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Terms and Conditions

These Terms and Conditions (“Terms”) contain the legal terms and conditions between Insight LPR, LLC, a Delaware limited liability company (“Insight”), and you (“you,” “your,” or “Customer”), regarding your relationship with Insight. If you have executed an order form for specific Insight services either directly with Insight or indirectly through Insight’s Value-Added Reseller channel (“Order Form”), then the terms of such Order Form shall control to the extent any of them conflict with these Terms. Capitalized terms not defined herein shall have the meanings given to them in your respective Order Form, which is incorporated herein by reference. These Terms along with any Order Form entered into by and between you and Insight are collectively referred to herein as the “Agreement.” Any software and/or hardware solutions for automatic license plate detection provided by Insight through Insight’s technology platform are collectively referred to herein as the “Services,” and such Services may include Installation Services, Monitoring Services, and/or Website Services. Customer and Insight are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.”

Please read these Terms carefully. By entering into an Agreement with Insight, using the Services, using Hardware, and/or using the Website, you accept and agree to be bound and abide by these Terms and Insight’s Privacy Policy, found at https://insightlpr.com/privacy-policy/, which is incorporated herein by reference.

  • 1. Definitions. The following capitalized terms, not otherwise defined elsewhere in these Terms or the Order Form, shall have the following meanings:
    • (a) “Authorized End User” means any individual employees, agents, or contractors of Customer accessing or using the Services through the Website, under the rights granted to Customer pursuant to the Agreement.
    • (b) “Customer Data” means the data, media, and content provided by Customer to Insight. For the avoidance of doubt, the Customer Data includes the Footage and geolocation information and environmental data collected by sensors built into the Units.
    • (c) “Documentation” means text and/or graphical documentation, whether in electronic or printed format, which describes the features, functions, and operation of the Services and/or Hardware which is provided by Insight to Customer in accordance with the terms of the Agreement.
    • (d) “Effective Date” shall be the date designated as such in the Order Form.
    • (e) “Embedded Software” means the software and/or firmware embedded or preinstalled on the Hardware.
    • (f) “Footage” means still images and/or video recordings of vehicles captured by the Hardware in the course of and provided via the Services.
    • (g) “Hardware” means the cameras provided by Insight to Customer and any other physical elements that interact with the Embedded Software and the Website to provide the Services. The term “Hardware” excludes the Embedded Software.
    • (h) “Implementation Fee” means the fees associated with the Installation Services, as more specifically set forth herein and in the Order Form.
    • (i) “Insight IP” means: (i) Insight’s software application for automatic license plate detection, searching image records, and sharing Footage, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (ii) the Documentation; (iii) the Embedded Software, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (iv) Insight’s patents, trademarks, and copyrights; (v) Insight’s internet domain names, whether or not trademarks, all associated web addresses, URLs, websites and web pages, and all content and data thereon or relating thereto, whether or not copyrights; (vi) Insight’s trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tolls, methods, processes, techniques, and other confidential and proprietary information and all rights therein; and (vii) all of Insight’s other intellectual or industrial property and proprietary rights.
    • (j) “Installation Services” means the services provided by Insight regarding the installation, placement, and configuration of the Hardware.
    • (k) “Monitoring Services” means the monitoring by Insight of the performance and functionality of the Hardware, the Installation Services, and Website Services, and advice provided by Insight to Customer in connection therewith for the purpose of improving the performance or functionality of the Website Services and/or improving the quality of the Footage.
    • (l) “Non-Customer End User” means a customer of Insight other than Customer that has elected to give Customer access to its data in Insight’s system.
    • (m) “Non-Customer End User Data” means the Footage, geolocation data, environmental data, and/or Notifications of a Non-Customer End User.
    • (n) “Notifications” means notifications provided by Insight to Customer in connection with Website Services.
    • (o) “Unit” or “Units” means the Hardware together with the Embedded Software.
    • (p) “Usage Fee” means the subscription fees to be paid by Customer for ongoing access to Services and/or Hardware, as more specifically set forth herein and in the Order Form.
    • (q) “Website” means Insight’s website(s) and/or application(s) through which Customer and Authorized End Users can access the Services in accordance with the terms of the Agreement.
