TERMS AND CONDITIONS
By accessing or using the Platform, you agree to be legally bound by these Terms.
Please read this document carefully before using the Platform.
These Insight X-ray Terms and Conditions (the “Terms”) is a legally binding agreement by and between an individual user or entity (“you”, “your”, and “user”) accessing or using the website www.insightxray.com, the software application ‘Insight X-ray’, and the related services (collectively, the “Platform”) and the owner and operator of the Platform, namely, Mind Kern Inc having an address at 70 Nathan Street, White Plains, Quezon City, Philippines 1110 (“we,” “us,” and “our”). These Terms apply to the Platform only; the Terms do not apply to any third-party software, websites, and services integrated with the Platform. You must agree to all provisions of these Terms to be eligible to access or use the Platform. If you do not agree with one or more provisions of these Terms, you are not allowed to use the Platform.
1. Accounts
Section 1 provides an overview of the requirements that you must meet before registering your user account on the Platform.
1.1 Registration and acceptance. To use the full functionality of the Platform, you must create a user account (the “Account”) that corresponds to your role on the Platform: (i) if you intend to use the Platform for creating, setting up, and uploading various types of assessments or questionnaires for your respective customers, you will be deemed a ‘creator’ on the Platform (the “Creator”) and you must register a Creator Account; (ii) if you intend to use the Platform for completing assessments and questionnaires provided by the Creator, you will be deemed a ‘respondent’ on the Platform (the “Respondent”) and you must register a Respondent Account. During the registration process, you will be asked to submit your personal details, read the our Privacy Policy, and accept these Terms. We reserve the right to decline the registration of any Account for any reason whatsoever, at our sole discretion.
1.2 Account eligibility. By registering the Account, you acknowledge and agree that:
i.You have read the documents specified in section 1.1 and agree to abide by them;
ii. You agree to comply with all provisions of these Terms and all applicable laws;
iii. You have the capacity to conclude legally binding agreements;
iv. You will provide full, complete, and accurate information, including personal data, and agree to amend it as soon as any changes occur;
v. You will be solely responsible for any activity that occurs through your Account and you shall not hold us liable in this regard, for any reason whatsoever;
vi. You are not under any type of judicial interdiction;
vii. You will register a single Account (multiple Accounts registered by the same person or entity are not allowed); and
viii. You are a human individual and not a machine (machine-generated Accounts are not allowed).
1.3 Authorisation. If you act on behalf of a business entity in accepting these Terms or registering the Account, you warrant and undertake that you have the requisite power and authority to act on behalf of that entity and bind the entity to these Terms. By creating the Account and providing details of a business entity, you confirm that you are an authorised employee, contractor, or representative of the business entity and have the necessary rights and authority to act on behalf of that entity. We are not responsible in any manner and bear no liability for your activities carried out without such authorisation.
1.4 The Profile. To complete the registration of the Account, you will be requested to complete your user profile (the “Profile”). You acknowledge and agree the Profile can be visible to other users of the Platform and Internet users, unless you adjust your privacy settings accordingly. You must (i) provide true, complete, accurate, and up-to-date information when completing your Profile and (ii) update the Profile information as soon as any changes thereto occur. You are not allowed to provide any information about yourself or any third parties that is false, misleading, defamatory, or erroneous. We do not verify all Profile information and, therefore, we are not responsible for the truthfulness, completeness, and accuracy of the said information. We reserve the right to suspend or terminate any Account or Profile that provides false or misleading information or otherwise violates
any provision of these Terms. The Platform provides general information about the users and displays the Profiles as created by the users. We do not endorse any users of the Platform and the Platform features only a limited list of the available service providers in the given area.
1.5 Identity and location verification. We reserve the right but are not under obligation to verify the Accounts and the Profiles, including, without limitation, verifying the identity, location, payment methods, and email addresses, during the registration of the Account or from time to time thereafter. The verification may include requesting official documents (e.g., government issued ID) confirming your identity, location, and authorisation to act on behalf of a business entity. You agree to supply us the requested information to keep your Account active. We reserve the right to temporarily suspend your Account during the verification process and terminate the Account if the verification fails.
2. Purpose of the Platform
Section 2 discusses the rules governing the relationship between us and the users.
2.1 Your relationship with us. We provide the Platform for the purpose of facilitating transactions between the Creators and the Respondents (collectively, the “Contractors”), including facilitating communication, interactions, and transactions between the Contractors (collectively, the “Transactions”). We do not intervene into the communication between the Contractors as well as negotiation, conclusion, and execution of the Transactions. Unless explicitly specified otherwise on the Platform, our responsibilities with regard to the Transactions are limited to facilitating the availability of the Platform. By using the Platform, you acknowledge and agree that the Contractors and not us are solely responsible for the Transactions and any information or warranties related thereto. We are not a party to the Transactions and, therefore, we are not liable for any direct, indirect, consequential or inconsequential loss or damage that results from the Transactions.
