Thank you for visiting ISNetworld. This User Agreement for ISNetworld Contractors, together with all the 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 services available through ISNetworld (our “Services”) to contractor customer subscribers (“Contractors”). If you are accessing ISNetworld or using our Services through a Contractor’s ISNetworld account (“Your Company”), then this Agreement is binding on you and Your Company. By using our 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.

We own and operate an online contractor-management platform called ISNetworld. Through ISNetworld, we collect health and safety, procurement, quality and regulatory information from Contractors, 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. For more information about our Services, please visit the ISNetworld Services section of our website (https://www.isnetworld.com/services).

The fees we charge Contractors are available in the Contractor Pricing section of our website (https://www.isnetworld.com/contractors#pricing). ISNetworld subscription pricing is all-inclusive. All Contractors pay an annual subscription fee (the “Annual Fee”); and a one-time account set-up fee (the “Set-Up Fee”). In addition, a Contractor whose ISNetworld subscription lapses may be subject to a reinstatement fee.

The term of each ISNetworld subscription is one year. If Your Company is a first-time ISNetworld subscriber, Your Company will activate its subscription by paying the initial Set-Up Fee and the Annual Fee for the first subscription year, and Your Company’s ISNetworld subscription will begin on the day ISN receives payment (the “Activation Date”). Your Company may renew its ISNetworld subscription for additional one-year terms by paying the then-current Annual Fee on or before the anniversary of the Activation Date.

Your Company may cancel its ISNetworld subscription at any time by notifying us in writing. However, please note the Set-Up Fee and any Annual Fees paid prior to cancellation will not be refunded.

Your Company may authorize an unlimited number of individuals to access ISNetworld and use our 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 Services to any User who violates or is suspected of violating this Agreement, uses our Services in an inappropriate manner, or engages in any actions that we believe are harmful to ISN or any other ISNetworld subscriber. For instance, to avoid a conflict of interest we may terminate a User’s access to Your Company’s ISNetworld account if we suspect the individual has an affiliation with another ISNetworld subscriber or has access to another ISNetworld subscriber’s account.

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

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.

We are committed to helping you and Your Company use ISNetworld as a tool for streamlining Your Company’s processes for reporting information to connected Hiring Clients, tracking important information, complying with legal and training requirements, improving safety performance, and increasing visibility to potential Hiring Clients. However, Your Company alone has the ultimate responsibility for managing its relationships with Hiring Clients, providing information required by Hiring Clients, and complying with safety and other legal obligations.

Through ISNetworld, you and Your Company will have access to information uploaded or entered into ISNetworld by Hiring Clients, ISNetworld Data Providers, third-party data sources, and, in certain instances, by ISN (collectively, “ISNetworld Content”). Using our 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.

Our Services allow you and Your Company to upload, submit, store, or send content, including Your Company’s safety programs, proof of insurance, and other documentation requested by Hiring Clients (“Your Content”) through ISNetworld. Your Company retains ownership of any intellectual property rights that it holds in Your Content. While ISN does not own Your Content, by uploading, submitting, or entering Your Content into ISNetworld Your Company is giving ISN a limited worldwide license to use, host, store, reproduce, translate, communicate, and distribute Your Content as necessary for us to operate our Services and provide our 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 shared through Your Company’s ISNetworld account. 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.

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

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

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

Using our Services does not give you or Your Company ownership of any intellectual property rights in our 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 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 Services or any software we use in providing our Services, nor may you reverse engineer any of our Services or attempt to extract the source code of any software we use in providing our Services.

We provide our 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 Services.

OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, ISN DOES NOT MAKE ANY SPECIFIC PROMISES OR COMMITMENTS ABOUT OUR SERVICES, THE CONTENT WITHIN OUR SERVICES, THE SPECIFIC FUNCTIONS OF OUR SERVICES OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR COMPANY’S NEEDS. WE PROVIDE OUR SERVICES “AS IS.” 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.

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 SERVICES.

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

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 Services or violation of this Agreement by Your Company or anyone accessing our Services through Your Company’s ISNetworld account.

