Inlite Resesearch, Inc - Terms of Service

Terms of Service

BY USING THE SERVICES OR DOWNLOADING THE SOFTWARE OR SUBSCRIBING TO OR USING THE SERVICES OR MANIFESTING YOUR AGREEMENT TO THESE TERMS, YOU CONSENT TO BE LEGALLY BOUND BY ALL THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SOFTWARE OR SERVICES.

These Terms of Service (these "Terms") between you and INLITE Research, Inc. ("INLITE", "we" or "our") govern your access to, use of, and participation in INLITE's website, products, including but not limited to the Inlite Barcode Reader, BarcodeReaderCLI, ClearImage and services (collectively, the "Services"). These Terms do not change the terms or conditions of any other written agreement you may have with INLITE. If you are using the Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on the entity's behalf and that the entity agrees to be responsible to INLITE if you violate these Terms.

1. PRIVACY

Please see INLITE's Privacy Policy for information about how INLITE collects, uses, and discloses information about individuals who use the Services.

2. ACCOUNT

To access certain areas and features within the Services, you must create an account. You agree to (a) provide accurate, truthful, current, and complete information when creating an account; (b) maintain and promptly update your account information; (c) maintain the security of your account by not sharing your password or access key or other such access authorization with others and restricting access to your account and your computer; (d) promptly notify INLITE if you discover or otherwise suspect any security breaches related to the Services; and (e) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.

3. THE SERVICES

a. Overview of Services. The Services may include INLITE's web API, image processing, barcode recognition, MICR reading. The Services described under the "User-Hosted Services" paragraph are hosted on computers owned or controlled by the user and do not involve uploading images or files to INLITE websites.

b. User-Hosted Services. The Services INLITE offers via downloading of INLITE's product ("User-Hosted Services") enable you to use Services provided by INLITE on computers owned or controlled by the user by you without uploading the images or files to INLITE's Web Sites. To use the User-Hosted Services, you must accept the terms of the agreement associated with the product, download the product from INLITE Web Site, create or update your code to work with the product, make HTTPS access to the Internet available for the purpose of obtaining account authorization.

4. FEES AND PAYMENTS

Pricing for the Services is located at https://www.inliteresearch.com/services-pricing. The relevant payment provisions are set forth in INLITE's Payment Policy at https://www.inliteresearch.com/company/services-pricing.php#payment_policy/, which is incorporated herein by reference and governs the payment terms and your payment obligations for the Services. If the applicable fees are not paid within thirty (30) days following the payment due date, INLITE has the right to suspend the performance of the Services and seek all remedies available, and you agree to reimburse our reasonable expenses, including attorneys' and other fees incurred in collecting amounts due.

5. USER CONTENT

a. Intellectual Property of User. You retain all rights in images and other content that you upload or otherwise provide to INLITE through other channels, other than Feedback (as defined below) ("User Content").

b. License. You hereby grant INLITE a non-exclusive, revocable license to use the User Content, solely in the course of providing the Services and for its internal business purposes.

c. Acceptable Use. You will not (and will not allow or authorize any third party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwise provide to INLITE through other channels or upload through the Services any of the following without the express prior written consent of INLITE, any User Content that:

is unlawful, libelous, defamatory, obscene, pornographic, exploitive of children, or invasive of privacy or publicity right;
is false, misleading or deceptive, including to content that appears confusingly similar to any other product or application or misrepresents or falsely implies an association with another company;
would constitute, encourage, or provide instructions for a criminal offense, or violate any law or regulation;
in INLITE's reasonable judgment, may expose INLITE or others to harm or liability;
contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
may infringe the patent, trademark, trade secret, copyright, intellectual property, privacy, or other proprietary right of any party;
comprises or includes the private information of any third parties that you are not expressly authorized to disclose, including addresses, phone numbers, and payment card information;
includes viruses, corrupted data, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or other harmful, disruptive, or destructive files.

INLITE reserves the right, but does not have the obligation, to monitor User Content and to block access to any User Content that violates these Terms or that INLITE finds otherwise objectionable. You are solely responsible for creating backup copies of and replacing User Content at your sole cost and expense.

Additionally, if you provide personal information in seeking or receiving support or assistance from INLITE with respect to Services use or troubleshooting of a particular issue ("Support"), you agree to (i) explicitly identify that you are providing such personal information, and (ii) request removal/deletion of the same after Support has been concluded.

