Sales Agency Terms

These Sales Agency Terms shall govern the InsideView Master Sales Agent Agreement and all related Sales Agent Order Forms and Customer Provisioning Forms as well as any other written agreement or order form between InsideView Technologies, Inc. (“InsideView”) and a business partner (“Sales Agent”) that expressly references these Terms.

1.  Definitions.

1.1 “API(s)” mean any InsideView application programming interface(s) expressly identified in the Agreement, together with any updates, revisions, modifications and any subsequent versions or releases thereto.

1.2 “Approved Business” means a business entity approved by InsideView pursuant to the Deal Registration process described n Section 4.1 below.

1.3 “Content” means Records and all other materials displayed or provided via the Services including but not limited to information, data, text, graphics, news articles, links, photographs, images, illustrations, audio clips and/or video clips.

1.4 “Customer” means an Approved Business in the Territory that is authorized under a Customer-Sales Agent Agreement (that includes acceptance of the Customer-InsideView Agreement) to access and use the Services for its internal business purposes only during the Customer Term.

1.5 “Customer Term” means the term of the applicable Customer-Sales Agent Agreement that shall be specified in the applicable Sales Agent Order Form, and also includes any permitted renewals thereto in accordance with the Agreement.

1.6 “Sales Agent Order Form” means the binding order pursuant to which Sales Agent will pay InsideView the Fees specified therein in exchange for InsideView providing certain Services during the specified Customer Term. Each Sales Agent Order Form must be based on the template attached to the Agreement, which may be modified by InsideView from time to time, and must be signed by the authorized representatives of both Parties in order to be effective.

1.7 “Sales Agency Term” means the term of the Agreement as further described in Section 11.1 below.

1.8 “Customer-Sales Agent Agreement” means the binding, written agreement between Sales Agent and the applicable Customer that includes the URL identified in Sections 1.9 below without modification and strictly in accordance with Section 4.3.1 of these Terms.

1.9 “Customer-InsideView Agreement” means the InsideView Terms of Use located at https://insideviewweb.kinsta.cloud/terms-use.

1.10 “Marketing Materials” means InsideView’s standard brochures, data sheets, collateral, magazines, article reprints, industry analyst reports, books, and other marketing materials that InsideView makes available to Sales Agent solely for the purpose of assisting Sales Agent with its marketing and promotion of the Services during the Sales Agency Term.

1.11 “Records” means company and/or contact records that is a unit of measure for certain Services identified in the applicable Sales Agent Order Forms.

1.12 “Seat” means a license for a single individual to access and use those Services that are identified in the Sales Agent Order Form. The maximum number of Seats that may be assigned for access to the Services is specified in the applicable Sales Agent Order Form may not be decreased during the applicable Customer Term (and any increases in numbers of Seats shall require a supplemental Sales Agent Order Form).

1.13 “Services” means the API(s), Subscription Services, Content and/or other data or services identified in the Agreement and/or the applicable Sales Agent Order Form.

1.14 “Subscription Services” means the proprietary Content, products, services, online or offline applications provided by InsideView via the InsideView web-enabled platform or API or other delivery method as may be specified in the Sales Agent Order

1.15 “Territory” means the region within which Customers must be headquartered in order to qualify to receive the Services, as identified in the Agreement

2. Appointment as Sales Agent, License and Limitations.

2.1 Sales Agent Rights. Subject to Sales Agent’s strict compliance with all terms and conditions of these Terms (including without limitation those set forth in the subparts to this Section 2.1, Section 4, and Section 7.1.1), InsideView appoints Sales Agent as a non-exclusive sales agent of the Services in the Territory during the Sales Agency Term, as follows:

2.2 To market, demonstrate and, subject to execution of a binding Customer-InsideView Agreement, to enable Customer to receive the Services from InsideView.