We welcome any questions or comments you might have about our Services or ISNetworld. If you have any questions about our Services or Your Company’s ISNetworld account, please contact us by telephone or email as follows:

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

We have no control over the content of data Your Company provides to us or is entered into ISNetworld through Your Company’s ISNetworld account, which may include information that directly or indirectly identifies a natural person (“Your Company’s Personal Data”). Examples of Your Company’s Personal Data may include data relating to Your Company’s employees and personnel. Your Company is responsible for managing Your Company’s Personal Data and for taking all measures necessary to comply with applicable privacy laws to ensure we may lawfully process, use, and disclose Your Company’s Personal Data to provide our Services. To the extent applicable privacy laws require an individual’s consent to be obtained prior to or during the course of our processing any of Your Company’s Personal Data, Your Company is responsible for obtaining that individual’s consent to both (i) us processing his or her data for purposes of providing our Services, and (ii) if the individual resides outside of the United States, us transferring his or her data to the United States for our processing.

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

This Agreement governs your and Your Company’s use of our 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.

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.

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 Services. All claims arising out of or relating to this Agreement or our 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.

We reserve the right to amend this Agreement from time to time to account for new laws and technologies and changes to our Services, and for other purposes. In the event that we amend this Agreement, we will conspicuously post notice on our website (www.ISN.com or www.ISNetworld.com).

Thank you for visiting ISNetworld. This User Agreement for ISNetworld Contractor Operators, together with all the 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 services available through ISNetworld (our “Services”) to contractor-operator subscribers (“Contractor-Operators”). Except as otherwise provided in Section 16 below, if you are accessing ISNetworld or using our Services through a Contractor-Operator’s ISNetworld account (“Your Company”), then this Agreement is binding on you and Your Company. By using our 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.

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-subscribing contractor customers (“ISNetworld Contractors”), 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. For more information about our Services, please visit the ISNetworld Services section of our website (https://www.isnetworld.com/services).

A Contractor-Operator account is a modified Hiring Client account. As a Contractor-Operator, Your Company will have access to many tools in ISNetworld available to Hiring Clients, but Your Company will only be able to access information of or relating to those ISNetworld Contractors that expressly authorize Your Company to have access to their information.

The fees we charge Contractor Operators are the same as the fees we charge Hiring Clients (which are available in the Hiring Client Pricing section of our website (https://www.isnetworld.com/hiring-clients#pricing). ISNetworld subscription pricing is all-inclusive. All Contractor Operators have the same fee structure: an annual subscription fee (the “Annual Fee”); and a one-time account set-up fee (the “Set-Up Fee”).

The term of each ISNetworld subscription is one year. If Your Company is a first-time ISNetworld subscriber, Your Company will activate its subscription by paying the initial Set-Up Fee and the Annual Fee for the first subscription year, and Your Company’s ISNetworld subscription will begin on the day ISN receives payment (the “Activation Date”). Your Company may renew its ISNetworld subscription for additional one-year terms by paying the then-current Annual Fee on or before the anniversary of the Activation Date.

Your Company may cancel its ISNetworld subscription at any time by notifying us in writing. However, please note the Set-Up Fee and any Annual Fees paid prior to cancellation will not be refunded.

Your Company may authorize an unlimited number of individuals to access ISNetworld and use our Services on Your Company’s behalf (each, a “User”), but each User must (i) 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, and (ii) use the Services on behalf of Your Company for Your Company’s management of its contractors through ISNetworld. 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 Services to any User who violates or is suspected of violating this Agreement, uses our Services in an inappropriate manner, or engages in any actions that we believe are harmful to ISN or any other ISNetworld subscriber. For instance, to avoid a conflict of interest we may terminate a User’s access to Your Company’s ISNetworld account if we suspect the individual has an affiliation with another ISNetworld subscriber or has access to another ISNetworld subscriber’s account.

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

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.

We are committed to helping you and Your Company use ISNetworld as part of Your Company’s contractor-management and due diligence processes, but Your Company alone has the ultimate responsibility for determining which contractors to hire and for managing those contractors in the course of their performance of services for Your Company.

