Inspira Advantage, Inc. (“Inspira”, “InspiraAdvantage”, “Company”, “We”, “Us”, or “Our”) provides services(“Services”) to companies (“Customer”, “You”, “Your”, or “User”) that aregoverned by the guidelines and rules listed in this document (“Agreement” or “Terms”). By using Our Services, You agree to these Terms and agree to abide bythem at all times. If You are not comfortable with the Terms listed in this Agreement, please do not use Our Services and reach out to Us if You have anyquestions or concerns.
These Terms Were Last Updated On 06/14/2020
Future Modification of Terms
The Terms listed in this document might change in the future as Our Services evolve. Inspira reserves the right to update any portion of these Terms at its sole discretion. These changes will either be reflected on Our website or in certain cases, be communicated to Users through an email. We will also update the “These Terms Were Last Updated On MM/DD/YYYY” section at the beginning of this document when we make any changes to these Terms. By continuing to use our Services, You agree to abide by these Terms.
General Terms and Conditions
Responsible Use of Our Services
By agreeing to work with Us, You receive access to Inspira's Services. This does not mean We are licensing any part of our intellectual property, including, but not limited to our persona assessment documents, intake forms, logos, color scheme, branding elements, website look and feel, or trademarks to You. The rights provided to You under this Agreement are meant to allow You to use our Services for Your company’s use only. Any use of Our Services outside the predetermined scope of what they can be used for will be considered a violation of law and might lead to criminal charges resulting in prosecution.
As such, You are not allowed to:
It is up to the User to make sure:
Users might be temporarily or permanently be banned from using Inspira's Services and/or face criminal prosecution and be liable for damages if We learn about irresponsible use of Our Services.
One-Time Purchase Fees
Even if User authorizes a representative to access Services on behalf of User, the User is solely responsible for complying with all Terms listed in this document. The User’s responsibilities cannot be transferred to another individual or organization under any situation. Abdicating responsibility for violation of these Terms, even if the actions that led to the violation were taken by a different individual or organization, might result in the User being denied access to Inspira's Services or legal action against the User.
Prohibition of Sensitive Data Collection
Inspira’s Services cannot be used by Users to collect, analyze, or store any sensitive information under any circumstances. This includes information on an individual’s mental health, race, sexual orientation, political or religious affiliation.
Intellectual Property Rights and Ownerships
When working with Our Services, You get access to valuable intellectual property owned by Inspira. This access does not imply that Inspira is providing You a license for any of the Services or intellectual property. Your rights to access these Services are limited in scope to the uses outlined in this Agreement. Inspira's intellectual property is protected by its rights in the United States and other countries where it operates through intellectual property laws. These laws prohibit Users from modifying, copying, or creating derivatives of our Services. You will not have the right to claim ownership, in part or whole, of any patents filed by Inspira now or in the future. When using Our Services for internal purposes, Users may not remove our logo, branding, copyright, or any other form of intellectual property that are embedded in any of our Services.
Reproducing any Services or related content and using them for commercial or non-commercial purposes without the explicit written consent of Inspira is also prohibited. Paying a fee and purchasing our Services allows Users to access Services solely for their personal use.
Content Created Through User Feedback or Engagement
Inspira’s ownership of Services and related content extends to any new or derivative Services or content created through feedback provided by Users or their engagement with Inspira. This gives Inspira the universal right to create derivative works or additional Services that can be sold worldwide in perpetuity. Users are not entitled to royalties, payments,or any other form of compensation for Services created by Inspira based on their engagement or feedback.
Users are prohibited from using Inspira’s trademarks, logos, layouts, or designs, regardless of whether they are registered. Explicit written permission is required from an authorized officer of Inspira to use, reproduce, copy, edit, modify, license, sub-license, or transfer any intellectual property that belongs to or is license by Inspira.
Purchasing Our Services
One-Time Purchase Fees
In order to use Inspira’s Services, a User must pay a fee (“Fee” or “Fees”). This Fee will allow them to use the Services on a one-time basis. If Users wish to use Inspira’s Services again, they must pay the Fee. The amount of the Fees will depend on the type and tier of Service the User signs up for and will be made clear during through collateral shared with the User before they sign a contract. This collateral can include flyers, brochures, web pages, or contracts. The User shall not be eligible under any conditions to receive refunds for a part of or the entire Fee in case of cancellation, dissatisfaction with, or lack of use of Service.
Inspira reserves the right to deny providing a part of or the entire Service in case the User does not pay the full Fee for the requested Service upfront.