2.3 To use up to five (5) Seats of InsideView for Sales solely for Sales Agent’s own internal use, subject to its full compliance with these Terms and subject to the InsideView Terms of Use located at https://insideviewweb.kinsta.cloud/terms-use; by accessing the Services for such use, Sales Agent will be deemed to have agreed to said Terms of Use. Additional internal-use licenses (for Sales Agent’s own internal use) may be purchased at 50% off the published list price during the Sales Agency Term provided that the Sales Agent meets the minimum sales performance expectations established by InsideView and communicated to Sales Agent; if Sales Agent does not meet the minimum sales performance expectations, discounted internal use InsideView Sales licenses may be revoked. Other than as expressly provided in this Section 2.1.2, no other internal use rights or licenses are granted to Sales Agent under these Terms.

2.4 Except as expressly provided under these Terms, no other grants of licenses or rights shall be implied under these Terms and Sales Agent shall not, and has no authority to, make any commitments on behalf of InsideView.

2.5 Nothing in these Terms shall preclude or limit InsideView from marketing or selling the Services directly or from appointing other distributors, resellers, agents, representatives or other third parties to market and/or sell anywhere worldwide, including in the Territory.

2.6 Each Party is solely responsible and liable for all costs and expenses incurred by it in performing its respective obligations under the Agreement.

3. Marketing and Sales Efforts.

shall use reasonable efforts to promote and market the Services to Customers and potential Customers in order to maximize sale of the Services during the Sales Agency Term. Sales Agent will appoint personnel to act as the Alliance Manager between Sales Agent and InsideView.  Sales Agent’s marketing and advertising efforts for the Services will be of the highest quality and shall preserve the professional image and reputation of InsideView.

4. Sales Process.

4.1 Deal Registration. For each prospective Customer, Sales Agent shall submit to InsideView a completed Deal Registration Form, available at www.insideview.com/referral (or such other URL hereafter identified by InsideView and/or such other form provided by InsideView).  InsideView will endeavour to notify Sales Agent of acceptance or rejection of each prospective Customer within two (2) business days of its receipt of a completed Deal Registration Form, and in event such prospective Customer is rejected, the reasons for such rejection and a reasonable opportunity to remedy (if applicable). InsideView will have sole discretion to accept or reject each prospective Customer; without limiting the foregoing, InsideView may reject any Deal Registration Form that references a prospective Customer that (a) has an existing relationship with InsideView, (b) is in InsideView’s active pipeline at the time the Deal Registration Form is submitted to InsideView, or (c) InsideView has reason to believe may be interested in the Services for competitive intelligence or other purposes that might be harmful to InsideView or its business. In the event a Deal Registration Form has been neither accepted nor rejected, it will be deemed rejected within ten (10) business days of its submission, which shall not preclude Sales Agent from resubmitting the Customer prospect through a subsequent Deal Registration Form.

4.2 Sales Agent Order Form. With respect to Deal Registration Forms that have been accepted by InsideView, Sales Agent shall submit to InsideView a Sales Agent Order Form. Each Sales Agent Order Form must specify (i) the name and location of the Customer, (ii) the Services, (iii) the quantity, volume, term and any other metrics specified by InsideView, (iv) the breakdown of Fees and total Fees due to InsideView for the Services, (v) the Services Activation Date (i.e., the date the Customer can be activated and Fees owed to InsideView may be invoiced, and (vi) such other information InsideView may require.   InsideView reserves the right to reject any Sales Agent Order Forms that are incomplete, inaccurate, or fail to comply with these Terms.  InsideView may require Sales Agent to submit Sales Agent Order Form via the Internet through a partner portal or other method established by InsideView.  Sales Agent understands and agrees that all Sales Agent Order Forms, once approved by InsideView by its counter-signature are final and binding obligations without any right of rescission or refund and quantities ordered may not be decreased.

