1. Eligibility and Acceptable Use 

You must be at least 18 years old and able to form a binding contract to use the Site. By using the Site, you represent that you meet these requirements. 

You agree not to: 

• Use the Site in violation of any applicable law or regulation. 

• Infringe the intellectual property, privacy, or other rights of any party. 

• Upload or transmit malicious code, viruses, or harmful content. 

• Probe, scan, or test the vulnerability of the Site, or breach security or authentication measures. 

• Use automated means (scrapers, bots, crawlers) to access the Site, except for publicly available robots.txt-permitted indexing. 

• Reverse engineer, decompile, or attempt to derive source code from any part of the Site. 

• Use the Site to develop a competing product or to conduct unauthorized competitive analysis that interferes with the operation or integrity of the Site. 

• Submit Protected Health Information (PHI), payment card data, government identifiers, or other sensitive personal data through the Site’s public forms. 

We may suspend or terminate your access for any violation, with or without notice. 

2. Accounts 

​Some Site features require an account. You are responsible for safeguarding your credentials and for all activity under your account. You agree to notify us immediately at security@insightally.ai of any unauthorized use. We may disable any account at our discretion, including for suspected fraud, security risk, or violation of these Terms. 

3. Self-Service Subscriptions and Payment 

This Section 3 applies only to self-service subscriptions purchased through the Site. Enterprise subscriptions are governed by the Customer Agreement. 

• Fees. All fees are stated at the point of purchase and are due in advance unless otherwise agreed in writing. 

• Auto-renewal. Subscriptions automatically renew for successive periods equal to the initial term unless cancelled at least 30 days before the end of the then-current term. 

• Taxes. Fees exclude all taxes, levies, and duties. You are responsible for sales, use, VAT, GST, and similar taxes, other than taxes on InsightAlly’s net income. 

• Late payment. Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may suspend access for non-payment after 10 days’ notice. 

• No refunds. All fees are non-refundable except as required by law or expressly stated otherwise. 

• Pricing changes. We may change pricing for renewal terms with at least 30 days’ notice before the renewal date. 

4. Intellectual Property 

4.1 InsightAlly IP 

The Site, the InsightAlly platform, and all underlying software, technology, models, prompts, configurations, workflows, documentation, trademarks, and content are owned by or licensed to InsightAlly and protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site solely as permitted by these Terms. 

All rights not expressly granted are reserved. No rights are granted by implication, estoppel, or otherwise. 

4.2 Customer Data 

As between you and InsightAlly, you retain all right, title, and interest in and to data you submit to the Site (“Customer Data”). You grant InsightAlly a limited, worldwide, royalty-free license to host, process, and use Customer Data solely to provide and support the Site and as authorized by you. 

4.3 Outputs 

Subject to your payment of applicable fees and these Terms, you own the outputs generated for you through your use of the Site that are based on your inputs (“Outputs”), excluding any pre-existing InsightAlly IP, third-party content, or generally applicable models, methods, or improvements. You are responsible for evaluating Outputs for accuracy and suitability before relying on them. 

4.4 Aggregated and De-Identified Data 

We may create aggregated, anonymized, or de-identified data from Customer Data and Outputs (“Aggregated Data”) and use it for any lawful business purpose, including improving our products, benchmarking, research, and analytics. Aggregated Data does not identify you, your users, or any individual, and PHI is de-identified in accordance with 45 CFR § 164.514 before being treated as Aggregated Data. 

4.5 Feedback 

If you provide feedback, suggestions, or ideas about the Site, you grant InsightAlly a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose without obligation to you. 

4.6 No AI Training on Customer Data 

Consistent with our Privacy Policy, we do not use Customer Data, Outputs, or PHI to train, fine-tune, or improve public or third-party foundation AI models. Internal model development uses only de-identified, aggregated, or expressly authorized data. 

5. AI Features and Outputs 

The Site may include features powered by artificial intelligence and large language models. You acknowledge: 

• AI Outputs may contain errors, omissions, or inaccuracies and should not be relied upon without independent review. 