    • (r) “Website Services” means the provision, via Insight’s website, of Insight’s software application for automatic license plate detection, searching image records, and sharing Footage.
  • 2. Services and Support.
    • (a) Provision of Access. Subject to the terms of the Agreement, Insight hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Website Services via the Website during the term of the Agreement, solely for the Authorized End Users. The Footage will be available for Customer’s designated administrator, listed on the Order Form, and any Authorized End Users to access via the Website. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Insight will also provide Customer the Documentation to be used in accessing and using the Website. Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Customer, would constitute a breach of the Agreement, shall be deemed a breach of the Agreement by Customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of the Agreement as applicable to such Authorized End User’s use of the Website Services and shall cause Authorized End Users to comply with such provisions. Insight may use the services of one or more third parties to deliver any part of the Services, including, without limitation, using a third party to host the Website which Insight makes available to Customer and Authorized End Users. Insight will pass through any warranties that Insight receives from its then current third-party service provider to the extent that such warranties can be provided to Customer. SUCH WARRANTIES, AS PROVIDED AS HONORED BY SUCH THIRD PARTIES, ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND INSIGHT’S SOLE AND EXCLUSIVE LIABILITY WITH REGARD TO SUCH THIRD-PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, HOSTING THE WEBSITE. Customer agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Customer from time to time.
    • (b) Embedded Software License. Subject to all terms of the Agreement, Insight grants Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as installed on or linked by a cloud-based interface to the Hardware by Insight; in each case, solely as necessary for Customer to use the Services.
    • (c) Documentation License. Subject to the terms of the Agreement, Insight hereby grants to Customer a non-exclusive, non-transferable right and license to use the Documentation during the term of the Agreement for Customer’s internal purposes in connection with its use of the Services.
    • (d) Usage Restrictions. The equipment, Services, support, and Insight IP may only be used for legitimate and lawful purposes related to investigative, security, operational, or analytical activities conducted by authorized entities (“Permitted Purpose”). Customer will not, and will not permit any Authorized End Users to: (i) copy or duplicate any of the Insight IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Insight IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Insight IP, or attempt to do any of the foregoing, and Customer acknowledges that nothing in the Agreement will be construed to grant Customer any right to obtain or use such source code; (iii) modify, alter, tamper with, or repair any of the Insight IP, or create any derivative product from any of the foregoing, or attempt to do any of the foregoing, except with the prior written consent of Insight; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Insight IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within any of the Insight IP; (vii) use the Services or Hardware for timesharing or service bureau purposes or otherwise for the benefit of a third party or any purpose other than the Permitted Purpose; (viii) use the Services or Hardware, support, equipment, and the Insight IP for anything other than the Permitted Purpose; or (ix) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber, Customer’s rights under Sections 2(a) – (c).
    • (e) Retained Rights; Ownership. As between the Parties, subject to the rights granted in the Agreement, Insight and its licensors retain all right, title, and interest in and to the Hardware, the Insight IP and their respective components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by the Agreement. Customer further acknowledges that Insight retains the right to use the foregoing for any purpose in its sole discretion. There are no implied rights.
    • (f) Suspension. Notwithstanding anything to the contrary in the Agreement, Insight may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Insight IP if Insight reasonably determines that: (i) there is a threat or attack on any of the Insight IP; (ii) Customer’s or any Authorized End User’s use of the Services or Hardware disrupts or poses a security risk to the Services or any other customer or vendor of Insight; (iii) Customer or any Authorized End User is/are using the Insight IP for fraudulent or illegal activities; (iv) Insight’s provision of the Services and Hardware to Customer or any Authorized End User is prohibited by applicable law; (v) any vendor of Insight has suspended or terminated Insight’s access to or use of any third party services or products required to enable Customer to access the Insight IP; or (vi) Customer has violated any term of the Agreement, including, but not limited to, utilizing the Services or Hardware for anything other than the Permitted Purpose (each such suspension, in accordance with this Section 2(f), a “Service Suspension”). Insight will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to Customer (including notices sent to Insight’s registered e-mail address) and to provide updates regarding resumption of access to the Insight IP following any Service Suspension. Insight will use commercially reasonable efforts to resume providing access to the Services and Hardware as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Insight will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Customer or any Authorized End User may incur as a result of a Service Suspension.