6. INLITE MATERIAL AND OWNERSHIP

a. Intellectual Property of INLITE. INLITE reserves all rights not expressly granted in these Terms. You acknowledge and agree that the INLITE Software and Services, including the specific design and structure of individual programs, components and aspects thereof, constitute the proprietary trade secrets and copyrighted material of INLITE, and that INLITE owns all rights, title and interest in and to the Services, the Software and all technology, information, trade secrets, patent rights, copyrights, know-how and documentation associated therewith as provided or otherwise made available by INLITE and used in the performance of the Services, and reserves all rights in and to in all information, materials, and content (including text, graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces, source and object code, format, queries, algorithms, and other content) that is not User Content, including all intellectual property rights and Derivative Works in all of the foregoing, on a worldwide basis (collectively, the "INLITE Technology"). The license granted to you is limited by these Terms and does not convey any other rights in the INLITE Technology, express or implied, nor does it grant any ownership in the INLITE Technology or any intellectual property rights therein or thereto. Any rights not expressly granted herein are reserved by INLITE. Except for the license expressly stated in these Terms, you are not granted any rights in or to the Services by implication, estoppel, or other legal theory, and all rights in and to the INLITE Technology not expressly granted in these Terms are hereby reserved and retained by INLITE.

b. Legends. You agree not to remove any copyright or proprietary legends in the INLITE Technology, and to implement reasonable security measures to protect our proprietary rights therein from unauthorized use or disclosure.

c. License. On the condition that you comply with these Terms, INLITE hereby grants you a non-exclusive, non-transferable, revocable license to access the Services (including any INLITE Technology therein) solely for the purpose of enabling you to use the Services in the manner permitted by these Terms. If INLITE, in its sole discretion, elects to provide any upgrade that replace or supplement the original Services, this license will govern any such upgrade unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.

d. Restrictions. You are solely responsible for your conduct (and the conduct of anyone who uses the Services on your behalf) with respect to the Services, which you use at your own risk. Except as expressly permitted in writing by INLITE, you will not do, and will not permit any third party to do, any of the following:

copy, adapt, hack, of reproduce the Services;
distribute the Services;
rent, lease, lend, sell, or sublicense the Services, unless you are an authorized INLITE Reseller, managed service provider or integrator or other business entity with express authority from INLITE to take such action;
modify, port, translate, or create derivative works of the Services unless you obtain in writing an express authority from INLITE to take such action;
remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Services;
decompile, reverse engineer, disassemble, attempt to derive the source code, underlying ideas, or algorithms of the Services or any part of the Services, except to the extent required by applicable law;
use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit INLITE's other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services;
stalk, intimidate, threaten, harass, or cause discomfort to other users of the Services;
impersonate or use the Services by misrepresenting your affiliation with a person or entity;
use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms;
infringe or violate the rights of INLITE or any third party.

If you violate (or are alleged to have violated) any of the foregoing restrictions, your license to use the Services will immediately and automatically terminate, and you may have infringed the rights of INLITE, which may subject you to prosecution and damages.

7. FEEDBACK

INLITE will own exclusive rights, including all intellectual property rights, to any feedback, suggestions, ideas, or other information or materials that you provide regarding INLITE or the Services, whether by email, providing through the Services, or otherwise making the same available to INLITE ("Feedback"). For the avoidance of doubt, Feedback does not include any User Content that you upload for the sole purpose of utilizing the Services. Any Feedback you submit is non-confidential and will become the sole property of INLITE. INLITE will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You waive any rights you may have to the Feedback (including any copyrights or moral rights). Do not send INLITE Feedback if you expect to be paid or want to continue to own or claim rights in your Feedback. INLITE also has the right to disclose your identity to any third party who is claiming that any content posted by you constitutes a violation of their intellectual property rights, or of their right to privacy. Further, you agree not to submit any Feedback that is defamatory, illegal, offensive, or otherwise violates any right of any third party, or breaches any agreement between you and any third party.

8. TRADEMARKS

INLITE's name, INLITE's trademarks, INLITE's logos, and any other INLITE product, service name, or slogan included in the Services are property of INLITE and may not be copied, imitated, or used (in whole or in part) without INLITE's prior written consent. The look and feel of the Services, including all custom graphics, button icons, and scripts constitute service marks, trademarks, or trade dress of INLITE and may not be copied, imitated, or used (in whole or in part) without INLITE's prior written consent. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Services ("Third Party Trademarks") are the property of their respective owners, and the use of such Third Party Trademarks inures to the benefit of each owner. The use of such Third Party Trademarks is intended to denote interoperability and does not constitute an affiliation by INLITE and its licensors with such company or an endorsement or approval by such company of INLITE or its licensors or their respective products or services.

9. COPYRIGHT POLICY

a. Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, INLITE has adopted a policy of terminating, in appropriate circumstances and at INLITE's discretion, users who are deemed to be repeat infringers. INLITE also may, at its discretion, limit access to the Services and terminate access of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

b. Copyright Complaints. If you believe that anything on the Services infringes upon any copyright that you own or control, you may file a notification with INLITE's Designated Agent as set forth below:

Designated Agent: General Counsel
Address of Designated Agent: 615 Templeton Ct., Sunnyvale, CA 94087 U.S.A.
Telephone Number of Designated Agent: 01-650-330-1000
Email Address of Designated Agent: generalcounsel@inliteresearch.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages, including costs and attorneys' fees, incurred by INLITE or the alleged infringer as the result of INLITE relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. INLITE does not guarantee that it will have the capability to remove infringing content in its entirety, including infringing content that has been stored in a viewer's cache, but may block the display of any infringing content.