Certain types of Users might be given the option to purchase Inspira’s Services on a subscription basis. In such cases, the Fee will allow the User access to Inspira’s Service for a predetermined period (“Term”). At the end of each Term, the User will automatically be charged the Fee for the subsequent Term. In order to avoid being charged, the User must cancel or modify their subscription before the start of the Term. Users can cancel their subscription by contacting firstname.lastname@example.org. If a User cancels their Service, they will have access to it until the end of theTerm. The User shall not be eligible under any conditions to receive refunds for a part of or the entire Term in case of cancellation, dissatisfaction with, or lack of use of Service. Any unpaid Fees, however, have to be paid by the User.
In both cases, if a User purchases a one-time or subscription Service from Inspira, it is the responsibility of the User to read the scope of services before signing up. If the User has any questions or concerns about the pricing or scope of services offered, they must contact Inspira at email@example.com before signing up.
Change in Fees or Scope of Service
Inspira reserves the right to change the Fee at its sole discretion. In case our Fee changes, Inspira will inform Users about all relevant specifics including the amount and timing of the change. These changes will be applicable to future payments. If a User is not willing to bear the change in Fees, they should cancel their subscription immediately or reach out to us at firstname.lastname@example.org.
Similarly, We hold the right to change the scope of Service in a specific tier of any of our Services. If there is a material change, Inspira will inform Users through email or through an update on our website.
Inspira as a Third Party Service Provider
In certain cases, Inspira might be hired by organizations to provide Our Services to their clients. An example could include a management consulting firm or investment bank hiring Inspira to provide Services for their employees. In such cases, Inspira acts as a third party service provider. Regardless of whether the payment is made by the organization hiring Inspira or the User, these Terms also apply to Users to whom we are providing the Services.
Payments Through Invoices
In certain cases, Users or an organization hiring Inspira to provide third party services might want to make a payment through an invoice. If this is the case, explicit written consent is required from Inspira. Please contact email@example.com if You wish to make apayment via an invoice. For payments made through invoices, Inspira will issue an invoice which specifies the amount to be paid, date of invoice, and the currency in which payment is to be made. Inspira will also decide the due date of the payment amount listed in the invoice. If payments are not made by the specified date, Inspira has a right to charge up to the maximum penalty allowed by law as interest.
In order to collect Fees from Users, Inspira requires them to provide personal or their organization’s financial information depending on how they wish to make the payment. This includes credit card information including, but not limited to, full name, credit card number, credit card type, credit card expiration date, and credit card CVV number. Inspira reserves the right to temporarily or permanently ban a User if any of their financial information is found to be incorrect or fraudulent. If required, Inspira may conduct additional background and identity verification checks by asking for more information from the User. By providing any personal or financial information, a User allows Inspira to use the information to process their Fee. Inspira might share the information with third party payment processing systems such as but not limited to Stripe or Braintree. The User also agrees to pay any additional taxes and fees that are levied by the payment processors.
Fees paid by Users to Inspira are non-refundable. A User is also prohibited from transferring these Fees to another User’s account. A confirmation of purchase will be sent to users once the Fee has been successfully processed.
In certain cases, we might offer unpaid or pro bono Services to Users. Under such circumstances, even though no payment has been made, Users are still expected to abide by the Terms listed in this document.
Inspira may end unpaid Services at anytime at its discretion. Also, the full scope of Services might not be available to Users who are getting an unpaid or pro bono Service. It is up to Inspira to decide the scope of Services that will be provided.
Termination of Service Due to Missed Payment
Inspira has the right to terminate Services immediately if the User has not paid the Fees required to access Services. We might provide the User a grace period during which they can access our Services if we believe they are acting in good faith to make the payment in a specific time-period. However, providing this grace period and its duration are completely at Inspira’s discretion.
User Data Rights
“User data” is any data generated through any interaction with or use of our Services. This includes all engagements, paid or unpaid, one-time or on a subscription basis. All user data is the property of the User. However, by agreeing to work with Us, User grants Inspira worldwide unlimited rights to copy, modify, edit, reproduce, or distribute user data. We may utilize user data for a variety of purposes, not limited to, but including:
While we might use user data for a variety of different purposes, we will not publish any personally identifiable information (PII). We may however publish anonymized information. We may also conduct aggregate analyses and publish reports based on the usage of our Services. When we publish these analyses, we will make sure no PII is published. Users do not have the right to payments, royalties, or any other form of monetary or non-monetary compensation from any Services or content created using user data.
Upon termination of Service, User loses all right to their data stored in our systems. Unless required by law, We have the right to delete the data as soon as User ends their engagement with Inspira.
Accessing Inspira’s Services
Eligibility and Requirements
In order to use Inspira’s Services, a User must legally be an adult in the jurisdiction where they are located. The User also needs to be able to form a signing contract and should not be prohibited by law from using Inspira’s Services.
