Terms of Service

Last updated: January 1, 2025

Agreement to Terms of Service

These Terms and Conditions of Service (the “Terms of Service”) apply to the Inscriptiv contract management platform (the “Inscriptiv Platform”) which is currently provided at www.inscriptiv.com (the “Inscriptiv Website”) and any other tools or features provided thereon (collectively, the “Inscriptiv Services”). The Inscriptiv Services are the property of Inscriptiv, Inc. (“Inscriptiv”). BY USING THE INSCRIPTIV SERVICES, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE, DO NOT USE THE INSCRIPTIV SERVICES.

Inscriptiv reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Inscriptiv Services following the posting of changes will mean that you accept and agree to the changes.

Description of the Inscriptiv Services

The Inscriptiv Platform is a document management platform designed specifically for labor unions. You may use the Inscriptiv Platform to store, manage, annotate and share files.

The Inscriptiv Services are designed cooperatively with labor partners and is built using a sustainable, cooperative model grounded in respect, shared ownership and transparency, motivated by growing our power rather than profit.

Access Rights and Restrictions

The Inscriptiv Services are not authorized for use by any corporation, association, organization, or other person (collectively, an “entity”) that:

1. opposes the unionization of workers in any context, including but not limited to its own workforce (whether or not such workforce is covered by the protections of the National Labor Relations Act (the “NLRA”) and whether or not they are deemed independent contractors, employees, or any other categorization); for the avoidance of doubt, this provision is not intended to preclude licensing to an entity that is an employer of unionized workers and that exercises its established rights under the NLRA or other applicable labor laws in the resolution of a contract dispute; or
2. advocates in federal, state, or local bodies for anti-worker policies such as “right-to-work” legislation, referenda, or other measures.

Additionally, the Inscriptiv Services are not authorized for use for any purpose that:

1. opposes or diminishes in a material respect the rights or ability of working people to form unions and bargain collectively with their employers; or
2. seeks to interfere with a union’s established collective bargaining relationship with an employee that has either been recognized by the employer or has been certified by the National Labor Relations Board or other federal or state agency as the collective bargaining representative for the employee.

Subject to your compliance with the Terms of Service, Inscriptiv grants you a non-exclusive, non-transferable, limited right to access and use the Inscriptiv Services. You agree that you will not use, or attempt to use, the Inscriptiv Services for anything other than the Purpose. If you are or become an unauthorized entity or you use the Inscriptiv Services for an unauthorized purpose (as defined above), your right to access and use the Inscriptiv Services will be immediately terminated.

You further agree not to: (a) alter the Inscriptiv Services in any way; (b) disassemble, decompile, reverse-engineer or create derivative works of the Inscriptiv Services; (c) remove any notices from the Inscriptiv Services including any copyright or trademark notice; (d) use the Inscriptiv Services for any unlawful or criminal purpose, including but not limited to, storing, reproducing or distributing any content in violation of any law or third-party’s intellectual property rights; or (e) gain or attempt to gain unauthorized access to the Inscriptiv Services.

Your Use of the Inscriptiv Services

To access the Inscriptiv Services, you must have a user account. When you create a user account to access the Inscriptiv Services, you must provide true, accurate, current and complete information about yourself including, but not limited to, your full legal name and email address. You also agree that you will correct or update any information associated with your user account that is untrue, inaccurate, outdated, or incomplete. If Inscriptiv has reasonable grounds to suspect that any information associated with your user account is untrue, inaccurate, outdated, or incomplete, Inscriptiv may disable your user account and prevent you from using the Inscriptiv Services.

You are responsible for your use of the Inscriptiv Services and for all content you may create, modify, store, share or otherwise manage using the Inscriptiv Services. If Inscriptiv becomes aware that you are using the Inscriptiv Services for an improper purpose or to create, modify, store, share or otherwise manage content that violates any provision of the Terms of Service or any third party right, Inscriptiv may disable your user account and/or remove or disable access to any content associated with your user account.

