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Terms of Service

Terms of Service

These Terms of Use constitute a contract by and between Innov8 LLC (“Innov8”) and any person or entity who uses our products and/or services (collectively “Services”) or who agrees to use our Services (“you”) (each a “Party” and collectively the “Parties”).  You may agree to use Innov8’s Services when you sign up to use the Services through our Website or when you sign a separate agreement regarding the Services.  These Terms of Use govern your use of Innov8’s Services, unless you sign a separate agreement regarding the Services, and is effective when you begin using the Services or when you agree to use the Services, whichever is earlier (“Effective Date”).  If the Parties sign a separate agreement regarding the Services, the separate agreement will control.

By using the Services or agreeing to use the Services, you agree to these Terms of Use, and you agree that they cannot be modified in any way, unless the Parties otherwise agree in writing.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

If you are agreeing to these Terms of Use on behalf of an entity, you represent that you have the authority to bind the entity and that the entity agrees to these Terms of Use.  IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF USE ON BEHALF OF THE ENTITY OR THE ENTITY DOES NOT AGREE TO THESE TERMS OF USE, NEITHER YOU NOR THE ENTITY MAY USE THE SERVICES.

Innov8 may modify these Terms of Use, including any of the policies and agreements associated with these Terms of Use, at any time, with or without notice.  Any changes to these Terms of Use, including any of the policies and agreements associated with these Terms of Use, will be effective immediately upon being posted.  By continuing to use the Services after such changes are posted, you agree to such changes.  IF YOU DO NOT AGREE TO SUCH CHANGES, YOU MAY NOT CONTINUE TO USE THE SERVICES.

SERVICES

The Services include the Innov8 website (“Website”), where applicable below.

Innov8 may modify any aspect of the Services at any time, with or without notice.  Innov8 makes no representations as to whether any information regarding any aspect of the Services is current and undertakes no obligation to update such information.

You agree that the Service does not grant you any rights regarding the the Services, including any intellectual property rights, and does not include any right to copy, distribute, modify, or otherwise use the Services in any way.  Nor does the Service include any right to make derivative works based on the Services.  Nor does the Service include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Services, unless the Parties otherwise agree in writing.

CONFIDENTIAL INFORMATION

The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship.  Either Party may disclose or receive Confidential Information under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”).  The Parties agree that the Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.

Confidential information may include information regarding:  (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties.  Confidential Information includes information in the above categories:  (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement.  Confidential Information does not include information:  (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.

The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to:  (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing.  The Receiving Party is responsible for any violation of the confidentiality provisions of these Terms of Use by any persons or entities who receive any Confidential Information from the Receiving Party.

If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information.  If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand.

Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information.  Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.

You understand that Innov8 does not wish to receive any Confidential Information that is not necessary for Innov8 to perform its obligations under this Agreement.  Innov8 will not treat such information as confidential, unless the Parties otherwise agree in writing.

INTELLECTUAL PROPERTY

Innov8 owns the Services and all right, title, and interest in and to any Intellectual Property relating to the Services, whether created by or on behalf of Innov8, including:  (a) all inventions, improvements, designs, configurations, symbols, names, slogans, literary works, artistic works, derivative works, and all ideas, discoveries, creations, and know-how of any kind relating to the Services; and (b) all patent, trademark, copyright, trade secret, and other intellectual property rights relating to the Services in any country in the world.  Innov8 owns such Intellectual Property, whether or not expressly specified in these Terms of Use, and whether or not created before, during, or after the Effective Date.  No license or other right in such Intellectual Property is granted by these Terms of Use, except as expressly provided in these Terms of Use.  Any violation of Innov8’s Intellectual Property rights may subject you to civil or criminal liability.

  • PATENTS
    Innov8’s patent rights include the subject matter described in any future patent applications.  You may not make, use, offer, or sell any products or services covered by our patent rights without our prior written permission.  All patent rights in third-party products or services used in connection with the Services are the property of their respective owners.
  • TRADEMARKS
    Innov8’s trademark rights include all trademarks identifying Innov8 and/or the Services.  You may not use any of Innov8’s trademarks without prior written permission, except as provided in these Terms of Use.  All other trademarks used in connection with the Services are the property of their respective owners.
  • COPYRIGHTS
    Innov8’s copyrights include all text, graphics, photographs, and/or videos associated with the Services, as well as the design, structure, arrangement, and “look and feel” of all text, graphics, photographs, and/or videos, and all source code, object code, and other code associated with the Services (“Content”).  You may not reproduce, distribute, or display any Content without Innov8’s prior written permission, except as provided in these Terms of Use.  You may not link any Content to any other website without Innov8s’ prior written permission.
  • CONTENT
    You may use the trademarks appearing on the Website when referring to Innov8 or the Services, provided that you acknowledge Innov8’s ownership of the trademarks, do not use such trademarks to compete with Innov8, and do not use any images of the trademarks without Innov8’s prior written permission.

If you provide Innov8 with any comments or suggestions concerning the Services, Innov8 owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to you.

LIMITATIONS ON LIABILITY

YOU AGREE THAT INNOV8 WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAW.

YOU FURTHER AGREE THAT IN NO EVENT WILL INNOV8 BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER INNOV8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU FURTHER AGREE THAT YOUR SOLE REMEDY FOR ANY DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

The Parties agree that these limitations on liability apply to all disputes between the Parties, regardless of whether the disputes are resolved through negotiations or in litigation or other legal proceedings, including mediation or arbitration, or in any other manner.  These limitations on liability are part of the basis of the bargain between the Parties, and without these limitations, Innov8 would not be able to provide access to the Services on the same terms.