4.3 Customer-Sales Agent Agreement Requirements.

  • 4.3.1 Terms of Use. Sales Agent will ensure that every Customer-Sales Agent Agreement for the Services requires the Customer to agree, without any exceptions or carve-outs, the InsideView Terms of Use located at https://insideviewweb.kinsta.cloud/terms-use. Sales Agent understands and agrees that this requirement is a material term of the Agreement and failure to adhere to this clause shall automatically be deemed a material breach of these Terms. 
  • 4.3.2 Customer Term Durations. The initial term for each Customer-Sales Agent Agreement, and for each renewal thereof, shall be one (1) year; for clarity, however, with respect to volume-based Services (such as purchases of Records bundles), Services may be depleted by the Customer prior to the end of the 12 month term. Add-on purchases (i.e., for upsell and/or cross-sell of additional Service) for an existing Customer during the term of a pre-existing Customer Term will require execution by the Parties of a new Sales Agent Order Form and must be coterminous with the pre-existing Customer Term and automatically renew together with the pre-existing Subscription Services.
  • 4.3.3 Service Order Renewals. Sales Agent will ensure that every Customer Agreement for Subscription Services will contain a clause pursuant to which the Subscription Services will automatically renew for successive one (1) year terms unless either Customer or Sales Agent provides the other with thirty (30) days prior written notice of intention to terminate at the end of the then-current term.

5. InsideView Rights and Obligations

5.1 InsideView Services. Subject to Sales Agent’s full compliance with the Agreement including these Terms (which includes, without limitation, adherence to Section 4 and timely payment of all applicable Fees under Section 7) and the applicable Customer’s compliance with the Customer-InsideView Agreement, InsideView will provide the Services set forth in the Sales Agent Order Form to each applicable Customer.

  • 5.1.1 Suspension/Cancellation of Services.
    • 5.1.1.1 InsideView reserves the right to suspend and/or terminate (in its discretion) Services related to a Sales Agent Order Form if the applicable Customer breaches the Customer-InsideView In such case, InsideView will use reasonable commercial efforts to notify Sales Agent prior to suspending or terminating the Service (prior notice may not be given where suspension results from Customer’s misuse of the Services in violation of use restrictions stated in the Customer-InsideView Agreement).  In no case will any such termination give rise to any liability of InsideView to Sales Agent or to the Customer for a refund or damages.  Sales Agent shall enforce each applicable Customer-Sales Agent Agreement and shall provide InsideView with all information, cooperation and assistance required to enable InsideView to enforce the Customer-InsideView Agreement.
  • 5.1.2  Training and Education by InsideView.  InsideView will make training services available to Sales Agent as described in the Agreement.
  • 5.1.3  Account Passwords, Services Access. Following both Parties’ execution of the applicable Sales Agent Order Form, InsideView will generate and grant required password(s) and/or license keys for the applicable Customer’s access to and use of the Services on or after the Services Activation Date identified therein.

6. Sales Agent Rights and Obligations

6.1 Sales Agent’s Pricing of the Services. Sales Agent shall be free to determine pricing and any volume or other discounts for the Services.  For clarity, pricing offered by Sales Agent to Customers shall in no way affect the Fees due to InsideView under Section 7 and the applicable Sales Agent Order Forms.

6.2 Sales Agent Obligations. Sales Agent represents and warrants that as of the Effective Date and continuing throughout the Term:

  • 6.2.1 Sales Agent will maintain the resources and experienced personnel necessary to market and distribute the Services and to fulfill its obligations under the Agreement;
  • 6.2.2 If Sales Agent becomes aware of any actual or suspected unauthorized use, copying or disclosure of the Services or Marketing Materials, Sales Agent will promptly notify InsideView and will assist InsideView in the investigation and prosecution of such unauthorized use, copying or disclosure; and
  • 6.2.3 Sales Agent has the full right, power and authority to enter into the Agreement and to carry out its obligations hereunder, and there are no impediments known to Sales Agent that would prevent Sales Agent’s compliance with all terms and conditions of the Agreement and Sales Agent has not relied on any promises or representations other than those expressly made in these Terms.

