INSITE LEARNING MANAGEMENT SYSTEMS (LMS) TERMS & CONDITIONS

Last updated January 2024

The INSITE Learning Management Service (ILMS) is the property of ESM INSITE Inc.(ESM), and is protected by copyright, patent, trade secret and other intellectual property laws. ESM retain any and all rights, title and interest in and to the Service (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. Customer’s right to use the Service is limited to the rights expressly granted in this Agreement and the applicable Order Form(s). All rights not expressly granted to Customers are reserved and retained by ESM.

Grant Access

Subject to the terms and conditions of this Agreement, ESM hereby grants to Customer the non-exclusive, non-transferable (except as specified in SOW), worldwide, royalty-free right to access and use the Service during the Service Term in accordance with the terms of this Agreement and all applicable Order Form(s) and SOW (e.g., any transaction volume terms and limitations to particular Customer legal entities, business units, projects, brands, products and/or services set forth therein).

Use Restrictions 

During the term of this Agreement or any Order Form or SOW, Customer must not, without ESM’s prior written consent, cause or permit the: (a) use, copying, modification, rental, lease, sublease, sublicense, transfer or other commercial exploitation of, or other third party access to, any element of the Service, except to the extent expressly permitted by this Agreement; provided via interfaces, portal applications and the like, solely for Customer’s internal business purposes in accordance with the applicable Order Form; (b) creation of any modifications or derivative works of the Service; (c) reverse engineering of the Service; (d) gaining of unauthorized access to the Service or its related systems or networks (for example, by impersonation of another user of the Service or provision of false identity information); (e) interference with or disruption of the integrity or performance of the Service or the data contained therein (for example, via unauthorized benchmark testing or penetration testing); (f) sending, storing or use of any Data in connection with the Service for which Customer lacks sufficient ownership or other rights; (g) sending of spam or otherwise duplicative or unsolicited messages in violation of applicable law; (h) sending or storing of infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material in connection with the Service (including, without limitation, any material violative of third party privacy rights); or (i) intentionally sending or storing of any material containing any viruses, worms, trojan horses or other malicious or harmful computer code, files, scripts, agents or programs in connection with the Service. This provision includes sharing login access to ESM Technology or ESM supplied content contained therein.

You and your authorized users will need to set up an account and maintain internet access to use the service. 

You and Your Authorized Users will need Internet access and may need to create or log into an account to use the Service and ESM reserves the right to require that. You agree that you and Your Authorized Users will not share any user ID or passwords. You agree you will not allow anyone else to access your account (except as expressly allowed by these Terms) or do anything else that might jeopardize the security of your account. You will be solely responsible for arranging and paying any cost for Internet or other network access, equipment, software, services and other resources required for you to access and/or use the service, including, without limitation, Internet service provider fees, telecommunications fees, and the costs of any equipment and third-party software (including, without limitation, encryption and other security technology). ESM will not be responsible for the support of your access and will not be responsible for the reliability, security or performance of any access if documented technical requirements are not met.