Terms of Service
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 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.
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.
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.
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.
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.
- DISPUTE RESOLUTION
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
- INJUNCTIVE RELIEF
- 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
- ENTIRE AGREEMENT
- 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.