10. CHANGES TO THE SERVICES

INLITE may review, improve, change, or discontinue (temporarily or permanently) the Services or any features, information, materials, or content on the Services. If INLITE makes a material change to the Services, INLITE will notify you in advance, via email or through other communications channels, and give you the opportunity to terminate your use of the Services.

11. SERVICES WARRANTY

INLITE warrants that we will use reasonable efforts to deliver and perform the Services in a good and workmanlike manner consistent with applicable industry standards and the functional requirements and technical specifications set forth in the applicable INLITE documentation.

12. SUSPENSION OR TERMINATION

INLITE may suspend or terminate your license to access or use the Services either immediately upon your breach of these Terms or for convenience with 30 days' advance notice. You can terminate your account with INLITE at any time. You will no longer be able to access or use the Services following your termination or suspension. However, termination before the minimum term will only result in refund if INLITE is in material breach of this Agreement and has not cured such breach. All payments or fees are due at the time of termination, with any applicable refunds and proration (if any) governed by the terms of INLITE's Payment Policy set forth at https://www.inliteresearch.com/company/services-pricing.php#payment_policy/. INLITE reserves the right, but does not undertake any duty, to take appropriate legal action including the pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services during suspension or after termination. INLITE may recover its reasonable attorneys' fees and court costs from you for such actions. These Terms will remain enforceable against you while your license to access or use the Services is suspended and after it is terminated. Except for the license granted to you to access and use the Services, all of the terms, conditions, and restrictions set forth in these Terms will survive termination of these Terms.

13. DISCLAIMERS AND LIMITATION OF LIABILITY.

a. Disclaimers. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 13 (SERVICE WARRANTY), INLITE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, THE SERVICES, THE INLITE MATERIAL, AND THIRD PARTY TRADEMARKS, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PURPOSE, NON-INFRINGEMENT AND CONDITION OF TITLE. IN THE CASE OF A BREACH OF WARRANTY BY INLITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE AT INLITE'S SOLE DISCRETION, FOR INLITE TO REPERFORM THE SERVICES OR ISSUE A PRO RATA REFUND.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INLITE DOES NOT WARRANT, AND DISCLAIMS ALL LIABILITY FOR (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY INLITE MATERIAL; (B) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES, ANY INLITE MATERIAL, OR ANY USER CONTENT; (C) THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY USER CONTENT AND OTHER COMMUNICATIONS MAINTAINED BY THE SERVICES; AND (D) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INLITE OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO, IF YOU USE OUR SERVICES FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES, SOME OR ALL OF THE DISCLAIMERS IN THIS SECTION MAY NOT APPLY TO YOU.

b. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INLITE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, THE INLITE MATERIAL, OR THIRD PARTY TRADEMARKS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), EVEN IF INLITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE, CUMULATIVE LIABILITY OF INLITE ARISING OUT OF OR RELATING TO THESE TERMS AND ALL ORDER FORMS EXCEED THE GREATER OF U.S. $100.00 OR THE AMOUNT YOU PAID INLITE IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THIS LIMITATION IS CUMULATIVE FOR ALL CLAIMS HOWSOEVER ARISING UNDER ALL AGREEMENTS AND ORDERING DOCUMENTS AND SHALL APPLY EVEN IF THE REMEDIES PROVIDED IN THIS AGREEMENT SHALL FAIL OF THEIR ESSENTIAL PURPOSE.

THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO ANY WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD OF INLITE. IN ADDITION, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

14. INDEMNIFICATION

You will defend, indemnify, and hold harmless INLITE and its investors, directors, officers, employees, agents, representatives, and assigns from and against any actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or related to (ii) your conduct, or the conduct of any third party you authorize to act on your behalf, with respect to the Services, including any User Content or Feedback you or such third party provides, or (ii) the violation (or alleged violation) of these Terms or the rights of any third party by you or any third party you authorize to act on your behalf with respect to the Services.

