These INSI Terms of Service (“Terms”) apply to your access to and use of the INSI service, including the assessment tool accessible at https://insi.crstrategypartners.com/ (or any successor links) (collectively, the “INSI Services”) provided by C\R Strategy Partners (“C\R” or “we”). 

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You are subject to these Terms even if you do not pay for the INSI Services directly (e.g.,  you have been invited to take a courtesy assessment or a company you are associated with gives you access to the INSI Services). You may not use or access the INSI Services if you are a direct competitor of C\R or if you are accessing or using any of the INSI Services for the benefit of a direct competitor of C\R. 

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We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through the INSI Services, or updating the date at the top of these Terms.  Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of the INSI Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using the INSI Services.

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1. ELIGIBILITY AND USE RESTRICTIONS.  

(a) If you use the INSI Services on behalf of another person or entity, (i) all references to “you” throughout these Terms (other than in this Section 2(a)) will include that person or entity, (ii) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (iii) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us. 

(b) Unless you are receiving a courtesy assessment, the INSI Services are provided to you only for your internal business use (including use by your employer or another entity that has contracted with C\R for your use of the INSI Services) and not for the benefit or use of any third party. 

(c) The INSI Services have been developed for use in the United States.  Use of the INSI Services outside of the United States is at your own risk. 

 

2. YOUR INFORMATION.  

(a) You may provide certain information to C\R in connection with your access or use of the INSI Services, or we may otherwise collect certain information about you when you access or use the INSI Services.  You hereby grant C\R a world-wide, royalty free, transferable, sublicensable license to use, reproduce, disclose, display, and create derivative works of information you provide to us (i) for the sole purpose of performing C\R’s obligations and exercising its rights under these Terms and (ii) to improve and support the INSI Services.  

 

(b) You agree to receive emails and other types of communication from C\R via the INSI Services using the email address or other contact information you provide in connection with the INSI Services.  You represent and warrant that any information that you provide to C\R in connection with the INSI Services is accurate.  

 

3. ACCOUNTS.

You may be required to create an account to use the INSI Services. You will not share or permit others to use your account credentials (if any). You will provide accurate account information and promptly update this information if it changes. You will maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission.  

 

4. OWNERSHIP AND FEEDBACK.    

(a) As between C\R and you, C\R owns all right, title and interest in the C\R Expert Frameworks (as defined below) and including but not limited to C\R’s proprietary methodology, frameworks, C\R’s “Innovation Operating Principles (IOP)” and supporting materials known as “Innovation Navigation Styles Inventory” or the Aligned Innovation Framework. All output and reports provided to you in connection with the INSI Services will be owned by C\R.  C\R grants you a personal, worldwide, non-exclusive, non-transferrable, non-sublicensable, limited right to use any output and reports specifically created by the INSI Services for you, excluding any C\R Expert Frameworks incorporated therein.   All rights not granted by C\R under this Agreement are reserved. You acknowledge that C\R provides INSI Services to other customers and agrees that nothing in these Terms will be deemed or construed to prevent C\R from offering, providing or using any INSI Services or carrying on such business with such other customers.  “C\R Expert Frameworks” means (i) C\R’s know-how, proprietary tools and data, trade secrets and other technologies including without limitation the INSI Services, C\R’s proprietary methodology, framework and supporting materials known as “Innovation Navigation Styles Inventory”, “Innovation Operating Principles (IOP)”, the Aligned Innovation Framework and documentation, (ii) all improvements, modifications and derivative works of the foregoing, and (iii) intellectual property rights in the foregoing.

(b) You hereby grant C\R a world-wide, royalty free, perpetual, irrevocable, transferable, sublicensable license to fully practice and exploit any recommendations or ideas for improvements or enhancements to the INSI Services and to authorize others to practice and exploit such rights. All rights not expressly granted to you in these Terms are hereby expressly reserved and retained by C\R and its licensors.  

(c) C\R may develop, modify, improve, support, customize, and operate its products and INSI Services based on information that C\R collects on interactions with the INSI Services. Such information does not include any information provided to C\R in connection with your access or use of our Services.