Purchasing Our Service
In order to start using Inspira’s Services, a User will need to purchase our service. In order to provide our Service, Inspira will require basic background, employment, and contact information such as first name, last name, email address, name of organization, title, and phone number of the User. Users agree to provide correct information to Inspira. If a User is found to have provided fraudulent or misleading information, they will be permanently banned from using Inspira Services. Attempting to impersonate another User is also prohibited and trying to do so is a violation of Inspira’s Terms. Users are also prohibited from using vulgar, obscene, or offensive words or phrases to create their Profile.
In the future, Inspira might also use information directly from third-party platforms such as Google to populate certain basic fields such as first name, last name, and date of birth when a Profile is being created. By using Inspira, Users give Us permission to get basic demographic and background information about them from these third-party platforms.
In order to continue using Inspira, Users need to ensure that their information is thorough, accurate, and updated at regular intervals. Failure to provide correct information will lead totemporary or permanent suspension of the User’s Service. This will be done at the discretion of Inspira. If a User’s Profile information is compromised in any way, it is their responsibility to inform Inspira as soon as they learn about the data or information breach. The User will be held accountable for any unlawful use, by them or otherwise, of their account.
Using Inspira’s Services
Warranties of Services and Scope of Liabilities
INSPIRA’S SERVICES ARE PROVIDED TO THE USER “AS IS” AND “WITH ALL FAULTS”. YOU ARE WILLING TO ASSUME ALL RISK IF YOU DECIDE TO USE INSPIRA’S SERVICES. INSPIRA DOES NOT PROVIDE ANY WARRANTY FOR ANY OF ITS SERVICES. INSPIRA’S OFFICERS, EMPLOYEES, AFFILIATES, THIRD PARTIES, CONTRACTORS, OR SUPPLIERS (“REPRESENTATIVES”) CANNOT BE HELD LIABLE FOR THE RESULTS OF OUR SERVICES. REPRESENTATIVES ALSO HOLD NO RESPONSIBILITY FOR ANY DAMAGES CAUSED TO USERS THROUGH THE USE OF OUR SERVICE. WE HOLD NO RESPONSIBILITY FOR THE CORRECTNESS OF OUR ANALYSIS, SATISFACTORY PERFORMANCE OF OUR SERVICES, MERCHANTABILITY OR QUALITY OF OUR SERVICES, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. INSPIRA DOES NOT PROVIDE ANY WARRANTY THAT USING OUR SERVICES WILL GET YOU ACCEPTED AT ANY MEDICAL SCHOOL OR LEAD TO ANY POSITIVE RESULTS FOR YOUR CAREER. INSPIRA OR ITS REPRESENTATIVES HOLD NO RESPONSIBILITY FOR ANY LOSS TO AN INDIVIDUAL OR ORGANIZATION THAT WOULD OCCUR DUE TO ANY OF THESE INSTANCES.
IN CASE OF A DISPUTE, THE ONLY REMEDY AVAILABLE TO A USER IS THE DISCONTINUED USE OF OUR SERVICES. IN ANYCASE, THE MAXIMUM POSSIBLE LIABILITY FOR INSPIRA WILL BE: I. THE FEE PAID BY THE USER TO INSPIRA, OR II. $75. UNDER NO CIRCUMSTANCES CAN INSPIRA BE HELD RESPONSIBLE FOR ANY BODILY HARM, INJURY, EMOTIONAL DISTRESS, TRAUMA, OR DEATH CAUSED DUE TO THE USE OF SERVICES IN ANY FORM. INSPIRA’S LIMITATION OF LIABILITY EXTENDS TO CLAIMS FOR BUSINESS LOSSES, PERSONAL LOSSES, COST OF PROCUREMENT OF SUBSTITUTE, LOSS OF DATA, OR ANY COMMERCIAL LOSSES, EVEN IF IT WAS KNOWN THAT EXPERIENCING THAT LOSS WAS A POSSIBILITY. SOME STATES PROHIBIT THE EXCLUSION OF LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LIMITATION OF IMPLIED WARRANTIES. IF USER IS LOCATED IN ONE OF THOSE STATES, THESE LIMITATIONS WILLNOT APPLY TO THE USER.
IF USERS ARE NOT COMFORTABLE WITH THIS LIMITATION OF WARRANTY AND LIABILITIES, THEY SHOULD REFRAIN FROM USING INSPIRA’S SERVICES.
Section 1542 of the California Civil Code
SECTION 1542 OF THE CALIFORNIA CIVIL CODE STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENTWITH THE DEBTOR.” IF THE USER IS A CALIFORNIA RESIDENT, THEY WAIVE THEIR RIGHTS TO SECTION 1542 OF THE CALIFORNIA CIVIL CODE.