15. CONFIDENTIALITY

a. Neither Party shall disclose any Confidential Information of the other party or use such Confidential Information except as specifically permitted in performance of this Agreement. Each party agrees that at all times during the term hereof and thereafter it will not make use of, disseminate, or in any way disclose the other party's Confidential Information (including without limitation proprietary and/or confidential intellectual property, source code, object code, methods, processes, technical data, customer names or other information related to customers, products under development, trade secrets, ) to anyone, except as authorized by this Agreement and to the extent necessary for performance hereunder. For the avoidance of doubt, the INLITE Technology is INLITE's Confidential Information and the customer's Personal Data is customer's Confidential Information. "Personal Data" has the meaning in INLITE's Privacy Policy. The receiving party's confidentiality obligations with respect to the Confidential Information of the disclosing party shall not extend to information that: (a) is in the public domain at the time of its disclosure; (b) becomes part of the public domain through a source other than the receiving party (directly or indirectly); (c) is required to be disclosed pursuant to a court order or governmental authority; or (d) is disclosed to its employees and professional advisors, provided they agree to keep such information confidential. Each Party agrees that it will disclose Confidential Information only to those of its employees and contractors who need to know such information and who have previously agreed to be bound by the non-disclosure terms and conditions hereof. Each Party agrees that it will treat all Confidential Information of the other Party with the same degree of care as it accords its own Confidential Information, but in no event less than reasonable care. The obligations of the parties under this Section shall supersede all prior confidentiality agreements between the parties and shall survive the termination or expiration of this Agreement for a period of five (5) years, and thereafter with respect to the INLITE Technology and Personal Data.

b. Customer agrees that (i) you shall not provide Personal Data to INLITE; (ii) you will not send any logs to INLITE that contain Personal Data; and (iii) if you receive INLITE Software, you will isolate and secure the INLITE Software on your systems and network to prevent unauthorized access, use, disclosure and loss using at a minimum industry standard security practices and technologies and as otherwise required by applicable laws.

c. The parties shall comply with prevailing law as it pertains to Personal Data, including, without limitation and as may be applicable, the California Consumer Privacy Act of 2018 (Cal. Civ. Code § 1798.100 et seq.) (the "CCPA") and the General Data Protection Regulation (EU) 2016/679 ("GDPR").

16. VENUE; GOVERNING LAW

The state and federal courts located in Santa Clara County, California, will have exclusive jurisdiction over any suit in connection with the Services or these Terms that is not subject to arbitration, and you and INLITE hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts. These Terms and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws of the State of California without resort to its conflict of law provisions.

17. AMENDMENT

INLITE reserves the right to make changes or modifications to these Terms from time to time, in its sole discretion. If INLITE makes changes to these Terms, INLITE will provide you with notice of such changes, such as by sending you an email or by posting the amended Terms via the Services and updating the "Last Updated" date at the bottom of these Terms. All amended Terms will become effective immediately on the date they are posted to the Services unless INLITE states otherwise in its notice regarding the amended Terms. Any amended Terms will apply prospectively to use of the Services after such changes become effective. Your continued use of the Services following the effective date of such changes will constitute your acceptance of such changes. If you do not agree to any amended Terms, you must discontinue using the Services.

18. MISCELLANEOUS

These Terms contain the entire agreement, and supersede all prior and contemporaneous understandings between the parties regarding the Services. These Terms do not alter the terms or conditions of any other electronic or written agreement you may have with INLITE for the Services or for any other INLITE product or service or otherwise. In the event of any conflict between these Terms and any other agreement you may have with INLITE, the terms of that other agreement will control only if these Terms are specifically identified and declared to be overridden by such other agreement. Nothing in these Terms creates or can be construed to create an employer/employee, joint venture, or partnership relationship between you and INLITE. Except as otherwise expressly elsewhere in these Terms, there will be no third party beneficiaries to these Terms. INLITE's failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. If any provision of these Terms is or becomes unlawful, void, or otherwise unenforceable (including the warranty disclaimers and liability limitations set forth above), then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remaining provisions of these Terms will continue in full force and effect. INLITE will not be liable for any loss or damage arising from any event beyond INLITE's reasonable control, including, but not limited to, flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, pandemic, epidemic, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction. Headings of sections are for convenience only and will not be used to limit or construe such sections. As used in these Terms, "including" means "including (without limitation)." You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from INLITE. INLITE may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.

19. QUESTIONS

If you have any questions regarding the use of the Services, please email INLITE at sales@inliteresearch.com.

20. ACCEPTANCE

ATTENTION: BY DOWNLOADING THE SOFTWARE OR SUBSCRIBING TO OR USING THE SERVICES OR MANIFESTING YOUR AGREEMENT TO THESE TERMS, YOU ARE ACKNOWLEDGING YOUR AGREEMENT AND ACCEPTANCE OF THE TERMS, CONDITIONS, LIMITATIONS AND RESTRICTIONS SET FORTH ABOVE, WHICH WILL RESULT IN THE FORMATION OF A LEGAL, BINDING CONTRACT BETWEEN YOU AND INLITE. IF YOU DO NOT AGREE, DO NOT DOWNLOAD THE SOFTW

These Terms of Service were last updated November 20, 2022.