• AI Outputs are not legal, medical, financial, or other professional advice. 

• You are responsible for reviewing AI Outputs before using them in any decision affecting an individual. 

• You are responsible for the configuration of workflows and for decisions taken based on Outputs generated through the Site. 

• InsightAlly is designed to support human-reviewed decision workflows and does not independently execute solely automated decisions that produce legal or similarly significant effects on individuals. Any such decision configured by you is your responsibility under GDPR Article 22, CCPA/CPRA, the Colorado AI Act, and similar laws. 

6. Confidentiality 

Each party (the “Receiving Party”) agrees to protect the confidential information of the other party (the “Disclosing Party”) using the same care it uses for its own confidential information, but no less than reasonable care, and not to disclose it to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these Terms. Confidential information does not include information that is publicly known, independently developed, lawfully received from a third party, or required to be disclosed by law (with prompt notice to the Disclosing Party where permitted). This Section survives termination. 

7. Privacy and HIPAA 

Our handling of personal information is described in our Privacy Policy at https://www.insightally.ai/privacy. Where InsightAlly processes Protected Health Information as defined under HIPAA, the parties will execute a Business Associate Agreement (BAA) before any such processing. The BAA controls with respect to PHI and prevails over any conflicting provision of these Terms. 

Do not submit PHI through the Site’s public forms or to addresses other than those designated under an executed BAA. 

8. Security 

We maintain administrative, physical, and technical safeguards designed to protect the Site and Customer Data, as described in our Privacy Policy. No system is fully secure. You are responsible for the security of your own systems, credentials, and the data you submit. 

9. Third-Party Services and Subprocessors 

The Site may interoperate with third-party services or contain links to third-party websites. We are not responsible for the content, privacy practices, or availability of third parties. Your use of a third-party service is governed by that party’s terms. 

We use subprocessors to support the Site, including hosting providers and AI model providers, contracted with confidentiality and data protection obligations and, for AI model providers, zero-retention or no-training terms. A current list is available at https://www.insightally.ai/subprocessors. 

10. Beta and Early-Access Features 

From time to time we may make features available on a beta, preview, evaluation, or early-access basis (“Beta Features”). Beta Features are provided “AS IS” without warranty of any kind, may be changed or discontinued at any time, and are not subject to any service level commitment. Use of Beta Features is at your sole risk. 

11. Disclaimer of Warranties 

THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. INSIGHTALLY DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS, OR THAT AI OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED. 

12. Limitation of Liability 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

THE TOTAL CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO INSIGHTALLY FOR THE SITE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). 

Excluded from the cap and the consequential damages exclusion (the “Super-Cap Carve-Outs”): 

• Each party’s indemnification obligations. 

• Breach of confidentiality obligations. 

• Breach of Section 4 (Intellectual Property), including a party’s infringement or misappropriation of the other party’s IP. 

• A party’s gross negligence, willful misconduct, or fraud. 

• Your payment obligations. 

• Your violation of Section 1 (Eligibility and Acceptable Use). 

The parties agree that the limitations in this Section are a fundamental basis of the bargain and apply even if a remedy fails of its essential purpose. 

13. Indemnification 

13.1 By You 

You will defend, indemnify, and hold harmless InsightAlly and its officers, directors, employees, and agents from and against any third-party claim, and any resulting losses, damages, liabilities, settlements, and reasonable attorneys’ fees, arising out of (a) your violation of these Terms, (b) your violation of applicable law, (c) your infringement or misappropriation of any third-party right, or (d) Customer Data you submit to the Site. 

13.2 By InsightAlly 

InsightAlly will defend, indemnify, and hold harmless you from and against any third-party claim alleging that the Site, as provided by InsightAlly and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret. InsightAlly has no obligation under this Section 13.2 for claims arising from (i) modifications to the Site not made by InsightAlly, (ii) combination of the Site with products or data not provided by InsightAlly where the claim would not have arisen but for the combination, (iii) Customer Data, (iv) Beta Features, or (v) use of the Site in violation of these Terms. 

