonate or misrepresent your affiliation with any person or entity;
16. Violate any applicable law or regulation; or
17. Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services, Our Content, or Your Data, or to review or edit any of Our Content or Your Data, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any of Our Content or Your Data, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of Our Content or Your Data to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

11. Links to Third Party Websites or Resources. The Services (including the Mobile App) may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

12. Termination.

1. Insightly may terminate these Terms for cause upon thirty (30) days’ written notice to you of a material breach if such breach remains uncured at the expiration of such thirty (30) day period.
2. You may cancel your Account at any time by sending an email to us at support@insight.ly. NO REFUNDS. NO REFUNDS OR CREDITS FOR SUBSCRIPTION FEES WILL BE PROVIDED IF YOU TERMINATE OR CANCEL YOUR SUBSCRIPTION TO THE SERVICE PRIOR TO THE END OF A SUBSCRIPTION TERM.
3. We may delete Your Data from the Services within twenty-four (24) hours upon expiration or termination of the Terms. At your request only and within ten (10) days before the effective date of termination of these Terms in accordance with this section, you may request and we will make available to you Your CRM Data as it was available via the Services on the day of termination for export or download. Your Data may not be otherwise recovered once your Account is cancelled or terminated.  As stated above, no refunds will be provided to you if you cancel your Account or the Services.
4. Upon any termination, discontinuation or cancellation of the Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

13. Warranty Disclaimers. THE SERVICES, OUR CONTENT, AND YOUR DATA (AS YOUR DATA IS PRESENTED ON THE SERVICES), AS WELL AS THE PARTNER PROGRAM, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

14. Indemnity. You will indemnify and hold harmless Insightly and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Our Content, (ii) Your Data, (iii) your breach of these Terms, and (iv) your violation of applicable law.

15. Limitation of Liability.

1. NEITHER INSIGHTLY NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES, OUR CONTENT, OR YOUR DATA WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OUR CONTENT, OR YOUR DATA, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INSIGHTLY OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
2. IN NO EVENT WILL INSIGHTLY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OUR CONTENT, OR YOUR DATA, OR IN RELATION TO YOUR PARTICIPATION IN THE PARTNER PROGRAM, EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO INSIGHTLY FOR USE OF THE SERVICES, OUR CONTENT, OR YOUR DATA, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO INSIGHTLY, AS APPLICABLE.
3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INSIGHTLY AND YOU.

16. Governing Law. These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions.

17. General Terms.

1. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Insightly and you regarding the Partner Program, Services, Our Content and Your Data, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Insightly and you regarding the Partner Program, Services, Our Content, and Your Data. If we execute an Order Form with you, the terms of the Order Form will take precedence over any terms of the Terms that conflict with the terms of the Order Form. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Insightly’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Insightly may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
2. Arbitration. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THESE TERMS TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN SAN FRANCISCO, CALIFORNIA BEFORE ARBITRATOR(S). THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT AND IN ACCORDANCE WITH THE EXPEDITED PROCEDURES IN THOSE RULES OR PURSUANT TO JAMS’ STREAMLINED ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.
3. Notices. Any notices or other communications provided by Insightly under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
4. Waiver of Rights. Insightly’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Insightly. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

18. Non-Exclusivity.

These Terms do not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties and in respect to other matters.

19. Partner Revenue Share and Payment.

A prospective customer is not considered valid a Legitimate Prospect or End User for receipt of Revenue Share payments: (i) if it is not registered via the Partner’s referral link, (ii) if it is not accepted by us, (iii) if the registration has expired, (iv) after these Terms are expired or terminated, or (v) if it is already in a current deal process with Insightly.  Please note that we may, at our discretion, reject any prospective customer which you may refer, for any reason, including without limitation if the customer has already been registered by another Partner or due to our financial, legal, regulatory and channel policies. Once the valid prospect has been successfully registered and is ready to purchase, we will, at our discretion, accept an order and provision the Subscription Service for the End User in order to complete a Qualified Transaction.

1. Insightly Leads. We may choose to introduce you to, or send you information on, a prospect of ours when we identify that such prospect may have a need for the services you offer (each, an “Insightly Lead”). We can do the same for other Partners. You may use the information about the Insightly Lead provided only to market and sell your services to them and not for any other purpose (unless the Insightly Lead otherwise consents). Immediately upon our or the Insightly Lead’s request, you will promptly discontinue all use of and delete the Insightly Lead’s information. Insightly Leads are considered our Confidential Information and shall be treated in accordance with the ‘Confidentiality’ section below.
2. Engagement with Prospects and End Users.  We may engage with a prospect, lead or End User directly (i) to enable our Cross Sell program, (ii) to complete the subscription process, (iii) to fulfill or enforce our obligations under an agreement with such prospect, (iv) to provide support, (v) to conduct our standard marketing and sales activities with prospects; (vi) in connection with the Optional Programs, or (vii) as otherwise permitted by these Terms.

20. Revenue Share and Payment.

In order to receive a Revenue Share payment under these Terms, you must have: (i) agreed to and complied with these Terms; (ii) provided PartnerStack with your payment information based on their payment process.  Please review PartnerStack for more information on the partner reward process here. Once Insightly is paid by the referred customer you will be eligible to receive Revenue Share on Qualified Transactions.
21. Training and Support.