Our Services depend on you and Your Company providing us with complete, accurate, and up-to-date information and working with us to make your ISNetworld experience successful. For example, as you and Your Company will not be able to manage or access information about contractors who are not subscribed to ISNetworld, we need your help getting Your Company’s contractors subscribed to ISNetworld. In order for the ISN team to perform our Services for you and Your Company, Your Company must designate a qualified project or account manager who will (i) assist the ISN team in developing a plan for implementing ISNetworld into Your Company’s contractor-management processes and making it available to Your Company’s authorized Users, (ii) coordinate with the ISN team in providing requested information to set up Your Company’s account, (iii) manage Users, and (iv) coordinate with Your Company’s contractors to enroll as ISNetworld subscribers on a timely basis.

As part of the implementation process, Your Company may provide us with contact information for Your Company’s contractors (“Contractor Contact Information”) so that we may assist Your Company with alerting those contractors about the need to subscribe to ISNetworld. By providing Contractor Contact Information to us, Your Company is instructing us to use that Contractor Contact Information to contact Your Company’s contractors on Your Company’s behalf to inform them about the need to sign up for ISNetworld and provide them with information about setting up their ISNetworld accounts.

Through ISNetworld, you and Your Company will have access to information uploaded or entered into ISNetworld by ISNetworld Contractors, ISNetworld Data Providers, third-party data sources, and, in certain instances, by ISN (collectively, “ISNetworld Content”). Using our 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 contractor-management purposes, 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.

Our Services allow you and Your Company to upload, submit, store, or send content (“Your Content”) through ISNetworld. Your Company retains ownership of any intellectual property rights that it holds in Your Content. While ISN does not own Your Content, by uploading, submitting, or entering Your Content into ISNetworld Your Company is giving ISN a limited worldwide license to use, host, store, reproduce, translate, communicate, and distribute Your Content as necessary for us to operate our Services and provide our 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 shared through Your Company’s ISNetworld account. 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.

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

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

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

Through our Review and Verification Services and related programs and services (“RAVS”), we perform a variety of services related to ISNetworld Contractor data. RAVS results are provided at no additional fee solely to assist Your Company in reviewing contractor compliance with specified regulatory standards and/or Your Company’s specific requirements. However, the information provided through RAVS is not intended, and should not be relied upon, to ensure compliance with such regulations or requirements (applicable RAVS disclaimers are in the User Notices & Disclaimers section of our website). We do not intend for Your Company to use RAVS as a substitute for its own due diligence and review processes. We are not responsible for ensuring the full compliance or performance of any ISNetworld Contractor with applicable regulations or Your Company’s requirements.

Using our Services does not give you or Your Company ownership of any intellectual property rights in our 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 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 Services or any software we use in providing our Services, nor may you reverse engineer any of our Services or attempt to extract the source code of any software we use in providing our Services.

We provide our Services using a commercially reasonable level of skill and care and we hope you will find them helpful for managing Your Company’s contractors. However, there are certain promises we do not make about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, ISN DOES NOT MAKE ANY SPECIFIC PROMISES OR COMMITMENTS ABOUT OUR SERVICES, THE CONTENT WITHIN OUR SERVICES, THE SPECIFIC FUNCTIONS OF OUR SERVICES OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR COMPANY’S NEEDS. WE PROVIDE OUR SERVICES “AS IS.” 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.

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 SERVICES.

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

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 Services or violation of this Agreement by Your Company or anyone accessing our Services through Your Company’s ISNetworld account.

We welcome any questions or comments you might have about our Services or ISNetworld. If you have any questions about our Services or Your Company’s ISNetworld account, please contact us by telephone or email as follows:

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

We have no control over the content of data Your Company provides to us or is entered into ISNetworld through Your Company’s ISNetworld account, which may include information that directly or indirectly identifies a natural person (“Your Company’s Personal Data”). Examples of Your Company’s Personal Data may include data relating to Your Company’s employees and personnel and Contractor Contact Information. Your Company is responsible for managing Your Company’s Personal Data and for taking all measures necessary to comply with applicable privacy laws to ensure we may lawfully process, use, and disclose Your Company’s Personal Data to provide our Services. To the extent applicable privacy laws require an individual’s consent to be obtained prior to or during the course of our processing any of Your Company’s Personal Data, Your Company is responsible for obtaining that individual’s consent to both (i) us processing his or her data for purposes of providing our Services, and (ii) if the individual resides outside of the United States, us transferring his or her data to the United States for our processing.