Subscription and Payment

Unless the parties separately agree to other terms, the following terms define your subscription to the Inscriptiv Services:

• You must provide a credit card number to which Inscriptiv can charge the monthly “Subscription Fees” for your access to the Inscriptiv Services.
• You may select between a monthly subscription or contact us to set up an annual subscription which will determine when you will be billed for the Subscription Fees.
  • With a monthly subscription, you will be billed each month for that month’s Subscription Fee.
  • With an annual subscription, you will be billed at the beginning of the year for the total of all Subscription Fees for that year. The amount of the Subscription Fees for an annual subscription will be calculated based on a specified number of files you plan to store during the year. For example, if you specify that you plan to store 100 files, your monthly Subscription Fee would be $800 and you would be billed $9,600 ($800 * 12 months) at the beginning of the year. If, during the year for which you have prepaid your Subscription Fees, you exceed your Storage Tier in any month, you will be charged an “Overage Fee” for that month. The amount of the Overage Fee will be calculated on a per file basis for each file you store in excess of the number of files you specified. Continuing the same example, if you store 110 files during a month, the Overage Fee for that month will equal the number for excess files multiplied by the per file fee from the applicable Storage Teir (i.e., 10 files * $6 per file (Tier 2) = $60).
• The amount of each Subscription Fee is determined based on (1) whether your subscription is annual or monthly, (2) the applicable Storage Tier and (3) the number of files you have stored during the month for which the Subscription Fee is calculated as follows:
  • Tier 1 – Up to 100 Files
    • $8 per file per month (annual subscription)
    • $10 per file per month (monthly subscription)
  • Tier 2 – Up to 250 Files
    • $6 per file per month (annual subscription)
    • $8 per file per month (monthly subscription)
  • Tier 3 – Unlimited Files
    • $4 per file per month (annual subscription)
    • $5 per file per month (monthly subscription)
• Unless you request cancellation, your annual or monthly subscription will automatically renew each year or month respectively. If you cancel your subscription, the cancellation will not go into effect until the completion of the then current annual or monthly subscription term.

Personal Information and Privacy

Personal information you provide to Inscriptiv through the Inscriptiv Services is governed by the Inscriptiv Privacy Policy. Your election to use the Inscriptiv Services indicates your acceptance of the terms of the Inscriptiv Privacy Policy available at www.inscriptiv.com/privacy. You are responsible for maintaining the confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform Inscriptiv immediately of any unauthorized use of your user account.

User Content

You may upload, store, manage and share contracts, other documents or similar content (“User Content”) using the Inscriptiv Services. However, you shall be solely responsible for your User Content and the consequences of its storage, transmission or publication. Inscriptiv takes no responsibility, whatsoever, for your User Content or how you may choose to share your User Content. Inscriptiv also shall not be responsible for any unintended viewing of or access to your User Content.

You may receive or otherwise access User Content from other users of the Inscriptiv Services. Inscriptiv takes no responsibility, whatsoever, for any such User Content or for how you may rely on such User Content.

By maintaining User Content in the Inscriptiv Platform, you authorize Inscriptiv to access your User Content solely for research purposes or to analyze the functionality of the Inscriptiv Services. As an example, you authorize Inscriptiv to aggregate your User Content with other users’ User Content and to publish the aggregated User Content if the aggregated User Content is anonymized. This could include, for instance, a percentage of contracts that are set to expire in a given month or year.

Content Provided by Inscriptiv

The Inscriptiv Services may provide access to contracts, other documents or similar content that is not associated with any user (“Inscriptiv Content”). All Inscriptiv Content is provided for informational purposes only. Although Inscriptiv strives to ensure that the Inscriptiv Content is helpful to you for the Purpose, Inscriptiv makes no representations or warranties that any Inscriptiv Content is accurate, complete, up-to-date or compliant with any law, regulation or rule.