 

5. PROHIBITED CONDUCT AND SUSPENSION.

(a) You will not (and you will not permit any person or third party to): (i) make the INSI Services available to any third party (via, a services arrangement, service bureau, lease, sale, resale, or otherwise); (ii) reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering and, in which instance, you will provide notice to C\R so that C\R can respond and assist with such request), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, frameworks, methods, ideas or algorithms of the INSI Services, documentation or data related to the INSI Services; (iii) modify, translate, or create derivative works based on the INSI Services; (iv) circumvent any usage or access limits on the use of the INSI Services; (v) damage, disable, overburden, impair, or disrupt the INSI Services or attempt to gain unauthorized access to any systems or networks that connect thereto or otherwise interfere with the operation of the INSI Services or in any way with the use or enjoyment of the INSI Services by others; (vi) use the INSI Services in any unlawful manner or for any unlawful purpose or in any jurisdiction where any such use is illegal; (vii) use the INSI Services other than in accordance with these Terms and in compliance with all applicable laws and regulations; (viii) use the INSI Services in a manner that violates any third-party rights or any intellectual property or privacy rights; (ix) access or use the INSI Services in order to create a product competitive with the INSI Services; or (x) use the INSI Services or documentation or data related to the INSI Services to train, develop, test, or improve any machine learning algorithms or any artificial intelligence systems.   
(b) You will not (and you will not permit any person or third party to) upload into the INSI Services any information that: (i) includes any content that is illegal, unlawful, harmful, pornographic, defamatory, infringing, or invasive of personal privacy or publicity rights; or (ii) is otherwise prohibited as specified in these Terms.

(c) C\R may immediately suspend your use of the INSI Services for any actual or suspected violation of any obligations under these Terms.  

6. DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS (OR OTHERWISE REQUIRED BY APPLICABLE LAW WITHOUT POSSIBILITY OF CONTRACTUAL WAIVER), C\R HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE; AND, THE INSI SERVICES AND ANY OTHER INFORMATION IS PROVIDED BY C\R "AS IS" AND ON AN “AS AVAILABLE” BASIS WITHOUT WARRANTY OR CONDITION OF ANY KIND.  NEITHER C\R NOR ANY OF ITS LICENSORS WARRANT THAT THE RESULTS OBTAINED FROM THE USE OF THE INSI SERVICES WILL BE ACCURATE OR RELIABLE, OR THAT SERVICES, INFORMATION, OR OTHER MATERIALS OBTAINED BY YOU THROUGH THE INSI SERVICES WILL MEET YOUR NEEDS OR EXPECTATIONS.  YOU TAKE FULL RESPONSIBILITY FOR ALL ACTIONS YOU TAKE INCLUDING ANY ACTIONS TAKEN BASED ON INFORMATION OR RESULTS RECEIVED FROM THE INSI SERVICES.  The INSI Services rely on or interoperate with third-party products and services, including, without limitation, data storage services, communications technologies, and internet operators (collectively, “Third-Party Services”). These Third-Party Services are beyond our control, but their operation may impact, or be impacted by, the use and reliability of the INSI Services. You acknowledge that (a) the use and availability of the INSI Services is dependent on third-party product vendors and service providers and (b) these Third-Party Services may not operate reliably 100% of the time, which may impact the way that the INSI Services operate.

7. LIMITATION OF LIABILITY. C\R NOR ANY OF ITS AFFILIATES OR LICENSORS, WILL BE LIABLE TO YOU UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, EVEN IF C\R HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, (B) LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, OR GOODWILL, OR (C) UNAVAILABILITY OF THE INSI SERVICES. THE AGGREGATE LIABILITY UNDER THESE TERMS OF C\R AND ANY OF ITS AFFILIATES OR LICENSORS, WILL NOT EXCEED $500.   The limitations set forth in this Section 7 will not limit or exclude liability for C\R’s intentional misconduct or for any other matters in which liability cannot be excluded or limited under applicable law.  These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.  

8. MODIFYING OUR SERVICES.  We reserve the right to modify the INSI Services or to suspend or terminate providing all or part of our INSI Services at any time. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services.  All modifications and additions to the INSI Services will be governed by the Terms, unless otherwise expressly stated by C\R in writing. You also have the right to stop using the INSI Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.

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9. GENERAL.  These Terms constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior proposals, understandings and contemporaneous communications. If you are provided access to the INSI Services by an entity that has entered into a separate services agreement with C\R, certain terms in that services agreement may supersede these Terms.  You will not assign any of the rights or obligations granted hereunder, except with the express written consent of C\R, and any attempted assignment in violation of this paragraph is void.  These Terms do not create or imply any partnership, agency or joint venture between C\R and you.  C\R’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to or application of any conflicts of law rules or principles.  All claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts for the State of California, United States, and you consent to such personal jurisdiction of such courts. If any provision (or any part thereof) of these Terms is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, to be in compliance with such law, while preserving to the maximum extent possible the intent of the original provision.  Any provision (or part thereof) that cannot be so amended will be severed from these Terms, and all the remaining provisions of these Terms will remain unimpaired. 

10. If you have a question regarding the Services, please send an email to legal@crstrategypartners.com. You may also contact us by writing to 603 Alameda de las Pulgas Belmont, CA 94002, or by calling us at 650-204-1724.