    • (g) Installation Services.
      • (i) Designated Locations. Prior to performing the physical installation of the Units, Insight shall advise Customer on the location and positioning of the Units for optimal license plate image capture, as conditions and location allow. Insight and Customer must mutually agree on the location (mounting site or pole), position and angle of the Units (the “Deployment Plan”), with each Unit location so designated being a “Designated Location.” Insight shall have no liability to Customer resulting from any poor performance, functionality or Footage resulting from or otherwise relating to the Designated Locations or delay in installation due to Customer’s delay in identifying the choices for the Designated Locations, in ordering and/or having a Designated Location ready for installation, including having all electrical work preinstalled and permits ready. After a Deployment Plan with Designated Locations and equipment has been agreed upon by both Insight and the Customer, any subsequent changes to the Deployment Plan (“Reinstalls”) driven by Customer’s request will incur a charge for Insight’s then-current list price for Reinstalls, as listed in the Reinstall Policy as set forth in the Order Form. These changes include, but are not limited to, camera re-positioning, adjusting of camera mounting, re-angling, removing foliage, camera replacement, or changes to heights of poles, regardless of whether the need for Reinstalls related to vandalism, weather, theft, lack of criminal activity in view, and the like.
      • (ii) Customer Installation Obligations. Customer agrees to allow Insight and its agents reasonable access in and near the Designated Locations at all reasonable times upon reasonable notice for the purpose of performing the installation work. “Customer’s Installation Obligations” include, to the extent required by the Deployment Plan, but are not limited to, electrical work to provide a reliable source of 120V AC power that follow Insight guidelines and comply with local regulations if adequate solar exposure is not available. Customer is solely responsible for: (A) any permits or associated costs and managing the permitting process; (B) any federal, state, or local taxes including property, license, privilege, sales, use, excise, gross receipts, or other similar taxes which may now or hereafter become applicable to, measured by or imposed upon or with respect to the installation of the Hardware and its use; or (C) any other services performed in connection with installation of the Hardware. Any fees payable to Insight exclude the foregoing. Without being obligated or taking any responsibility for the foregoing, Insight may pay and invoice related costs to Customer if Customer did not address them or a third party requires Insight to pay. Customer represents and warrants that it has all necessary right, title, and authority and hereby authorizes Insight to install the Hardware at the Designated Locations and to make any necessary inspections or tests in connection with such installation.
      • (iii) Insight’s Installation Obligations. Any Hardware shall be installed in a workmanlike manner in accordance with Insight’s standard installation procedures, and the installation will be completed within a reasonable time from the time that the Designated Locations are selected by Customer. Following the initial installation of the Hardware and any subsequent Reinstalls or maintenance operations, Insight’s obligation to perform installation work shall cease; however, Insight will continue to monitor the performance of the Units and receive access to the Footage after the initial installation in order to monitor performance and provide any necessary maintenance solely as a measure of quality control. Customer can opt out of Insight’s access in the preceding sentence, which would waive Insight’s responsibility to ensure such action was successful. Labor may be provided by Insight or a third party.
    • (h) Hazardous Conditions. Unless otherwise stated in the Agreement, Insight’s price for the Services under the Agreement does not contemplate work in any areas that contain hazardous materials, or other hazardous conditions, including, without limit, asbestos. In the event any such hazardous materials are discovered in a Designated Location in which Insight is to provide the Services and Hardware, Insight shall have the right to cease work immediately in the area affected until such materials are removed or rendered harmless. Any additional expenses incurred by Insight as a result of the discovery or presence of hazardous material or hazardous conditions shall be the responsibility of Customer and shall be paid promptly upon billing.
    • (i) Monitoring Services. Subject to the payment of fees, Insight shall provide Monitoring Services. The work, its timing, and the fees payable relating to such Monitoring Services shall be agreed by the Parties prior to any alterations to or changes of the services or the Designated Locations.
    • (j) Support Services. Subject to the terms hereof, Insight will provide Customer with reasonable technical and on-site support and maintenance services in-person or by e-mail at support@insightlpr.com. Insight will use commercially reasonable efforts to respond to requests for support.