6.3 Sales Agent Indemnity. Sales Agent will indemnify InsideView for, and hold InsideView harmless from, any loss, expense, damages, or liability arising from any claim, suit, action or demand resulting from: (i) the negligence, error, omission or willful misconduct of Sales Agent or its representatives; (ii) the breach of any term or condition of the Agreement including without limitation these Terms (including without limitation a breach of Section 4.3.1); (iii) any misrepresentation made by Sales Agent regarding the Services or InsideView, including any warranty, representation, statement, promise or commitment regarding the Services that has not been authorized by InsideView or is inconsistent with these Terms; (iv) Sales Agent’s breach of any applicable law, regulation or other legal requirement, and/or (v) the use of the Services by any Customer of Sales Agent except for claims which arise directly from or relate directly to a breach of InsideView’s obligations under these Terms or fall within InsideView’s indemnification obligations as set forth in the Customer-InsideView

6.4 Insurance. Sales Agent agrees, at its own expense, to maintain the following insurance coverage during the term of the Agreement: (i) Worker’s Compensation Insurance as required by law, (ii) Employee’s Liability Insurance with minimum coverage of one million dollars ($1,000,000) per occurrence, (iii) Commercial General Liability Insurance covering bodily injury and property damage liability, including contractual liability, with minimum coverage of one million dollars ($1,000,000) per occurrence for bodily injury and property damage combined, and (iv) Professional Liability Insurance for errors and omissions with minimum coverage of one million dollars ($1,000,000) per claim. Nothing in these Terms shall be deemed to preclude Sales Agent from selecting a new insurance carrier or carriers or obtaining new or amended policies at any time, as long as the above insurance coverage is maintained. Sales Agent agrees that it will provide to InsideView copies of applicable certificates of insurance upon InsideView’s reasonable request.

7. Fees, Orders for Services, Payment

7.1 Fees and Payment Terms.

  • 7.1.1 Sales Agent shall pay InsideView the Fees for the Services pursuant to the Agreement and the applicable Sales Agent Order Form. InsideView may change pricing for the Services by giving Sales Agent written notice of any changes in pricing at least thirty (30) days prior to the effective date of the change; provided, however, that with respect to any Customers already under binding Customer Sales Agent Agreements and any Customer prospects that have are pending under a recently-submitted Deal Registration at the time of Sales Agent’s receipt of such notice, the current pricing (prior to the change) shall remain in effect for the duration of the applicable then-current term of the existing Customer(s) as well as the first year term of the pending Customer described herein
  • 7.1.2 Invoices will be issued by InsideView and all Fees are due and payable within thirty (30) days of the date of the applicable invoice. InsideView may invoice Sales Agent separately for each Sales Agent Order Form or may utilize a single invoice for more than one Sales Agent Order Form (on each occasion, in its sole discretion).  Fees are due and payable to InsideView regardless of whether Sales Agent collects fees (in whole or in part) from Customers. All payments are non-refundable and may not be offset against other invoices or otherwise.  If InsideView must initiate a collections process to recover Fees, then Sales Agent shall be required to pay all attorneys’ fees and other costs associated with InsideView’s collections efforts.
  • 7.1.3 Taxes. InsideView shall have no liability for any sales, use, property or other taxes, customs charges, import fees or other costs assessed or charged by any governmental authority with respect to any sale or licensing of any of the Services to Customers, and Sales Agent shall indemnify and hold InsideView harmless from and against any such liability or obligation.

8. Limited Right and License to Use Trademarks.

Solely for the purposes of and during the Sales Agency Term, each Party hereby grants to the other Party a limited, revocable, non-exclusive, non-transferable, royalty-free license to use and display the name, logo, and/or taglines (“Marks”) in accordance with such Party’s trademark usage guidelines, as follows: Each Party may, at such Party’s discretion: (i) identify the other, i.e. as a ‘Sales Agent’ and describe the Parties’ business relationship in general terms, (ii) advertise via a hyperlink from an appropriate area within its website to the other Party’s home page, and (iii) display the other Party’s Marks on its web site, in each case solely in connection with marketing and sales of the Services in the Territory.