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

Unless Your Company and ISN have entered into a written, signed agreement that specifically addresses Your Company’s use of ISNetworld, this Agreement governs your and Your Company’s use of our 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.

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.

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 Services. All claims arising out of or relating to this Agreement or our 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.

We reserve the right to amend this Agreement from time to time to account for new laws and technologies and changes to our Services, and for other purposes. In the event that we amend this Agreement, we will conspicuously post notice on our website (www.ISN.com or www.ISNetworld.com).

Thank you for visiting ISNetworld. This User Agreement for ISNetworld Hiring Clients, together with all the 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 services available through ISNetworld (our “Services”) to hiring client subscribers (“Hiring Clients”). Except as otherwise provided in Section 16 below, if you are accessing ISNetworld or using our Services through a Hiring Client’s ISNetworld account (“Your Company”), then this Agreement is binding on you and Your Company. By using our 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.

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-subscribing contractor customers (“ISNetworld Contractors”), 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 Hiring Clients for use in their contractor and supplier due-diligence and management processes. For more information about our Services, please visit the ISNetworld Services section of our website (https://www.isnetworld.com/services).

The fees we charge Hiring Clients are available in the Hiring Client Pricing section of our website (https://www.isnetworld.com/hiring-clients#pricing). ISNetworld subscription pricing is all-inclusive. All Hiring Clients have the same fee structure: an annual subscription fee (the “Annual Fee”); and a one-time account set-up fee (the “Set-Up Fee”).

The term of each ISNetworld subscription is one year. If Your Company is a first-time ISNetworld subscriber, Your Company will activate its subscription by paying the initial Set-Up Fee and the Annual Fee for the first subscription year, and Your Company’s ISNetworld subscription will begin on the day ISN receives payment (the “Activation Date”). Your Company may renew its ISNetworld subscription for additional one-year terms by paying the then-current Annual Fee on or before the anniversary of the Activation Date.

Your Company may cancel its ISNetworld subscription at any time by notifying us in writing. However, please note the Set-Up Fee and any Annual Fees paid prior to cancellation will not be refunded.

Your Company may authorize an unlimited number of individuals to access ISNetworld and use our Services on Your Company’s behalf (each, a “User”), but each User must (i) 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, and (ii) use the Services on behalf of Your Company for Your Company’s management of its contractors through ISNetworld. 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 Services to any User who violates or is suspected of violating this Agreement, uses our Services in an inappropriate manner, or engages in any actions that we believe are harmful to ISN or any other ISNetworld subscriber. For instance, to avoid a conflict of interest we may terminate a User’s access to Your Company’s ISNetworld account if we suspect the individual has an affiliation with another ISNetworld subscriber or has access to another ISNetworld subscriber’s account.

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

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.

We are committed to helping you and Your Company use ISNetworld as part of Your Company’s contractor-management and due diligence processes, but Your Company alone has the ultimate responsibility for determining which contractors to hire and for managing those contractors in the course of their performance of services for Your Company.

Our Services depend on you and Your Company providing us with complete, accurate, and up-to-date information and working with us to make your ISNetworld experience successful. For example, as you and Your Company will not be able to manage or access information about contractors who are not subscribed to ISNetworld, we need your help getting Your Company’s contractors subscribed to ISNetworld. In order for the ISN team to perform our Services for you and Your Company, Your Company must designate a qualified project or account manager who will (i) assist the ISN team in developing a plan for implementing ISNetworld into Your Company’s contractor-management processes and making it available to Your Company’s authorized Users, (ii) coordinate with the ISN team in providing requested information to set up Your Company’s account, (iii) manage Users, and (iv) coordinate with Your Company’s contractors to enroll as ISNetworld subscribers on a timely basis.