    • (k) Hardware Upgrades; Proprietary Markings. As technology evolves, Insight reserves the right to replace or upgrade the Hardware at its discretion from time to time. Any such upgraded equipment will be deemed Hardware provide under the terms of the Agreement. Customer shall not alter, remove, or hide any notices affixed to the Hardware, nor shall Customer permit any other person or entity to do so.
    • (l) Special Terms. From time to time, Insight may offer certain “Special Terms” related to guarantees, service, and support which are indicated in the proposal and/or on the Order Form and will become part of the Agreement. To the extent that any terms of the Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.
    • (m) Changes to Platform. Insight may, in its sole discretion, make any changes to any system or platform that it deems necessary or useful to (i) maintain or enhance (A) the quality or delivery of the Services, (B) the competitive strength of, or market for, the Services, (C) such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law.
  • 3. Term and Termination. The term of the Agreement begins on the Effective Date stated on the Order Form and continues thereafter for the time period stated on the Order Form. Insight may also terminate the Agreement immediately upon the first to occur of: (i) Customer’s breach of any terms hereof or any license for third-party software; (ii) Customer’s use of the Services that is prohibited by law or is disruptive to, adversely impacts, or causes a malfunction of the Services, Insight’s network, or Insight’s systems; or (iii) Insight receives an order from a court or a regulatory authority to cease the provision of the Services to Customer. Upon termination of the Agreement, Insight immediately will cease providing the Services to Customer, all licenses provided by Insight will terminate, and all Hardware made available to Customer will be returned promptly to Insight, whether such delivery is made by Customer or by Insight repossessing such Hardware, as determined by Insight.
  • 4. Customer Restrictions and Responsibilities.
    • (a) Customer Obligations. Customer agrees to provide Insight with accurate, complete, and updated registration information. Customer may not select as its User ID a name that Customer does not have the right to use, or another person’s name with the intent to impersonate that person. Customer may not transfer its account to anyone else without prior written permission of Insight, which consent may be withheld, conditioned, or denied at the sole discretion of Insight. Customer will not share its account or password with anyone, and must protect the security of its account and password. Customer is responsible for any activity associated with its account. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services. Customer will, at its own expense, provide assistance to Insight, including, but not limited to, by means of access to, and use of, Customer facilities, as well as by means of assistance from Customer personnel, to the limited extent any of the foregoing may be reasonably necessary to enable Insight to perform its obligations under the Agreement.
    • (b) Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer will use the Services and Hardware only in compliance with the Agreement and all applicable laws and regulations, including, but not limited to, any laws relating to the use, recording, or sharing of license plate data or video, photo, or audio content and retention thereof. Customer hereby agrees to indemnify and hold harmless Insight against any damages, losses, liabilities, settlements and expenses, including, without limitation, costs and attorneys’ fees, in connection with any claim or action that arises from an alleged violation of the foregoing, Customer’s Installation Obligations, or otherwise from Customer’s use of the Services, Hardware and any software, including any claim that such actions violate any applicable law or third party right. Although Insight has no obligation to monitor Customer’s use of the Services and Hardware, Insight may do so and may prohibit any use of the Services and Hardware it believes may be (or alleged to be) in violation of the foregoing.
  • 5. Confidentiality; Customer Data; Non-Customer Data.
    • (a) Confidentiality.
      • (i) Each Party (“Receiving Party”) understands that the other Party (“Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Insight is non-public information including, but not limited to, features, functionality, designs, user interfaces, trade secrets, intellectual property, business plans, marketing plans, works of authorship, hardware, customer lists, and requirements, and performance of the Services and the Hardware. Customer’s Proprietary Information includes non-public Customer Data, Non-Customer End User Data, and data provided by Customer or a Non-Customer End User to Insight or collected by Insight via the Unit, including the Footage, to enable the provision of the Services. Except with respect to Insight’s ability to share data collected via a Unit (including the Footage) as provided in Section 5(a) (iii) and Section 5(d) (Aggregated Data), the Receiving Party shall not disclose, use, transmit, inform or make available to any entity, person, or body any of the Proprietary Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Proprietary Information and the parties’ respective rights therein, at all times in exercising at least a reasonable level of care. Each Party agrees to restrict access to the Proprietary Information of the other Party to those employees or agents who require access in order to perform hereunder.