9. InsideView Proprietary Rights.

9.1. InsideView and its suppliers and licensors retain all right, title, interest, copyright and other proprietary rights in and to the Services, including all Content, and, including any improvements, modifications, translations and/or enhancements, and Sales Agent acknowledges and agrees that it does not acquire any rights, express or implied therein.

9.2. In the event that Sales Agent, or its Customers, make suggestions to InsideView regarding new features, functionality or performance that InsideView adopts for the Services, such new features, functionality or performance shall become the sole and exclusive property of InsideView, free from any restriction imposed upon InsideView.

9.3. Any and all references in the Agreement (including these Terms and any related Orders or other written documents executed by the Parties) to “purchase,” “sale” or “resale” or like terms hereunder, signify only the purchase, sale or resale of a license or a sub-license to use or access the Services pursuant to the terms of the Agreement or the applicable Customer-InsideView Agreement and no ownership rights are being conveyed to Sales Agent or Customer under the Agreement or otherwise.

10. Confidential Information.

As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of these Terms, pricing, sales figures and other terms in all Sales Agent Order Forms hereunder, the Services, Content, Marketing Materials, business and marketing plans, product roadmap, forecasts, technology and technical information, product designs, trade secrets and business processes. During the term of the Agreement, the Receiving Party shall hold in strict confidence and shall not disclose, use, transmit, inform or make available to any entity or individual, except as necessary to perform under these Terms, any Confidential Information of the Disclosing Party, including, but not limited to pricing plans and the sales figures related to Customers and customer prospects, whether written or otherwise. Each party agrees to take all such actions as are reasonably necessary and appropriate to preserve and protect such information.

10.1 Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party, or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

10.2 Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information pursuant to a valid order of a court or authorized government agency provided that the Receiving Party has given the disclosing party prompt notice so that the Disclosing Party will have an opportunity to defend, limit or protect against such disclosure.

10.3 Sales Agent shall return or destroy, all Confidential Information upon the earlier of (i) email request by InsideView and (ii) termination of the Agreement. In the case of destruction, Sales Agent shall certify in writing not later than 30 days following such request or termination, as applicable, that such destruction has been completed.

11. Term and Termination of Agreement.

11.1 The Agreement will commence as of the Effective Date stated in the Agreement and will continue for a period of one (1) year (the “Initial Sales Agency Term”) and will automatically renew for additional one (1) year terms (the Initial Sales Agency Term and any renewal term(s), collectively, the “Sales Agency Term”) unless and until terminated as set forth herein.

11.2 Termination for Convenience. Either party may terminate the Agreement, at any time effective upon, thirty (30) days written notice to the other party.

11.3 Termination for Cause. Either party may terminate the Agreement in its entirety upon written notice of termination to the other party (“Notice of Termination”) in the event (i) that the other party becomes insolvent, files for bankruptcy, whether voluntary or involuntary and/or (ii) that the other party materially breaches the Agreement (including without limitation these Terms) or fails to make payment when due, and such breach remains uncured for thirty (30) days following written notice of breach by the non-breaching party.

11.4 Effective Upon Notice of Termination. As of the date of the Notice of Termination by either Party (regardless of the actual termination date), Sales Agent (i) may not submit any Sales Agent Order Forms to InsideView for counter-signature, and (ii) will not permit renewal of any existing Customer-Sales Agent Agreements (whether by auto-renewal or otherwise).

11.5 Effects of Termination. Upon termination of the Agreement: (i) all licenses and rights granted to Sales Agent shall terminate, (ii) Sales Agent shall refrain from all marketing and other representations of being a distributor of or agent for the Services, and (iii) InsideView shall, pursuant to the Customer-InsideView Agreement, continue to provide the Services to those Customers identified in Sales Agent Order Forms executed by the Parties prior to Notice of Termination for the duration of the Customer Term for which Sales Agent has already fully paid InsideView.

