Terms of Service

This Subscription Agreement (the “Agreement”) is made by and between Invisory, Inc., a corporation incorporated in Delaware, with a principal place of business at 2810 W 43rd #301, Minneapolis, MN 55410 (“Invisory”), and Client (the “Client”).

In consideration of the mutual promises in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Definitions and Order Schedule.
1. Definitions
  1. The “Services” are the subscription-based research and related services purchased by the Customer as set forth below in the Order Schedule and described in the Service Descriptions. Service Names are defined in the Service Descriptions. InVisory may periodically update the names and the deliverables for each Service. If Client adds Services or upgrades the level of service, an additional Service Agreement will be required.
  2. The “Service Descriptions” describe each Service purchased, specify the deliverables for each Service, and set forth any additional terms unique to a specific Service.

Payment Terms. Invisory will invoice Client annually in advance for all Services. Payment is due 30 days from the invoice date. Client shall pay any sales, use, value-added, or other tax or charge imposed or assessed by any governmental entity upon the sale, use or receipt of Services, with the exception of any taxes imposed on the net income of Invisory.
Term. This Agreement for subscription-based research and related services will commence on the Effective Date and is non-cancelable, and may be terminated only for material breach by eitherparty, upon 30 days prior written notice, if the breach is not cured within the notice period (the “Term”).
Ownership and Use of the Services. Invisory owns and retains all rights to the Services not expressly granted to Client. Only the individuals authorized by Client (each a “Licensed User”) may access the Services. Each Licensed User will be issued a unique password, which may not be shared.
DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND Invisory EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR AS TO ACCURACY, COMPLETENESS OR ADEQUACY OF INFORMATION. CLIENT RECOGNIZES THE UNCERTAINTIES INHERENT IN ANY ANALYSIS OR INFORMATION THAT MAY BE PROVIDED AS PART OF THE SERVICES, AND ACKNOWLEDGES THAT THE SERVICES ARE NOT A SUBSTITUTE FOR ITS OWN INDEPENDENT EVALUATION AND ANALYSIS AND SHOULD NOT BE CONSIDERED A RECOMMENDATION TO PURSUE ANY COURSE OF ACTION. Invisory SHALL NOT BE LIABLE FOR ANY ACTIONS OR DECISIONS THAT CLIENT MAY TAKE BASED ON THE SERVICES OR ANY INFORMATION OR DATA CONTAINED THEREIN. CLIENT UNDERSTANDS THAT IT ASSUMES THE ENTIRE RISK WITH RESPECT TO THE USE OF THE SERVICES.
Client Confidential Information. Invisory agrees to keep confidential any Client-specific information communicated by Client to Invisory in connection with this Agreement that is (i) clearly marked confidential if provided in written form, or (ii) preceded by a statement that such information is confidential, if provided in oral form, and such statement is confirmed in writing within 15 days of its initial disclosure. This obligation of confidence shall not apply to any information that: (1) is in the public domain at the time of its communication; (2) is independently developed by Invisory; (3) entered the public domain through no fault of Invisory subsequent to Client’s communication to Invisory; (4) is in Invisory’s possession free of any obligation of confidence at the time of Client’s communication to Invisory; or (5) is communicated by the Client to a third party free of any obligation of confidence. Additionally, Invisory may disclose such information to the extent required by legal process.
Data Protection. In performing its obligations under this Agreement, Invisory and Client will each comply with all applicable data privacy legislation. Without limitation to this, Client shall ensure that any disclosure of personal data, whether in relation to Client’s employees or otherwise, made to Invisory by Client or on its behalf is made with the data subject’s consent or is otherwise lawful. In so far as any disclosure relates to Client’s own employee or subcontractor, Client shall notify that employee or subcontractor that Invisory and its affiliates may: (a) use the personal data to provide Client with the Services, (b) disclose the personal data to third parties to provide the Services; and (c) inform Client about other products or services that Invisory believes may be of interest. If any person does not wish to receive such Invisory communications, they may contact Invisory at info@Invisory.co.
Attorneys’ Fees. If either party brings a legal action arising out of a dispute over this Agreement, the losing party will reimburse the prevailing party for all reasonable costs and attorneys’ fees incurred by the prevailing party.
Entire Agreement. This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.
Assignment. This Agreement and the rights granted to Client hereunder may not be assigned, sub-licensed or transferred, in whole or in part, by either party without the prior written consent of the other party, except to a successor to substantially all of the
business or assets of a party by merger or acquisition. Where consent is required, it will not be unreasonably withheld.
Successors and Assignees. This agreement binds and benefits the heirs, successors, and permitted assignees of the parties.
Notices. All notices must be in writing. A notice may be delivered to a party at the address that follows a party’s signature or to a new address that a party designates in writing. A notice may be delivered:
1. in person,
2. by certified mail, or
3. by overnight courier.
Governing Law. This Agreement shall be subject to, and interpreted by and in accordance with, the laws (excluding conflict of law provisions) of the State of Minnesota.
Venue. Any cause of action for a breach or enforcement of, or a declaratory judgment respecting, this Agreement shall be commenced and maintained only in the US District Court for the District of Minnesota or the applicable state trial court sitting in Minneapolis,
Minnesota and having subject matter jurisdiction.
Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original of this Agreement, and which together will constitute one and the same instrument. The signature pages combined will create a document binding on all parties.
Modification. No amendment to this Agreement is effective unless made in a writing which specifically references this Agreement and which is signed by authorized representatives of all the parties.
Waiver. If one party waives any term or provision of this Agreement at any time, that waiver will only be effective for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights
or remedies under this agreement, that party retains the right to enforce that term or provision at a later time.
Severability. If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.