      • (ii) The Receiving Party agrees: (A) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Receiving Party takes with its own proprietary information, but in no event will a Party apply less than reasonable precautions to protect such Proprietary Information, and (B) not to use (except in providing the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Insight’s use of the Proprietary Information may include processing the Proprietary Information to send Customer Notifications or alerts, such as when a car exits Customer’s neighborhood, or to analyze the data collected to identify motion or other events. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (A) is or becomes generally available to the public, (B) was in its possession or known by Receiving Party prior to receipt from the Disclosing Party, (C) was rightfully disclosed to Receiving Party without restriction by a third party, or (D) was independently developed without use of any Proprietary Information of the Disclosing Party.
      • (iii) Nothing in the Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any subpoena, summons, judicial order, or other judicial or governmental process, provided the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to obtain a protective order or otherwise oppose the disclosure. For clarity, Insight may access, use, preserve and/or disclose the Footage to government officials and/or third parties, if legally required to do so or if Insight has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to: (A) comply with a legal process or request; (B) enforce the Agreement, including investigation of any potential violation thereof; (C) detect, prevent, or otherwise address security, fraud, or technical issues; or (D) protect the rights, property, or safety of Insight, its users, a third party, or the public as required or permitted by law, including responding to an emergency situation. Additionally, nothing in the Agreement will prevent Insight from sharing the data collected via a Unit (including the Footage) with any law enforcement agency that subscribes to Insight’s platform unless opted out by Customer via the Website.
    • (b) Customer and Non-Customer End User Data. As between Insight and Customer and Insight and any Non-Customer End User, all right, title, and interest in the Customer Data and Non-Customer End User Data belongs to and is retained solely by Customer and such Non-Customer End User, respectively. Each Customer and each Non-Customer End User hereby grants to Insight a limited, non-exclusive, royalty-free, worldwide license to use the Customer Data and Non-Customer End User Data and perform all acts with respect to the Customer Data and Non-Customer End User Data as may be necessary for Insight to provide the Services, including, without limitation, the support services set forth in the Agreement, and a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid license to use, reproduce, modify, and distribute the Customer Data and Non-Customer End User Data as a part of the Aggregated Data (as defined in Section 5(d)). As between Insight and Customer and Insight and any Non-Customer End User, Customer and Non-Customer End User are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and Non-Customer End User Data. As between Customer and Non-Customer End Users that have prescribed access of Footage to Customer, each of Customer and Non-Customer End User will share all right, title, and interest in the Non-Customer End User Data. The Agreement does not by itself make any Non-Customer End User Data the sole property or the Proprietary Information of Customer.
    • (c) Feedback. If Customer provides any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the subject matter of the Agreement, Customer hereby assigns (and will cause Customer’s agents and representatives to assign) to Insight all right, title, and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.
    • (d) Aggregated Data. Notwithstanding anything in the Agreement to the contrary, Insight shall have the right to collect and analyze data that does not refer to or identify Customer or any individuals or de-identifies such data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom). Customer and each Non-Customer End User acknowledges that Insight will compile anonymized and/or aggregated data based on Customer Data and Non-Customer End User Data input into the Services (the “Aggregated Data”). Customer and each Non-Customer End User hereby grants Insight a non-exclusive, worldwide, perpetual, royalty-free right and license (during and after the term of the Agreement) to (i) use and distribute such Aggregated Data to improve and enhance the Services and for other marketing, development, diagnostic and corrective purposes, other Insight offerings, and crime prevention efforts, and (ii) disclose the Customer Data and Non-Customer End User Data (both inclusive of any Footage) to enable law enforcement monitoring against law enforcement hotlists as well as provide Footage search access to law enforcement for investigative purposes only, without Customer’s further approval unless opted out by Customer via the Website. No rights or licenses are granted except as expressly set forth herein.
