Agreement Between You and Innovari
Welcome to www.Innovari.com (the “Site”). The Site is comprised of various web pages operated by Innovari, Inc. (“Innovari,” “we” or “us”). The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). YOU MAY USE THE SITE ONLY IF YOU CAN FORM A BINDING CONTRACT WITH US AND ARE NOT A PERSON BARRED FROM ACCESSING THE SITE UNDER THE LAWS OF THE UNITED STATES OR OTHER APPLICABLE JURISDICTION. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENT, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO DO SO. IF YOU CANNOT CONFIRM THE FOREGOING, THEN YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SITE. YOU MAY USE THE SITE ONLY IN COMPLIANCE WITH THESE TERMS AND ALL APPLICABLE LAWS AND REGULATIONS. Your use of the Site constitutes your agreement to these Terms. Please read these Terms carefully, and keep a copy of them for your reference.
We may amend these Terms at any time by posting the revised Terms on the Site. Your continued use of the Site after we have posted revised Terms signifies your acceptance of such revised Terms. No amendment or modification of these Terms will be binding unless in writing and signed by our duly authorized representative or posted to the Site by our duly authorized representative.
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED IN THE SECTION TITLED “BINDING BILATERAL ARBITRATION AND APPLICABLE LAW” BELOW, WHICH AMONG OTHER THINGS CONTAINS A BINDING WAIVER OF CLASS-WIDE PROCEEDINGS. PLEASE READ THE SECTION TITLED “BINDING BILATERAL ARBITRATION AND APPLICABLE LAW” CAREFULLY.
Agreement with Respect to Terms; Your Account
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Innovari is not responsible for third party access to your account that results from theft or misappropriation of your account. Innovari and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Links to Third Party Sites / Third Party Services
The Site may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Innovari and Innovari is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Innovari is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Innovari of the site or any association with its operators.
No Unlawful or Prohibited Use / Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these Terms. As a condition of your use of the Site, you warrant to Innovari that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party’s use and enjoyment of the Site. In addition to the foregoing, while using the Site you may not:
(a) impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use or provide any fraudulent, misleading or inaccurate information;
(b) access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information;
(c) transmit any software or materials that contain any viruses, worms, trojan horses, defects, or other items of a destructive nature;
(d) “frame” or “mirror” any portion of the Site or use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Site;
(e) harvest or collect information about or from other users of the Site, probe, scan or test the vulnerability of the Site, or breach the security or authentication measures on the Site or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site, such as a denial of service attack;
(f) access or use any portion of the Site if you are a direct or indirect competitor of Innovari, or provide, disclose or transmit any portion of the Site to any direct or indirect competitor of Innovari or use or distribute any content from the Site, to directly or indirectly create or contribute to the development of any database or product; or
(g) facilitate or encourage any violations of this Section.
All content included as part of the Site, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Innovari or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
Innovari content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Innovari and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Innovari or our licensors except as expressly authorized by these Terms.
You agree to indemnify, defend and hold harmless Innovari, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, your violation of any these Terms or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Innovari reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Innovari in asserting any available defenses.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN.
INNOVARI, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
INNOVARI, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. INNOVARI, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION (1) AS TO TITLE, MERCHANTABILITY, FITNESS FOR ORDINARY PURPOSES AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (2) THE QUALITY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE SITE, (3) THOSE ARISING THROUGH COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, (4) THE SITE CONFORMING TO ANY FUNCTION, DEMONSTRATION OR PROMISE BY INNOVARI OR ANY OF ITS EMPLOYEES, REPRESENTATIVES, AFFILIATES OR CONTRACTORS AND (5) THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE. ANY RELIANCE UPON THE SITE IS AT YOUR OWN RISK AND INNOVARI MAKES NO WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INNOVARI, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF INNOVARI, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
Termination / Access Restriction
Innovari reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Innovari as a result of this agreement or use of the Site. Innovari’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Innovari’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Innovari with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Binding Bilateral Arbitration and Applicable Law (Continued from Section titled “Binding Arbitration” above)
This arbitration agreement is intended to be broadly interpreted and includes claims, controversies or disputes arising out of or relating to the Terms or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, all of which shall be considered within the meaning of “dispute” herein.
WAIVER OF CLASS-WIDE PROCEEDINGS: You agree that, by entering into these Terms, you and Innovari are each waiving the right to participate in a class action or class arbitration. Each party to this agreement agrees and covenants that it will not initiate any class-wide proceedings, including class actions or class arbitrations, against another party, and will not act as a class representative or class member. This provision constitutes an agreement that any dispute will be resolved exclusively on a bilateral basis between the parties, with each party acting in his/her/its individual capacity. Further, unless both parties agree otherwise, the Arbitrator (defined below) may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The Arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If for any reason this prohibition on class arbitration is not or cannot be enforced, then the agreement to arbitrate will not apply.
Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the office of JAMS (“JAMS”) in Austin, Texas, or in the office nearest to the county (or parish) of your registration address in accordance with JAMS’s then-existing Comprehensive Arbitration Rules & Procedures. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages—the right to all of which you hereby waive. Each party shall bear its own attorneys’ fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.
Notwithstanding the JAMS Comprehensive Arbitration Rules and Procedures, the foregoing or any other provision of these Terms (including this arbitration agreement), any disagreement or dispute concerning arbitrability (whether a particular dispute is arbitrable) or the scope of this arbitration agreement shall be resolved by the United States District Court for the federal district in which you reside. If that United States District Court lacks subject matter jurisdiction, then any such disagreement or dispute shall be resolved by the state court of general jurisdiction embracing the area in which you reside. By way of example only (and not by limitation), if the parties do not agree on whether a particular dispute is subject to arbitration under this arbitration agreement, the proper tribunal to decide such dispute is the United States District Court (for the appropriate district, as provided above) or, absent subject matter jurisdiction in that United States District Court, in the appropriate state court (as described above). The Arbitrator shall stay all arbitration proceedings pending a decision from the appropriate court on disputes under this paragraph. The Arbitrator shall follow, adhere to and defer to the decision, order, decree or judgment of the court following the court’s decision of any such dispute under this paragraph. Any action, award or partial award of the Arbitrator in contravention of this limitation may be the subject of court appeal by the aggrieved party. No other aspect of any ruling by the Arbitrator shall be appealable, and all other aspects of the Arbitrator’s ruling shall be final and non-appealable, except as set forth herein.
This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act (“FAA”) governs its interpretation and enforcement. This agreement to arbitrate shall survive termination of the Terms. To the extent they do not conflict with the FAA, these Terms are otherwise governed by the laws of the State of Texas without regard to conflicts of laws principles. Access or use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address: 2900 N. Quinlan Park Suite B240 #215, Austin, Texas 38017 or via email addressed to: email@example.com , and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. We may assign our rights and privileges under these Terms (including your user registration), without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, or to an affiliate, or in connection with a change in control. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Term and Termination
The term of these Terms will continue for as long as we allow you access to and use of the Site. Sections titled “No Unlawful or Prohibited Use / Intellectual Property,” “Your Warranties,” “Indemnification,” “Liability Disclaimer,” “Termination / Access Restriction,” “Binding Bilateral Arbitration and Applicable Law” and “Interpretation” and this Section shall survive any termination or expiration of these Terms.
Innovari welcomes your questions or comments regarding the Terms:
2900 N. Quinlan Park, Suite B240 #215
Austin, Texas 38017 US