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USER AGREEMENT FOR ISNETWORLD HIRING CLIENT INTERNAL TRAINING AND RECORDS 

Thank you for visiting ISNetworld. This User Agreement for ISNetworld Hiring Client Internal Training and Records, together with all related policies and additional terms posted in ISNetworld (collectively, this “Agreement”), sets out the terms and conditions by which ISN Software Corporation, a Delaware corporation, and its affiliates (“ISN,” “we,” “us,” or “our”) offer the internal training and records services available through ISNetworld to Hiring Client subscribers (i.e., those accessible through the “Internal Records” toggle in your Hiring Client ISNetworld account) (our “HCI Services”). If you are accessing ISNetworld and using our HCI Services (“Your Company”), then this Agreement is binding on you and Your Company. By using our HCI Services you are agreeing to the terms of this Agreement, promising you have the authority to accept this Agreement on behalf of Your Company, and acknowledging that Your Company agrees to the terms of this Agreement, so please read this Agreement carefully.

SECTION 1
ABOUT ISNETWORLD AND HCI SUBSCRIPTIONS
We own and operate an online contractor-management platform called ISNetworld. Through ISNetworld, we collect health and safety, procurement, quality and regulatory information from ISNetworld contractor subscribers, ISNetworld data providers (“ISNetworld Data Providers”), and other public and private third-party sources (such as governmental databases), for the purpose of sharing this information with ISNetworld-subscribing hiring clients (“Hiring Clients”) for use in their contractor and supplier due-diligence and management processes. 

Subject to the terms and conditions provided herein, our Hiring Client Internal Training and Records Subscription (“HCI Subscription”) allows Hiring Clients to upload and/or track training and other information and records into ISNetworld concerning their own employees for their own internal reporting and management purposes. In order to be eligible for an HCI Subscription, Your Company must have an active ISNetworld subscription as a Hiring Client (an “HC Subscription”). Each Hiring Client may only have one HCI Subscription per HC Subscription (and vice versa) and must use its HCI Subscription only for internal training and recordkeeping as described herein.

SECTION 2
HCI SUBSCRIPTION FEES
Details concerning the fees we charge for an HCI Subscription (the “HCI Fees”) are available in the HCI Pricing section of our website. 

SECTION 3
HCI SUBSCRIPTION TERMS; TERMINATION
Except as provided herein, the term of the HCI Subscription is one year. Your Company’s HCI Subscription will begin on the date ISN receives payment for such subscription (the “Activation Date”), and if such payment is received on a date different than the payment for Your Company’s HC Subscription, then the annual term of Your Company’s HCI Subscription will begin and end of different days than the annual term of Your Company’s HC Subscription.  So long as (1) Your Company is in compliance with this Agreement, (2) Your Company maintains an active HC Subscription, and (3) we continue to offer HCI Subscriptions, then Your Company may renew its HCI Subscription for additional one-year terms by paying the then-current HCI Fees on or before the anniversary of the Activation Date.  Because an HC Subscription is required to obtain and maintain an HCI Subscription, Your Company’s HCI Subscription will terminate automatically (and without refund) on the date Your Company’s HC Subscription expires or terminates notwithstanding the fact that there may be days remaining on the current term of Your Company’s HCI Subscription.

Your Company may cancel its HCI Subscription at any time by notifying us in writing. However, please note the HCI Fees paid prior to cancellation will not be refunded.

SECTION 4
USER ACCESS AND IDENTITY
Your Company may authorize an unlimited number of individuals to access ISNetworld and use our HCI Services on Your Company’s behalf (each, a “User”), but each User must be an individual who is an employee of Your Company or is an independent contractor working for Your Company for whose actions Your Company is responsible. Each User must have a unique username and password, and usernames and passwords may not be shared. When any User’s employment or other affiliation with Your Company ends, Your Company must remove that User’s access to Your Company’s ISNetworld account promptly.

We reserve the right to suspend or stop providing our HCI Services to any User who violates or is suspected of violating this Agreement, uses our HCI Services in an inappropriate manner, or engages in any actions that we believe are harmful to ISN or any other ISNetworld subscriber. 

Usernames and passwords are used to authenticate access to ISNetworld. Your Company is responsible for ensuring only authorized Users access Your Company’s ISNetworld accounts, for preventing unauthorized access to ISNetworld through Your Company’s ISNetworld accounts, and for all activity that happens on or through Your Company’s ISNetworld accounts. As between Your Company and ISN, Your Company is solely responsible for all activity conducted through Your Company’s ISNetworld accounts. Your Company is responsible for any violation of this Agreement by anyone who accesses Your Company’s ISNetworld accounts.

Please remember ISN personnel will never ask you for your username or password. If anyone claiming to work for ISN asks you for your login credentials, you should not give it to them.