    • (e) Transparency Laws. In the event that Customer is a public entity, Insight understands and acknowledges that Customer is subject to state and federal transparency laws, including freedom of information and open meetings acts. Notwithstanding anything to the contrary within the Agreement, nothing herein shall prohibit Customer from complying with, or render it liable for, complying with transparency laws.
  • 6. Payment of Fees.
    • (a) Fees. If applicable, Customer will pay Insight the first Usage Fee, the Implementation Fee, and any fee for Hardware (together the “Initial Fees”) on or before the thirtieth (30th) day following the Effective Date. Customer shall pay the ongoing Usage Fees, with such Usage Fees due and payable thirty (30) days in advance of each payment period. All payments will be made by either ACH, check, or credit card.
    • (b) Changes to Fees. Insight reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Initial Term or any Renewal Term, upon sixty (60) days’ written notice prior to the end of such Initial Term or Renewal Term (as applicable) to Customer (which may be sent by e-mail). If Customer believes that Insight has billed Customer incorrectly, Customer must contact Insight no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Insight’s customer support department. Customer acknowledges and agrees that a failure to contact Insight within this sixty (60) day period will serve as a waiver of any claim Customer may have had as a result of such billing error.
    • (c) Invoicing; Late Fees; Taxes. Insight may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Insight thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of one and one-half percent (1.5%) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of the Services and use of the Hardware. Customer shall be responsible for all taxes associated with the Services and use of the Hardware, other than U.S. taxes based on Insight’s net income.
  • 7. Remedy; Warranty; Disclaimer.
    • (a) Remedy. Upon a malfunction or failure of Hardware or Embedded Software (a “Defect”), Customer must first make commercially reasonable efforts to address the problem by contacting Insight’s technical support. If such efforts do not correct the Defect, Insight shall, or shall instruct one of its contractors to, in its sole discretion, repair or replace the Hardware or Embedded Software suffering from the Defect. Customer shall not be required to replace subsequently damaged or stolen Units; however, Customer understands and agrees that functionality, including Footage, will be materially affected due to such subsequently damaged or stolen Units and that Insight will have no liability to Customer regarding such affected functionality nor shall the Fees owed be impacted.
    • (b) Exclusions. Insight will not provide the remedy described in Section 7(a) if any of the following exclusions apply: (i) misuse of the Hardware or Embedded Software in any manner, including operation of the Hardware or Embedded Software in any way that does not strictly comply with any applicable specifications, documentation, or other restrictions on use provided by Insight; (ii) damage, alteration, or modification of the Hardware or Embedded Software in any way; or (iii) combination of the Hardware or Embedded Software with software, hardware or other technology that was not expressly authorized in writing by Insight.
    • (c) Warranty. Insight provides a one-year manufacturer’s warranty and shall use reasonable efforts consistent with prevailing industry standards to maintain the Services and Hardware in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Insight or by third-party providers, or because of other causes beyond Insight’s reasonable control. Insight shall make reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption of Services. Failure to provide notice shall not give rise to any liability or reimbursement of any fees hereunder.
    • (d) Disclaimer. THE REMEDY DESCRIBED IN SECTION 7(a) IS CUSTOMER’S SOLE REMEDY, AND INSIGHT’S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE HARDWARE AND/OR EMBEDDED SOFTWARE. INSIGHT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7(d), THE SERVICES AND INSTALLATION SERVICES ARE PROVIDED “AS IS” AND INSIGHT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE DISCLAIMER IN THIS SECTION 7(d) ONLY APPLIES TO THE EXTENT ALLOWED BY THE LAWS OF THE STATE OF DELAWARE.
    • (e) Insurance. Each of Customer and Insight will maintain commercial general liability policies with policy limits reasonably commensurate with the magnitude of their business risk. Certificates of Insurance will be provided upon request.
    • (f) Force Majeure. Insight is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized End User.
  • 8. Limitation of Liability; Indemnity.
    • (a) Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, INSIGHT AND ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, ALL HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (i) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR CORRUPTION OF DATA OR FOOTAGE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (ii) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (iii) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE IN GOOD FAITH; (iv) FOR CRIME PREVENTION; OR (v) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO INSIGHT FOR THE SERVICES (INCLUDING, WITHOUT LIMITATION, THE HARDWARE) UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT INSIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT OF AN EMERGENCY, CUSTOMER SHOULD CONTACT 911 AND SHOULD NOT RELY ON THE SERVICES. THE LIMITATION OF LIABILITY IN THIS SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY THE LAWS OF THE STATE OF DELAWARE.