2.2 The Transactions. If the Contractors decide to enter into the Transaction through the Platform, the Transaction is the contractual relationship between the Contractors and the Contractors have complete discretion with regard to whether to enter into the Transaction and the terms of the Transaction. The Contractors acknowledge and agree that we are not a party to the Transaction and it does not create employment, partnership, joint venture, or other service relationships between the Contractors and us. The Contractors are entitled to (i) enter into additional agreements governing the Transactions (e.g., non-disclosure agreements) and (ii) agree on the terms and conditions of the Transactions, provided that (i) the agreed terms shall not expand or amend these Terms and (ii) in
case there is a conflict between the terms of the Transaction and these Terms, the Terms shall prevail.
2.3 Abuse of the Terms. The users agree to report any abuse related to these Terms without undue delay to us. We reserve the right but are not under any obligation to investigate the reported abuse and impose proportional sanctions on the user suspected to abuse. We shall not be responsible for any late or incorrect reporting of abuse.
2.4 Disputes between the users. We are not responsible for any disputes that arise between the users, nor are we obliged to receive or process complaints against the users of the Platform or resolve disputes between the users, unless the complaint concerns the performance of our legal or
contractual obligations under these Terms.
2.5 Feedback. You are entitled to leave feedback about other users of the Platform in the form of reviews, comments, indicators of satisfaction, or ratings (collectively, the “Feedback”). None of the references provided by us or the users of the Platform in relation to any user of the Platform, including the Feedback, represents endorsement, certification or guarantee about any user, as well as the information or services provided by that user. The said references are based solely on
unverified data that the users voluntarily provide; the Platform features references solely for the convenience of the users. The users acknowledge and agree that:
i. The Feedback will be available to all users of the Platform and a part of it may also be visible to the Internet users that are not registered on the Platform;
ii. The Feedback must not contain any false, misleading, defamatory or unlawfully disclosed information;
iii. We do not control, monitor, influence, contribute to or censor the Feedback;
iv. We are not responsible for the accuracy of the Feedback, even if the information in the Feedback violates these Terms;
v. We reserve the right but are not under any obligation to remove the Feedback that, in our sole judgement, violates these Terms or has an adverse effect on the reputation of the Platform or our business interests; and
vi. The Feedback cannot be used for making employment, credit, underwriting, or similar decisions regarding the users.
3. Service Fees
Section 3 describes the service fees payable by the Creators.
3.1 The Fees. Creators’ use of the paid services on the Platform is subject to the service fees payable by the Creators (the “Fees”). The Fees and payment terms related thereto are made available on the Platform or communicated to the Creator. By concluding a contract with us on the basis of these Terms, the Creator agrees to pay the Fees in accordance with these Terms and the terms and conditions in force at the moment the contract is concluded. The Fees remain valid for as long as they are indicated on the Platform or as communicated to the Creator. The Fees are subject to a change with or without a prior notice. Any changes to the Fees will be made available on the Platform and, if necessary, we will request the Creators to provide their consent to the amendments of the Fees.
3.2 Royalties and Commissions. All royalties of assessments created on this platform are owned by IX-Learndash. However, creators are free to subscribe to any of our paid plans to avail commissions.
3.3 Subscription-based Fees. The Fees may be payable on a subscription basis. If the Creator chooses to pay the Fees on a subscription basis, the Creator hereby acknowledges and agrees that: (i) the Creator will pay the Fees for each billing cycle; (ii) the Fees are billed at the beginning of each billing cycle as automatic recurring payments; and (iii) we will automatically renew the subscription plan based on its renewal cycle and automatically charge Creator’s payment method (e.g., credit card), unless the Creator cancels Creator’s subscription prior to the expiration of then current subscription term. If we cannot charge Creator’s payment method, Creator’s access to the paid services on the Platform shall automatically terminate.
3.4 Cancellation of subscription. Creator’s subscription must be cancelled at least 1 calendar month prior to expiration of the then-current billing period through the Creator Account to avoid automatic renewal and charge. If the Creator cancels Creator’s subscription plan later, the cancellation will not be guaranteed. Creator’s inactivity on the Platform does not substitute Creator’s request for the cancellation of the Creator’s subscription plan.
3.5 Taxes. Unless indicated otherwise on the Platform, the Fees include all applicable taxes (e.g., VAT and sales taxes), levies, or duties imposed by taxing authorities.