1. Training and Support.  We will make available to you, without charge, various webinars and other resources made available as part of our Partner Program, at our discretion.  
2. End User Training and Support. We may sell our Guided Onboarding services to the End User. When it has been purchased, we will provide user training purchased by an End User as set forth in a mutually agreed upon order between the End User and Insightly. We may communicate directly with any End User about use of the Services and any support issues experienced.
3. Insightly Demo Account.  If we make an Insightly Demo Account available to you, then you will use the Insightly Demo Account solely for your own education, demonstration and evaluation purposes. You are not permitted to use it for any other purpose. You will not lease, distribute, license, sell or otherwise commercially exploit the Insightly Demo Account. You will not use any End User data or Customer Data (as defined in the Customer Terms of Service) with the Insightly Demo Account. You can only use your own data (data and information that you specifically own) or the synthetic data provided to you for demonstration purposes by Insightly. You will not exceed the contact limits provided for you in the Insightly Demo Account and will utilize a reasonable number of objects in your use of the Insightly Demo Account. The Customer Terms of Service apply to your use of the Insightly Demo Account.  We reserve the right to suspend, modify, or discontinue any or all part of the Insightly Demo Account at any time without prior notice to you. In the event of a conflict between the terms that apply to the Insightly Demo Account as specified in these Terms and the Customer Terms of Service, the terms of these Terms shall control.

22. Optional Partner Programs.

We may from time to time offer you optional tools, beta testing programs or partner promotions (the “Optional Programs”). If you choose to use any Optional Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Programs. If the Optional Programs include our making certain promotions available to our partners, you will: (i) market and promote the promotion only to your registered and valid prospects, (ii) only market and promote the promotion individually within a distinct sales process, and not engage in any form of mass marketing of the promotion, and (iii) will follow the all the other terms and criteria applicable to that specific promotion as we designate. We may discontinue all or a portion of any Optional Programs (as well as our Partner Program) at any time.  Additional terms may apply to your participation in Optional Programs. We will make any additional terms available to you for your review at the time of the offer to participate in such Optional Programs.

23. Trademarks.

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Participant Marks”) in connection with the Partner Program and these Terms for the purpose of marketing and carrying out our obligations under, and promoting, the Partner Program.

We retain all ownership rights in Insightly Trademarks. During the term of these Terms, you may use our trademark as long as you follow the usage requirements in this section and the incorporated guidelines. You must: (i) only use the images of our trademarks that we make available to you as part of your participation in this Program (e.g., authorized partner badges), without altering them in any way, (ii) only use our trademarks in connection with the Program and (iii) immediately comply if we request that you discontinue use.

You must not use any of our trademarks: (a) in a misleading or disparaging way; (b) outside the scope of the Program or these Terms; or (c) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

24. Proprietary Rights.

1. Insightly’s Proprietary Rights. Except as expressly set forth in these Terms, no license or other rights are granted by these Terms. The Services are protected by intellectual property laws. The Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Services. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Insightly Content, or the Services in whole or in part, by any means, except as expressly authorized in writing by us. Insightly, the Insightly logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in these Terms.

   We encourage all customers and partners to comment on the Services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Services, without payment to you.
   
   

2. End User’s Proprietary Rights. As between you and End User, End User retains the right to access and use the End User portal associated with the Services regardless of whether you placed the order with us for an End User or made or make payments for an End User. End User will own and retain all rights to the End User Data. If we deem it to be necessary based on the relationship status between you and the End User or the particular situation, we may communicate directly with the End User and/or may port ownership of the portal associated with the Services to the End User.
3. User Participation Disclosure. Please note that any End User portal may have more than one Partner or Provider involved in their use of the Services. All information and data about you in the End User portal may be visible to all users of the End User portal, and will not be considered Confidential Information between you and other users of the portal. It is the End User’s responsibility to set the User Permissions to control the access and visibility of all information and data in the End User portal.

25. Confidentiality.

1. Either you or we may disclose or receive Confidential Information under these Terms.  The discloser is referred to as the “Disclosing Party” and the receiver is referred to as the “Receiving Party”. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
2. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
3. Injunctive Relief.  Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party.  Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
4. No Insider Trading.  During the Term of the Agreement with Insightly, Partner and its officers, directors, employees, and agents (collectively, “Partner Representative(s)”) may be exposed to material, non-public information about Insightly under federal or state securities laws. Partner Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If Partner Representatives are exposed to such material, nonpublic information, Partner Representatives agree not to: (1) trade in Insightly’s securities (including common stock, stock options, other Insightly-issued securities, or derivative securities), (2) have others trade in Insightly’s securities on the Partner Representative’s behalf, (3) give trading advice of any kind about Insightly, (4) disclose any material, nonpublic information to anyone else who might then trade, or (5) recommend to anyone that they purchase or sell Insightly’s securities. Please contact our Corporate Team at corporate-legal@Insightly.com if you have any questions regarding compliance with this section.

26. Opt Out and Unsubscribing.
You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.  

27. Contact Information.
If you have any questions about these Terms, the Services, or the Privacy Policy, please contact Insightly at support@insight.ly.

Please also see our Data Processing Addendum for more information.