    • (b) Responsibility. Each Party shall assume the responsibility and liability for the acts and omissions of its own employees, deputies, officers, or agents, in connection with the performance of their official duties under the Agreement. Customer will not pursue any claims or actions against Insight’s suppliers.
    • (c) Indemnity. Customer hereby agrees to indemnify and hold harmless Insight against any damages, losses, liabilities, settlements, and expenses (including, without limitation, costs and attorneys’ fees) in connection with any claim or action that arises from or is related to an alleged violation of any representations and warranties made by Customer, a breach of the Agreement, Customer’s Installation Obligations, Customer’s sharing of any data regarding the Services, Insight employees or Non-Customer End Users, or otherwise from Customer’s use of the Services, Hardware, and any software, and Customer’s use of the Website, including any claim that such actions violate any applicable law or third party right. Although Insight has no obligation to monitor Customer’s use of the Services, Insight may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of Customer’s representations and warranties or any other provision of the Agreement.
  • 9. Modification of Terms. These Terms may be modified from time to time by Insight in Insight’s sole discretion. All changes are effective immediately when Insight posts them to the Website. Customer’s continued relationship with Insight and/or use of the Website or Services following the posting of revised Terms means that Customer accepts and agrees to the changes. Customer is expected to check the Website so Customer is aware of any changes, as they are binding on Customer.
  • 10. The Website.
    • (a) Legal Capacity to Use Website. The Website is offered and available to users who are eighteen (18) years of age or older and reside in the United States. By using the Website, Customer represents and warrants that it and its Authorized End Users are of legal age and capacity to form a binding contract with Insight and meet all the foregoing eligibility requirements. If Customer does not meet all these requirements, Customer must not access or use the Website.
    • (b) Accessing the Website.
      • (i) Insight reserves the right to withdraw or amend the Website, and any service or material Insight provides via the Website, in Insight’s sole discretion without notice. Insight will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, Insight may restrict access to some parts of the Website, or the entire Website, to Customer and other users.
      • (ii) Customer is responsible for: (A) making all arrangements necessary for Customer to have access to the Website; and (B) ensuring that all persons who access the Website through Customer’s internet connection are aware of these Terms and comply with them.
      • (iii) To access the Website or some of the resources it offers, Customer may be asked to provide certain registration details or other information. It is a condition of Customer’s use of the Website that all the information Customer provides on the Website is correct, current, and complete. Customer agrees that all information Customer provides to the Website, including, but not limited to, through the use of any interactive features on the Website, is governed by Insight’s Privacy Policy, and Customer and its Authorized End Users consent to all actions Insight takes with respect to Customer’s information consistent with Insight’s Privacy Policy.
    • (c) Reliance on Information Posted.
      • (i) The information presented on or through the Website is made available solely for general information purposes. Insight does not warrant the accuracy, completeness, or usefulness of this information. Any reliance Customer places on such information is strictly at Customer’s own risk. Insight disclaims all liability and responsibility arising from any reliance placed on such materials by Customer or any other visitor to the Website, or by anyone who may be informed of any of its contents.
      • (ii) The Website may include content provided by third parties, including materials provided by third-party licensors. All statements and/or opinions expressed in these materials, other than the content provided by Insight, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Insight. Insight is not responsible, or liable to Customer or any third party, for the content or accuracy of any materials provided by any third parties.
    • (d) Changes to Website. Insight may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out-of-date at any given time, and Insight is under no obligation to update such material.
    • (e) Information About Customer and Customer’s Visits to the Website. All information Insight collects on the Website is subject to the Privacy Policy. By using the Website, Customer consents to all actions taken by Insight with respect to Customer’s information in compliance with the Privacy Policy.
    • (f) Links from the Website. If the Website contains links to other sites and resources provided by third parties, these links are provided for Customer’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Insight has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from Customer’s use of them. If Customer decides to access any of the third-party websites linked to the Website, Customer does so entirely at Customer’s own risk and subject to the terms and conditions of use for such websites.