SECTION 5
YOUR COMPANY’S RESPONSIBILITIES
We are committed to helping you and Your Company use ISNetworld as effectively as possible. However, Your Company alone has the ultimate responsibility for managing your ISNetworld accounts, your agents, and employees and complying with safety and other legal obligations.

SECTION 6
ISNETWORLD CONTENT
Through ISNetworld, you and Your Company will have access to information uploaded or entered into ISNetworld by ISNetworld Data Providers, third-party data sources, and, in certain instances, by ISN (collectively, “ISNetworld Content”). Using our HCI Services does not give you or Your Company ownership of any intellectual property rights in ISNetworld Content. ISNetworld Content is the sole responsibility of the entity that makes it available in ISNetworld, and you and Your Company acknowledge and agree that ISN is not liable for any inaccurate ISNetworld Content submitted by third parties or any inaccuracies in reports or records generated through ISNetworld resulting from inaccurate data provided to ISN by third parties. ISNetworld Content is made available to you and Your Company solely for internal business use and to assist you and Your Company with using ISNetworld, and, without ISN’s written permission and, if applicable, the permission of any other applicable parties, neither you nor any User may copy, reproduce, alter, modify, create derivative works of, disclose outside of Your Company’s organization, or otherwise use any ISNetworld Content.

SECTION 7
YOUR HCI CONTENT
Our HCI Services allow you and Your Company to upload, submit, and store content, including Your Company’s training, records, and other documentation concerning Your Company and employees (“Your HCI Content”) into ISNetworld. Your Company retains ownership of any intellectual property rights that it holds in Your HCI Content. While ISN does not own Your HCI Content, by uploading, submitting, or entering Your HCI Content into ISNetworld Your Company is giving ISN a limited worldwide license to use, host, store, reproduce, translate, communicate, and distribute Your HCI Content as necessary for us to operate our ISNetworld services and provide our HCI Services to you and Your Company. Your Company is responsible for ensuring it has the necessary rights to grant us this license.

Your Company is solely responsible for the information provided to or submitted into Your Company’s ISNetworld accounts. Do not provide us or enter into ISNetworld any inaccurate, invalid or incomplete information or information Your Company does not have permission to provide to us.  

Your HCI Content shall be used in ISNetworld solely for internal purposes and, without ISN’s written permission, neither you nor any User may share through ISNetworld to any other ISNetworld subscriber, Your HCI Content, or any data, documents, or other information that is gathered through or retained in connection with Your Company’s HCI Subscription.  If Your Company would like to share any such content through ISNetworld with another ISNetworld subscriber, then Your Company must acquire a contractor subscription to ISNetworld, which will be governed by the User Agreement for ISNetworld Contractors available at https://www.isnetworld.com/en/user-agreements/contractor-supplier. 

As part of our services, ISN may disclose aggregate statistics and anonymized data derived from ISNetworld Content for the purposes of benchmarking and providing comparative and other generalized analyses and reports (“Benchmarking”). By uploading, submitting, or entering Your HCI Content into ISNetworld Your Company is giving ISN permission to retain and use Your HCI Content for Benchmarking.

Please visit our privacy policies for information about how we treat Your HCI Content and any other data we gather about you when you use our HCI Services. By providing us Your HCI Content or accessing our HCI Services, you and Your Company agree we may use Your HCI Content in accordance with our privacy policies.

SECTION 8
CONFIDENTIALITY
Except for the use and disclosure in accordance with our privacy policies and this Agreement, we will not share Your HCI Content with any third parties other than as required by law or with the consent of Your Company.

SECTION 9
ISN PROPERTY RIGHTS
Using our HCI Services does not give you or Your Company ownership of any intellectual property rights in ISNetworld Content, our HCI Services, or ISNetworld. ISN owns all rights to ISNetworld and its modules (including all modifications, revisions and derivative works, and all programs, enhancements, design concepts and other documentation, developed for or relating to ISNetworld), all tables (including the structure and fields) and forms developed for such modules, our HCI Services, and ISN’s trademarks, service marks and logos. ISN’s trademarks, service marks, and logos are protected by law in the United States and throughout the world, and may not be copied or imitated.

You may not copy, modify, distribute, sell, or lease any part of our HCI Services or any software we use in providing our HCI Services, nor may you reverse engineer any of our HCI Services or attempt to extract the source code of any software we use in providing our HCI Services.

SECTION 10
WARRANTY LIMITATION
We provide our HCI Services using a commercially reasonable level of skill and care and we hope you will find them helpful. However, there are certain promises we do not make about our HCI Services.

OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, ISN DOES NOT MAKE ANY SPECIFIC PROMISES OR COMMITMENTS ABOUT OUR HCI SERVICES, THE CONTENT WITHIN OUR HCI SERVICES, THE SPECIFIC FUNCTIONS OF OUR HCI SERVICES OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR COMPANY’S NEEDS. SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, SUCH AS THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

SECTION 11
LIABILITY LIMITATION
WHEN PERMITTED BY LAW, ISN WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES RELATED TO THE USE OF OUR HCI SERVICES.

TO THE EXTENT PERMITTED BY LAW, ISN’S TOTAL LIABILITY FOR ANY CLAIMS UNDER THIS AGREEMENT OR RELATING TO THIS AGREEMENT AND OUR HCI SERVICES, INCLUDING FOR BREACH OF THIS AGREEMENT OR ANY WARRANTY CLAIMS, IS LIMITED TO THREE TIMES THE AMOUNT YOUR COMPANY PAID US TO USE OUR HCI SERVICES. IN ALL CASES, ISN WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

SECTION 12
INDEMNIFICATION
Your Company agrees to indemnify and hold harmless ISN and its affiliates, officers, agents, and employees from any claim, suit, action, costs, and damages (including reasonable attorney’s fees) arising from or related to the use of our HCI Services or violation of this Agreement by Your Company or anyone accessing our HCI Services through Your Company’s ISNetworld account.

SECTION 13
CONTACT US
We welcome any questions or comments you might have about our HCI Services or ISNetworld. 

Telephone: 1-800-976-1303
Email: info@isn.com

SECTION 14
PERSONAL DATA
ISN has no control over the content Your Company provides to ISN or is entered into ISNetworld in connection with Your Company’s HCI Subscription, which may include information that directly or indirectly identifies a natural person (“Your Company’s HCI Personal Data”). Examples of Your Company’s HCI Personal Data may include data relating to Your Company’s employees. ISN and Your Company agree that Your Company is the data controller and ISN is the data processor concerning Your Company’s HCI Personal Data. Your Company represents that it has a legitimate interest in providing Your Company’s HCI Personal Data and acknowledges that it is responsible for managing Your Company’s HCI Personal Data and for taking all measures necessary to comply with applicable privacy laws to ensure ISN may lawfully process, use, and disclose Your Company’s HCI Personal Data to provide the HCI Services. To the extent applicable privacy laws require an individual’s consent to be obtained prior to or during the course of ISN’s processing any of Your Company’s HCI Personal Data, Your Company is responsible for obtaining that individual’s consent to both (i) ISN processing his or her data for purposes of providing the HCI Services, and (ii) if the individual resides outside of the United States, ISN transferring his or her data to the United States for processing.

We will process Your Company’s HCI Personal Data only as required in order for us to provide our services as described in this Agreement and our privacy policies.

SECTION 15
ENTIRE AGREEMENT
This Agreement governs your and Your Company’s use of our HCI Services, contains the entire understanding about the matters addressed in this Agreement, and supersedes any prior terms and conditions regarding the matters addressed in this Agreement. For the avoidance of doubt, in the event of a conflict between the terms and conditions of this Agreement and the agreement governing Your Company’s HC Subscription (the “HC Agreement”): (a) the terms of this Agreement will control with respect to Your HCI Content, the HCI Services, and all activity conducted through Your Company’s ISNetworld account in connection with your HCI Subscription, and (b) the terms of the HC Agreement will control with respect to the data submitted by and accessed by Your Company in connection with Your Company’s HC Subscription, the services performed by ISN in connection with Your Company’s HC Subscription, and all activity conducted through Your Company’s ISNetworld account in connection with Your Company’s HC Subscription.  

WE DO NOT AGREE TO STANDARD, BOILERPLATE, OR OTHER TERMS AND CONDITIONS IN ANY PURCHASE ORDERS OR ORDER FORMS FROM YOUR COMPANY. If Your Company’s purchasing process requires the use of purchase orders, you and Your Company agree that no terms or conditions in any of Your Company’s purchase orders will apply to us or modify this Agreement.

SECTION 16
GOVERNING LAW AND VENUE FOR ANY DISPUTES
The laws of the State of Texas, USA, will govern this Agreement and the resolution of any disputes related to this Agreement; however, you and Your Company are responsible for compliance with the laws of any country from which you or Your Company access our HCI Services. All claims arising out of or relating to this Agreement or our HCI Services will be resolved exclusively in the federal or state courts of Dallas County, Texas, USA, and Your Company and ISN consent to personal jurisdiction in those courts.

SECTION 17
CHANGES TO THIS AGREEMENT
We reserve the right to amend this Agreement from time to time to account for new laws and technologies and changes to our HCI Services, and for other purposes. In the event that we amend this Agreement, we will conspicuously post notice on our website.