As part of the implementation process, Your Company may provide us with contact information for Your Company’s contractors (“Contractor Contact Information”) so that we may assist Your Company with alerting those contractors about the need to subscribe to ISNetworld. By providing Contractor Contact Information to us, Your Company is instructing us to use that Contractor Contact Information to contact Your Company’s contractors on Your Company’s behalf to inform them about the need to sign up for ISNetworld and provide them with information about setting up their ISNetworld accounts.

Through ISNetworld, you and Your Company will have access to information uploaded or entered into ISNetworld by ISNetworld Contractors, ISNetworld Data Providers, third-party data sources, and, in certain instances, by ISN (collectively, “ISNetworld Content”). Using our 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 contractor-management purposes, 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.

Our Services allow you and Your Company to upload, submit, store, or send content (“Your Content”) through ISNetworld. Your Company retains ownership of any intellectual property rights that it holds in Your Content. While ISN does not own Your Content, by uploading, submitting, or entering Your Content into ISNetworld Your Company is giving ISN a limited worldwide license to use, host, store, reproduce, translate, communicate, and distribute Your Content as necessary for us to operate our Services and provide our 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 shared through Your Company’s ISNetworld account. 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.

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

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

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

Through our Review and Verification Services and related programs and services (“RAVS”), we perform a variety of services related to ISNetworld Contractor data. RAVS results are provided at no additional fee solely to assist Your Company in reviewing contractor compliance with specified regulatory standards and/or Your Company’s specific requirements. However, the information provided through RAVS is not intended, and should not be relied upon, to ensure compliance with such regulations or requirements (applicable RAVS disclaimers are in the User Notices & Disclaimers section of our website). We do not intend for Your Company to use RAVS as a substitute for its own due diligence and review processes. We are not responsible for ensuring the full compliance or performance of any ISNetworld Contractor with applicable regulations or Your Company’s requirements.

Using our Services does not give you or Your Company ownership of any intellectual property rights in our 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 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 Services or any software we use in providing our Services, nor may you reverse engineer any of our Services or attempt to extract the source code of any software we use in providing our Services.

We provide our Services using a commercially reasonable level of skill and care and we hope you will find them helpful for managing Your Company’s contractors. However, there are certain promises we do not make about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, ISN DOES NOT MAKE ANY SPECIFIC PROMISES OR COMMITMENTS ABOUT OUR SERVICES, THE CONTENT WITHIN OUR SERVICES, THE SPECIFIC FUNCTIONS OF OUR SERVICES OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR COMPANY’S NEEDS. WE PROVIDE OUR SERVICES “AS IS.” 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.

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 SERVICES.

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

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 Services or violation of this Agreement by Your Company or anyone accessing our Services through Your Company’s ISNetworld account.

We welcome any questions or comments you might have about our Services or ISNetworld. If you have any questions about our Services or Your Company’s ISNetworld account, please contact us by telephone or email as follows:

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

We have no control over the content of data Your Company provides to us or is entered into ISNetworld through Your Company’s ISNetworld account, which may include information that directly or indirectly identifies a natural person (“Your Company’s Personal Data”). Examples of Your Company’s Personal Data may include data relating to Your Company’s employees and personnel and Contractor Contact Information. Your Company is responsible for managing Your Company’s Personal Data and for taking all measures necessary to comply with applicable privacy laws to ensure we may lawfully process, use, and disclose Your Company’s Personal Data to provide our Services. To the extent applicable privacy laws require an individual’s consent to be obtained prior to or during the course of our processing any of Your Company’s Personal Data, Your Company is responsible for obtaining that individual’s consent to both (i) us processing his or her data for purposes of providing our Services, and (ii) if the individual resides outside of the United States, us transferring his or her data to the United States for our processing.

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

Unless Your Company and ISN have entered into a written, signed agreement that specifically addresses Your Company’s use of ISNetworld, this Agreement governs your and Your Company’s use of our 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.

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.

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 Services. All claims arising out of or relating to this Agreement or our 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.

We reserve the right to amend this Agreement from time to time to account for new laws and technologies and changes to our Services, and for other purposes. In the event that we amend this Agreement, we will conspicuously post notice on our website (www.ISN.com or www.ISNetworld.com).