    • (g) Geographic Restrictions. The owner of the Website is based in the United States. Insight provides the Website for use only by persons located in the United States. Insight makes no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If Customer accesses the Website from outside the United States, Customer does so on Customer’s own initiative and are responsible for compliance with local laws.
    • (h) Disclaimer of Warranties.
      • (i) Customer understands that Insight cannot and does not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. Customer is responsible for implementing sufficient procedures and checkpoints to satisfy Customer’s particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining an external means to the Website for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, INSIGHT WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT CUSTOMER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO CUSTOMER’S USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO CUSTOMER’S DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
      • (ii) CUSTOMER’S USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT CUSTOMER’S OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER INSIGHT NOR ANY PERSON ASSOCIATED WITH INSIGHT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER INSIGHT NOR ANYONE ASSOCIATED WITH INSIGHT REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET CUSTOMER’S NEEDS OR EXPECTATIONS.
      • (iii) TO THE FULLEST EXTENT PROVIDED BY LAW, INSIGHT HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
      • (iv) THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
  • 11. Governing Law and Jurisdiction. All matters relating to the Website and the Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. To the extent that the arbitration language below does not apply, the federal and state courts sitting in Chicago, Illinois, will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of the Agreement. The parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from the Agreement. Any dispute arising out of, in connection with, or in relation to the Agreement or the making of validity thereof or its interpretation or any breach thereof shall be determined and settled by arbitration in Chicago, Illinois, by a sole arbitrator pursuant to the rules and regulations of the American Arbitration Association and any award rendered therein shall be final and conclusive upon the Parties, and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The service of any notice, process, motion or other document in connection with an arbitration award under the Agreement or for the enforcement of an arbitration award hereunder may be effectuated by either personal service or by certified or registered mail to the respective addresses provided herein.
  • 12. Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OR THE WEBSITE MUST BE COMMENCED WITHIN ONE ( 1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  • 13. Waiver and Severability. No waiver by Insight of any term or condition set out in the Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Insight to assert a right or provision under the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
  • 14. Entire Agreement. The Agreement, together with the Order Form (s), the then-current Reinstall Policy, the Deployment Plan (s), and the Privacy Policy are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of the Agreement, and any such conflicting terms are expressly rejected.
  • 15. Assignment. The Agreement is not assignable, transferable, or sublicensable by Customer except with Insight’s prior written consent. Insight may transfer and assign any of its rights and obligations, in whole or in part, under the Agreement without consent.
  • 16. Relationship. No agency, partnership, joint venture, or employment is created as a result of the Agreement, and Customer does not have any authority of any kind to bind Insight in any respect whatsoever.
  • 17. Costs and Attorneys’ Fees. In any action or proceeding to enforce rights under the Agreement, the prevailing Party will be entitled to recover costs and reasonable attorneys’ fees.
  • 18. Waiver of Jury Trial. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY KNOWINGLY, INTENTIONALLY, IRREVOCABLY, UNCONDITIONALLY, AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES, AND FOREVER FOREGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THE AGREEMENT OR ANY CONDUCT, ACT, OR OMISSION OF THE PARTIES, OR ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH THE PARTIES, IN EACH OF THE FOREGOING CASES, REGARDLESS OF WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.
  • 19. Publicity. Insight has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services provided hereunder in each case in business development and marketing efforts, including, without limitation, on the Website.
  • 20. Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.
  • 21. Export. Customer may not remove or export from the United States or allow the export or re-export of the Insight IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Services, the Hardware, the Embedded Software, and Documentation are “commercial components,” “commercial computer software,” “commercial products,” and/or “commercial products” items and according to DFARS section 252.227-7014 (a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFARS section 22 7.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the Agreement and will be prohibited except to the extent expressly permitted by the terms of the Agreement.
  • 22. Feedback. The Website is operated by Insight LPR, LLC, which is located at 1014 MS-471, Brandon, Mississippi 39042. All feedback, comments, requests for technical support, and other communications relating to the Website should be directed via e-mail to support@insightlpr.com, or via mail at 1014 MS-471, Brandon, Mississippi 39042.