If the Site becomes, or in InsightAlly’s reasonable opinion is likely to become, the subject of an infringement claim, InsightAlly may, at its option: (1) procure the right for you to continue using the Site; (2) modify or replace the Site to be non-infringing without material loss of functionality; or (3) terminate your access and refund any prepaid, unused fees. The foregoing states InsightAlly’s sole liability and your sole remedy for IP infringement claims. 

13.3 Procedure 

The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) provide reasonable cooperation at the indemnifying party’s expense, and (c) allow the indemnifying party to control the defense and settlement, provided that no settlement may impose any non-monetary obligation on the indemnified party without its consent. 

14. Termination 

Either party may terminate access at any time with reasonable notice, or immediately for material breach not cured within 30 days of written notice (10 days for non-payment). Upon termination: 

• Your right to access the Site ceases. 

• You may export Customer Data through the Site’s export functionality, where available, for 30 days following termination, after which Customer Data may be deleted in accordance with our Privacy Policy. 

• Sections that by their nature should survive termination will survive, including Sections 4 (Intellectual Property), 6 (Confidentiality), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Termination), 15 (Governing Law and Disputes), and 16 (General). 

15. Governing Law and Disputes 

These Terms are governed by the laws of the State of Texas, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 

15.1 Informal Resolution 

Before filing a formal proceeding, the parties will attempt in good faith to resolve any dispute by escalation to senior management for at least 30 days following written notice of the dispute. 

15.2 Arbitration 

Any unresolved dispute will be finally settled by binding arbitration administered by JAMS under its Streamlined Arbitration Rules, before a single arbitrator, in Dallas, Texas, in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or equitable relief in a court of competent jurisdiction without breaching this Section. 

15.3 Enterprise Customers Override 

This Section 15.2 does not apply if you have entered into a Customer Agreement that specifies a different dispute resolution mechanism, in which case the Customer Agreement controls. 

15.4 Class Action Waiver 

Each party waives any right to participate in a class action or class-wide arbitration. Disputes will be resolved on an individual basis only. 

​

16. General 

16.1 Entire Agreement 

These Terms, together with the Privacy Policy and any Customer Agreement, constitute the entire agreement between the parties regarding the Site and supersede all prior agreements on the subject. 

16.2 Assignment 

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets. 

16.3 Force Majeure 

Neither party is liable for any delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or utility failures, governmental action, pandemic, or third-party service outages. 

16.4 Notices 

Notices to InsightAlly must be sent to legal@insightally.ai with a copy to [Street Address], Texas, USA. Notices to you may be sent to the email address associated with your account. 

16.5 Export Control and Sanctions 

You will comply with all applicable U.S. and other export, sanctions, and anti-corruption laws, including the Export Administration Regulations and OFAC sanctions programs. You represent that you are not located in, and will not use the Site from, a country subject to comprehensive U.S. embargoes, and that you are not a sanctioned person. 

16.6 Government Users 

The Site is “commercial computer software” under FAR 12.212 and DFARS 227.7202. Use by U.S. government end users is subject only to the rights granted under these Terms. 

16.7 Publicity 

Neither party will use the other’s name, logo, or trademarks in publicity, marketing, or advertising without prior written consent, except that InsightAlly may identify you as a customer in customer lists and on its website (which permission is revocable on written request). 

16.8 Severability and Waiver 

If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A waiver must be in writing, and a waiver on one occasion is not a waiver on any future occasion. 

16.9 No Third-Party Beneficiaries 

These Terms do not create third-party beneficiary rights. 

16.10 Independent Contractors 

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship. 

16.11 Changes to These Terms 

We may update these Terms from time to time. The “Last Updated” date reflects the most recent revision. Material changes will be communicated through the Site or by email at least 30 days before they take effect, where required. Continued use after the effective date constitutes acceptance. 

17. Contact 

InsightAlly, Inc. 

Attn: Legal 

Email: legal@insightally.ai 

Security: security@insightally.ai 

Privacy: privacy@insightally.ai 

Website: https://www.insightally.ai/