3.6 Payment processing. All payments related to the Platform including the Fees, are processed by our third-party payment processors (the “Payment Processors”). The Payment Processors are solely responsible for handling payments though the Platform. The Creator agrees not to hold us liable for payments that do not reach us because the Creator has quoted incorrect payment information or the chosen Payment Processor refused the payment for any other reason. The Payment Processors may collect personal data, which allows them to process the payments (e.g., name, billing address, and credit card details). The Payment Processors handle all steps in the payment process on their websites, including data collection and data processing. For the payment service agreements and policies, please refer to the website of the respective Payment Processor.
The list of the available Payment Processors may be modified by the Company at any time without notice.
3.7 Invoices. The invoices for the Fees charged by us are generated automatically and can be reviewed and downloaded through the Creator Account. The Creator are responsible for making sure that all information in respect to the Creator Account or provided during the checkout is accurate and up-to-date so that the invoices could be generated correctly. We accept no responsibility if the invoices are erroneous due to Creator’s failure to comply with these Terms.
3.8 Refunds. We may but are no under obligation to issue refunds for the Fees paid.
4. Records of Compliance
Section 4 states that you agree to make and keep all required records related to your use of the Platform.
4.1 You agree to create and maintain records that document your compliance with the Terms. Upon our request, you agree to provide copies of the said records to us or any third parties acting on our behalf. You are solely responsible for creating, maintaining, storing, and backing up your records. Nothing in these Terms is construed as a requirement for us to (i) monitor or assess your compliance with the Terms or the terms of the Transactions or (ii) store, backup, retain, or grant access to the records.
5. Warranty Disclaimer
Section 5 disclaims all warranties with regard to your use of the Platform.
5.1 We provide the Platform on “as available,” “as is,” and “with all faults” basis. To the extent permitted by the applicable law, we do not make any representations or warranties about the reliability, suitability, and accuracy, for any purpose, of the Platform, any content featured on the Platform, whether provider by us, the users, or by third parties, and hereby disclaim all warranties regarding the Platform and its operation. It is your sole responsibility to verify and assess the fit for the purpose of the Platform prior to using it and to decide whether or not the Platform fits for the
intended use.
5.2 By using the Platform, you acknowledge that we may use third-party suppliers to provide software, hardware, storage, networking, and other technological services. The acts and omissions of third-party suppliers may be outside of our reasonable control. To the maximum extent permitted by law, we exclude any liability for any loss or damage resulting from the acts and omissions of such third-party suppliers.
5.3 Nothing in these Terms shall affect any statutory rights that you are entitled to as a consumer and that you cannot contractually agree to alter or waive.
6. Limitation of Liability
Section 6 limits our liability with regard to the Platform.
6.1 Unless otherwise excluded or limited by the applicable law, we will not be liable for any damages, including, but not limited to, incidental, punitive, special or other related damages, arising out or in connection with your use of the Platform, any content made available through the Platform, whether provided by us, the users, or by third parties, or any Transactions.
7. Release
Section 7 states that you release us from legal claims.
7.1 You hereby absolutely and unconditionally release and forever discharge us and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which you have had, now have or have made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of these Terms, whether such claims, demands and causes of action are matured or unmatured or known or unknown.
8. Indemnification
Section 8 explains that you agree to defend us against all claims.
8.1 You hereby agree to indemnify, defend, save, and hold harmless us, our members, officers, directors, and other agents from and against all claims, liabilities, causes of action, damages, judgments, attorneys’ fees, court costs, and expenses which arise out of or are related to your use of the Platform, violation of the rights of a third party, failure to perform as required, or result form conduct while engaging in any activity outside the scope of these Terms before, during or after the termination of the Terms. This obligation of indemnification survives the expiration or termination of the Terms. You agree to cooperate with any and all litigation arising from or related to the Platform or us, as appropriate.
9. Term and Termination
Section 9 states when these Terms start, terminate, and are subject to amendment.
9.1 Term. The Terms shall commence on the day you accept them or start using the Platform and continue until you cease to use the Platform (e.g., by deleting the Account), unless terminated earlier by us.
9.2 Termination. We reserve the right, at our sole discretion with or without a notice to you, to terminate the Terms. The Terms shall be terminated automatically if you breach any provision of the Terms.
9.3 Amendments. We reserve the right to modify the Terms at any time, effective upon posting of an updated version on the Platform. Such amendments may be necessary due to the changes in the requirements of laws, regulations, new features of the Platform, or our business practices. We will send you a notification (if we have your email address) about any material amendments to the Terms that may be of importance to you. You are responsible for regularly reviewing the Terms to stay informed. Your continued use of the Platform after any changes shall constitute your consent to such changes. We also reserve the right to modify the services provided through the Platform at any time, at our sole discretion.
9.4 Account data on closure. Unless required otherwise by law, we will disable your access to the Account and any data related thereto (including, without limitation, your messages, files, or any content stored) upon closure of the Account for any reason. We will not have any liability whatsoever for your inability to access the Account and the said data.