Inscriptiv’s Intellectual Property

You acknowledge Inscriptiv’s intellectual property rights in the Inscriptiv Services and the Inscriptiv Content and agree not to challenge such rights.

Impersonation or Unauthorized Access

You may not impersonate another person or entity or misrepresent your affiliation with a person or entity while using the Inscriptiv Services. You may not use or attempt to use another person’s account or personal information to gain access to the Inscriptiv Services. You may not attempt to gain unauthorized access to Inscriptiv, or to the computer systems or networks connected to Inscriptiv, through hacking, password mining, or any other means.

Inactive/De-Activated User Accounts Policy

Subject to any applicable subscription agreement, Inscriptiv reserves the right to terminate any user account that is inactive for a continuous period of 180 days. Inscriptiv also reserves the right to terminate any user account that is in violation of the Terms of Service or for which any applicable payment has not been made. In the event a user account is terminated, Inscriptiv may cease maintaining any data or content associated with the terminated user account.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE INSCRIPTIV SERVICES IS AT YOUR SOLE RISK. THE INSCRIPTIV SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. INSCRIPTIV EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMPLIANCE, ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INSCRIPTIV MAKES NO WARRANTY THAT THE INSCRIPTIV SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT YOUR USE OF THE INSCRIPTIV SERVICES WILL RESULT IN YOUR COMPLIANCE WITH ANY REGULATION, RULE, LAW OR GOAL. YOUR USE OF ANY INSCRIPTIV CONTENT SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM YOUR RELIANCE ON ANY INSCRIPTIV CONTENT. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM INSCRIPTIV, ITS SUPPORT TEAM, EMPLOYEES OR REPRESENTATIVES NOR ANY ACTION PERFORMED BY INSCRIPTIV, ITS SUPPORT TEAM, EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE. INSCRIPTIV DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE INSCRIPTIV SERVICES. YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE INSCRIPTIV SERVICES INCLUDING YOUR USE OF AND RELIANCE ON ANY USER CONTENT, INSCRIPTIV CONTENT OR ASSISTANCE FROM THE INSCRIPTIV SUPPORT TEAM. YOUR SOLE REMEDY AGAINST INSCRIPTIV FOR DISSATISFACTION WITH THE INSCRIPTIV SERVICES IS TO STOP USING THE INSCRIPTIV SERVICES. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Inscriptiv reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of the Inscriptiv Services, or any portion of the Inscriptiv Services, for any reason; (2) to modify or change the Inscriptiv Services, or any portion of the Inscriptiv Services; and (3) to interrupt the operation of the Inscriptiv Services, or any portion of the Inscriptiv Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT INSCRIPTIV SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE INSCRIPTIV SERVICES, EVEN IF INSCRIPTIV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL INSCRIPTIV’S ENTIRE LIABILITY TO YOU IN ANY RESPECT, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TO OBTAIN ACCESS TO THE INSCRIPTIV SERVICES.

Indemnification

You agree to indemnify and hold harmless Inscriptiv, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claim that you have used the Inscriptiv Services in violation of another party’s rights (including third party intellectual property rights), in violation of any law, in violation of any provisions of the Terms of Service, or any other claim related to your use of the Inscriptiv Services.

Arbitration

Any controversy or claim arising out of or relating to the Terms of Service shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be governed by the laws of Delaware without regard to its conflicts of laws provisions. Any judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, Inscriptiv may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Other Terms

Inscriptiv may transfer its rights under the Terms of Service to anyone at any time and for any reason and any such transfer will not impact your obligations under the Terms of Service.

No agency, partnership, joint venture or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect.

If any of the provisions of the Terms of Service are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the Terms of Service, so that the Terms of Service shall remain in full force and effect.

The Terms of Service (and when applicable, a CDC agreement) constitute the entire agreement between the parties with respect to your use of the Inscriptiv Services.