INDEMNIFICATION

You agree to indemnify and hold Innov8 harmless, including any of Innov8’s owners, directors, officers, employees, and agents, against any and all out-of-pocket losses, liabilities, judgments, awards, costs (including legal fees and expenses) arising from or related to any third-party claims that your misuse of the Services harmed such third party, or arising from or related to your breach of the Confidential Information, Intellectual Property, Obligations, and Prohibitions provisions.

GENERAL

  • DISPUTE RESOLUTION
    In the event of any dispute arising from or related to these Terms of Use, the Parties will attempt to resolve the dispute promptly and in good faith.  If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through legal proceedings.
    The Parties agree that any such proceedings must be brought within one (1) year after the cause of action arises, or such proceedings will be barred.
  • GOVERNING LAW AND JURISDICTION
    The Parties agree that any legal proceedings between the Parties will be governed by the laws of the State of Maryland, without regard to any conflict of law rules, and applicable federal law.  The Parties further agree that any such proceedings will be brought in state court in Montgomery County, Maryland, except that proceedings regarding the Confidential Information and Intellectual Property provisions of these Terms of Use may be brought in federal court in the State of Maryland.  The parties expressly waive any objection to personal jurisdiction and venue in these forums.
  • INJUNCTIVE RELIEF
    You agree that your actual, attempted, or threatened violation of these Terms of Use will cause irreparable harm to Innov8 and that we may seek any injunctive or equitable relief we deem appropriate in such circumstances.  These remedies are in addition to any other remedies we may have at law or in equity.
  • JURY TRIAL
    You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.
  • ATTORNEYS’ FEES AND COSTS
    You agree that, in the event Innov8 prevails in any legal proceedings arising from or related to your violation of these Terms of Use, or any actual, attempted, or threatened violation of these Terms of Use, Innov8 will be awarded its attorneys’ fees and costs in addition to any other relief to which Innov8 is entitled.
  • ENTIRE AGREEMENT
    These Terms of Use constitute the entire agreement of the Parties regarding the Services and supersede any prior agreements, understandings, or representations regarding the Services.  These Terms of Use cannot be modified, amended, or changed in any way, unless the Parties otherwise agree in writing.
  • SEVERABILITY
    You agree that, if a court holds any portion of these Terms of Use to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of these Terms of Use will be enforceable as written.
  • WAIVER
    You agree that Innov8’s failure to insist upon or enforce strict performance of any of the provisions of these Terms of Use or to exercise any rights or remedies under these Terms of Use will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.
  • ASSIGNMENT
    Neither Party may assign, transfer, or otherwise dispose of its rights and obligations under these Terms of Use, unless the Parties otherwise agrees in writing, except as part of a merger, acquisition, or disposition of all or substantially all of the assigning Party’s equity or assets.
  • FORCE MAJEURE
    Neither Party will be held responsible for any delay or failure in performance of this Agreement caused in whole or in part by any act or omission or other cause beyond such Party’s control, including fire, flood, storm, accident, terrorist attack, cyber attack, delay of supplier, or compliance with any law, rule, regulation, or government demand.  If any such event occurs, the period for performing the particular obligations prevented by such event (other than your obligation to pay any Fees that may be due for your use of the Services) will be deemed extended by the length of time such event continues.
  • COMMUNICATIONS
    Questions, complaints, and other communications regarding any aspect of this Privacy Policy should be addressed to Innov8 through the submission form on the website.

Disclaimer

Innov8 is owned and operated by Rolling Rock Ventures. The information on this website is for general information purposes only. Any information obtained from this website should be reviewed with appropriate parties if there is any concern about the details reported herein. Innov8 is not responsible for its contents, accuracies, and any inaccuracies. Nothing on this site should be construed as professional advice for any individual or situation. This website includes information and content from external sites that is attributed accordingly and is not the intellectual property of Innov8. All feeds ("RSS Feed") and/or their contents contain material which is derived in whole or in part from material supplied by third parties and is protected by national and international copyright and trademark laws. The Site processes all information automatically using automated software without any human intervention or screening. Therefore, the Site is not responsible for any (part) of this content. The copyright of the feeds', including pictures and graphics, and its content belongs to its author or publisher.  Views and statements expressed in the content do not necessarily reflect those of Innov8 or its staff. Care and due diligence has been taken to maintain the accuracy of the information provided on this website. However, neither Innov8 nor the owners, attorneys, management, editorial team or any writers or employees are responsible for its content, errors or any consequences arising from use of the information provided on this website. The Site may modify, suspend, or discontinue any aspect of the RSS Feed at any time, including, without limitation, the availability of any Site content.  The User agrees that all RSS Feeds and news articles are for personal use only and that the User may not resell, lease, license, assign, redistribute or otherwise transfer any portion of the RSS Feed without attribution to the Site and to its originating author. The Site does not represent or warrant that every action taken with regard to your account and related activities in connection with the RSS Feed, including, without limitation, the Site Content, will be lawful in any particular jurisdiction. It is incumbent upon the user to know the laws that pertain to you in your jurisdiction and act lawfully at all times when using the RSS Feed, including, without limitation, the Site Content.