9.5 Survival. After termination of the Terms, the provisions of the Terms that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect.
10. Disputes Between You And Us
Section 10 explains how disputes can be resolved and which law governs the Terms.
10.1 Dispute Resolution. You agree to resolve any disputes arising out of or relating to these Terms by means of negotiation with us. If the dispute cannot be resolved by means of negotiation, the dispute shall be submitted to the binding online arbitration. This Section 10.1 does not affect any statutory rights that you are entitled to as a consumer.
10.2 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the Philippines, without regard to its conflicts of law provisions.
11. Intellectual Property
11.1 Our Content. Most of the content available on the Platform, including all information, source code, data, logos, marks, designs, graphics, pictures, video files, sound files, illustrations, graphics, and similar (collectively, “Our Content”) is owned by us, our partners, agents, licensors, vendors,
and/or other content providers. Our Content is protected by applicable intellectual property laws and international treaties. You are not allowed, without obtaining prior written authorisation from us, to copy, distribute, make available, disassemble, make alterations, decompile, reverse engineer,
translate, adapt, rent, loan, use, lease or attempt to grant other rights to Our Content to third parties, or use any manual or automated means to scrape any content available on the Platform.
11.2 The Insight X-ray Brand. You may not use the brand, the word or figurative trademarks associated with the Platform, us, Insight X-ray, or third-party trademarks without prior consent of a trademark owner. You are not allowed to use such brands and trademarks in any way that suggests that we sponsor, endorse, or associate with you without obtaining prior written consent from us.
11.3 Third-party intellectual property. Some of the intellectual property assets, such as third-party trademarks, featured on the Platform may be owned by other third parties. Such third-party intellectual property does not belong to us and it remains the property of the respective third-party proprietors.
11.4 Copyright infringement claims. If you have any grounds to believe that any content available on the Platform violates your or third party’s intellectual property rights, please contact us and express your concerns or request to remove the allegedly infringing content. We will reply to your copyright infringement claim as soon as possible but no later than 2 weeks. Before sending your claim, please make sure that you sign it and include information that would allow us to locate the allegedly infringing content.
11.5 Your Content. You may upload and submit various content through the Platform (“Your Content”). However, IX-Learndash is entitled to determine what content we accept and distribute through the Program in our sole discretion. Please note that some of Your Content may become available to other users of the Platform (e.g., if you use the Platform as the Creator, the Respondents will be able to see some of Your Content). Therefore, you must (i) exercise your due diligence when uploading Your Content onto the Platform (ii) make sure that it is high quality (iii) not malicious, derogatory, or offensive (iv) not to make any sensitive information publicly available to other users of the Platform, and (v) make sure that, by uploading Your Content onto the Platform, you comply with these Terms and all applicable laws, including intellectual property laws. You grant us unrestricted, sub-licensable, royalty-free, perpetual, and irrevocable rights to use, distribute, advertise, adapt, remix, modify, publicly display, publicly perform, excerpt, prepare derivative works of, and reproduce Your Content for the purposes of carrying out our legitimate business interests. We reserve the right, at our sole discretion, to refuse to upload, modify, delete, or remove Your Content, in whole or in part, that violates these Terms or may harm the reputation of the Platform. Your Content includes your personal views and recommendations. None of Your Content reflects our views, recommendations, endorsement, or any commitments related thereto.
12. Final Provisions
12.1 Entire agreement. These Terms, together with the documents referred to therein, represent the entire agreement between you and us regarding your use of the Platform and your relationship with us.
12.2 Waiver. A failure of either party to the Terms to enforce a provision of the Terms shall in no event be considered a waiver of any part of such provision. No waiver by either party of any breach or default by the other party shall operate as a waiver of any succeeding breach or other default or
breach by such other party. No waiver shall have any effect unless it is specific, irrevocable and in writing.
12.3 Assignability. You are not allowed to assign your rights under the Terms. We are entitled to transfer our rights and obligations under the Terms entirely or partially to a third party by giving a prior notice to you. If you do not agree to the transfer, you can terminate the Terms with immediate effect by deleting the Account and stopping to use the Platform.
12.4 Severability. To the extent that any provision of the Terms is deemed unenforceable, all remaining provisions of the Terms shall not be affected thereby and shall remain in full force and effect.
12.5 Force majeure. The availability of the Platform may be affected by factors, which we cannot reasonably control, such as bandwidth problems, equipment failure, acts and omissions of our third-party service providers, or force majeure events; we take no responsibility for the unavailability of
the Platform caused by such factors.
12.6 Prevailing language. The English language version of the Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions.
12.7 Electronic records. Any notices related to your use of the Platform shall be delivered electronically and not in paper form. You hereby agree to receive the said notices in electronic form.