11.6 Survival. Sections 6.3 (“Sales Agent Indemnity”), 7.1 (“Fees and Payment Terms”), 9 (“InsideView Proprietary Rights, 10 (“Confidentiality”), 11.5 (“Effect of Termination”), 11.6 (“Survival”), 12 (“Limitation of Liability”), 13 (“Warranty Disclaimer”), and 14 (“General”) shall survive the termination of the Agreement.

12. LIMITATION OF LIABILITY.

EXCEPT FOR EITHER PARTY’S OBLIGATIONS UNDER SECTION 10 (“CONFIDENTIALITY”), OR SALES AGENT’S BREACH OF SECTIONS 2 (LICENSE AND LIMITATIONS), 6.3 (“SALES AGENT INDEMNITY”), 9 (“INSIDEVIEW PROPRIETARY RIGHTS”) AND SALES AGENT REPRESENTATIONS AND WARRANTIES, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT PAID BY SALES AGENT IN THE TWELVE MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION AROSE.  IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

13. WARRANTY DISCLAIMER.

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS.  INSIDEVIEW HEREBY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, RELIABILITY AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEITHER PARTY WARRANTS THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR COMPLETELY SECURE.

14. General.

14.1 Relationship Between the Parties. The parties undertake their respective obligations under the Agreement as independent contractors. The Agreement does not, and is not intended to, create any employment, agency, franchise, joint venture, legal partnership or other similar legal relationship between InsideView and Sales Agent.  Except as expressly stated in these Terms, neither party will have any right or authority to act on behalf of or to bind, the other party and neither party will represent to any third party that it has such right or authority.

14.2. Compliance with Law and Regulations.  Sales Agent shall act in strict compliance with all applicable laws, ordinances, regulations and other requirements of any government authority pertaining to Sales Agent’s activities under the Agreement and under the Customer-Sales Agent Agreements and shall provide, pay for, and keep in good standing all permits, licenses or other consents necessary for such activities. Sales Agent shall comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and the anti-corruption laws of other countries, to the extent applicable.  Sales Agent hereby represents and warrants that, in its performance under the Agreement Sales Agent has not, and will not at any time, directly or indirectly (through any other third party), pay, offer, give or promise to pay or give, or authorize the payment of, any monies or any other thing of value to influence the improper performance of any individual government officials and employees of state-owned enterprises.  Sales Agent shall promptly inform InsideView in writing upon becoming aware of any violations of laws in connection with the Agreement.  Sales Agent hereby acknowledges and agrees that any violation of the obligations in this Section 14.2 will constitute a material breach of the Agreement.  In the event of such a violation, InsideView will have the right to terminate the Agreement, without any liability whatsoever to Sales Agent, immediately upon providing written notice of termination to Sales Agent.  Termination of the Agreement by InsideView under this Section 14.2 shall be in addition to, and not in lieu of, InsideView’s other legal rights and remedies.  Sales Agent will conduct regular training sessions to ensure that its employees, third parties, and anyone working on behalf of Sales Agent in the performance of its obligations under the Agreement are aware of and abide by all applicable laws and regulations

14.3. Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under the Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, via overnight courier, or mailed (certified or registered mail, return receipt requested).   Such notice will be deemed to have been given as of the date delivered.

14.4. Governing Law, Jurisdiction. The Agreement (including these Terms) will be governed by the laws of the State of California without reference to conflict of law principles.  All disputes arising out of or related to it, will be subject to the exclusive jurisdiction of the state courts located in San Francisco, California, and the federal courts located in the Northern District of California, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

14.5. Assignment. Sales Agent may not assign the Agreement without the prior written consent from InsideView in its sole discretion.

14.6. Entire Agreement. The Agreement (including these Terms) together constitute the entire agreement between the parties relating to the subject matter hereof and all prior proposals, agreements, and representations between them, whether written or oral.  These Terms may not be modified except by express written mutual agreement signed by both parties. The failure of either party to enforce its rights under the Agreement at any time for any period shall not be construed as a waiver of such rights.  If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms will continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.