By agreeing to these Terms, You agree to hold Inspira and its officers, employees, representatives, partners, suppliers, affiliates, and advertisers harmless and indemnify them against any and all claims, actions, losses, damages, demands, judgments, suits, litigation costs and attorney fees that might be caused due to: 1. Your breach of these Terms, 2. Your violating of any law, 3. Your use of Inspira Services. By agreeing to work with Us (and thereby agreeing to this indemnification clause), You agree that You will not settle any claim, or actual or perceived legal proceeding in which Inspira is or could have been indemnified unless such a settlement involves unconditional release of Inspira from any real or perceived liabilities that might arise from the claim or legal proceeding or has been formally agreed to in writing by an officer or authorized legal representative of Inspira.
Using Inspira Services Globally
Inspira’s Services are meant to be use din full compliance with local, national, and federal laws where the User is located. We make no claim about the fitness of use, legality, or availability of Inspira’s Services outside the United States of America. Inspira’s Services should never be used in violation of United States laws. It is up to the User to ensure they are complying with local, state, national, or federal laws in their jurisdiction.
Content on Other Platforms
Disputes and Arbitration
The Terms listed in this document will be governed by the laws of the state of California. The only exemption to this condition is when U.S. federal law preempts California state law.
By agreeing to these Terms, Users agree that any dispute arising between them and Inspira will be resolved informally or through a small claims court. Users and Inspira will make all attempts in good faith to try and resolve issues without any escalation, controversy, or dispute. However, if a matter cannot be resolved through these means, it will be resolved through binding arbitration. The only exception to this will be when Inspira or the User is seeking injunctive or other equitable relief in a court to resolve a dispute involving copyrights, trade secrets, trademarks, logos, or intellectual property rights.
Notice of Arbitration and Opt-Out Clause
By agreeing to these Terms, You agree that You will not initiate or participate in a class action lawsuit or class-wide arbitration against Inspira. Any controversy, disagreement, or dispute that arises between You and any representative of Inspira will be resolved through individual arbitration and shall be binding and final. By agreeing to these Terms, You explicitly agree that You do not have the right to trial by jury or the ability to act as a plaintiff or member of a class action lawsuit against Inspira.
Rules of Arbitration
The arbitration will be governed by the American Arbitration Association (“AAA”). AAA will arbitrate in accordance with Commercial Arbitration Rules (“AAA rules”). For more information about these rules, please visit the AAA website (www.adr.com) or call AAA at1-800-778-7879. A neutral arbitrator will arbitrate the matter, which will be governed by the Federal Arbitration Act.
Mechanics of Arbitration
The AAA’s rules will govern the mechanics of the arbitration process. A written notice must be provided to initiate it. The arbitration will solely focus on the matter being disputed and cannot be combined with anything else. It will be performed by a licensed practitioner who is a part of AAA’s list of approved arbitrators. The arbitrator will have the authority to arbitrate a part of or the entire dispute. Both parties involved in the dispute need to finalize who the arbitrator will be within seven days of delivery of the Demand of Arbitration (which needs to be submitted by the party initiating arbitration as per AAA guidelines). Failure to do will result in AAA appointing an arbitrator. The decision made by the arbitrator will be final and binding. The arbitrator will provide a written explanation of the decision, which will include details of the arbitration award and might include attorneys’ fees, cost of witnesses, and travel costs, all of which together constitute the cost of arbitration.
Location of Arbitration
If the arbitration claim is $10,000 or less, the proceeding will take place solely based on documents provided by both parties. Unless the arbitrator decides otherwise, neither party will be required to appear for an in-person meeting or telephonic hearing. If an in-person hearing is requested by the arbitrator, he or she will decide on a place for the hearing that is convenient to all parties involved. If the claim is greater than $10,000 the arbitrator will decide the most convenient path forward, which could include electronic exchange of information, a telephonic hearing, or an in-person hearing. Arbitration under this agreement shall beheld in the United States in San Francisco, California under California law without regard to its conflict of laws provisions. The decision around the most appropriate medium of information exchange shall always be governed by AAA rules and guidelines.
The AAA rules define what Your portion of the AAA administrative fee and arbitration fee will be. The remaining amount will be paid by Inspira. However, if the arbitrator finds Your claims to be frivolous (as measured in the standards set forth in the Federal Rule of Civil Procedure 11(b)), AAA rules will determine the fees that You need to pay.
Type of Sale and Applicable Regulatory Frameworks
The contract between You and Inspira is that of a sale of services and not goods. As such, regulatory frameworks such as The United Nations Contracts for the International Sale of Goods, Uniform Commercial Code or any legislation, which is materially similar to these does not apply to these Terms.
If You have any feedback on our Services or queries about these Terms, please email us at firstname.lastname@example.org. Although our response times will vary based on the number of queries we are currently processing at a given time, we will try our best to get back to You in a reasonable time frame.