Agreement between User and InnoSci Technologies Inc.
InnoSci Technologies Inc. (“InnoSci”) provides software-as-a-service (SAAS) applications delivered through the Internet and accessed via a web browser application. InnoSci delivers software for usage under multiple purpose requirements usable separately (the “App”) and a portal utilizing any domain name required including a customer requested domain name. All domain names will be routed to one of the web servers (the “Server”) managed by InnoSci based on customer account (the “Account”) settings from with the content comprising the SAAS is provided. This delivery process and all methods and components managed by InnoSci constitutes a SAAS service (the “Service”) provided to any customer under a SAAS subscription plan (the “Plan”) that may include one or more Apps with each provided as part of the Plan for a total monthly or annually charged service fee (the “Monthly Charge”), but priced separately under Account selection methods. This Account, Service and Plan collectively (the “Product”) are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of Product constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
Accessing or interacting with Product constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications provided by InnoSci to you electronically, via email and from Product, satisfy any legal requirement that such communications be in writing.
TRADEMARKS, COPYRIGHTS & RESTRICTIONS
This Site and all materials on the Site, including, but not limited to, images, illustrations, posts, audio clips and video clips (the “Materials”) is the property of the Company and/or its affiliates and licensors and are protected from unauthorized copying and dissemination by copyrights that are owned or licensed by the Company and by copyright law, trademark law, international conventions and other intellectual property laws. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any Materials from The Site or any other website owned or operated by the Company without the prior written permission of the Company. However, you may download or make one copy of the Materials and other downloadable items displayed on the Site, provided that the same are not used for any commercial purpose, distributed to third parties or offered for sale to third parties, and further provided that all copyright and other notices contained in the Materials are left intact. Any modification of the Materials, or any portion thereof, or use of the Materials for any other purpose constitutes an infringement of the Company’s copyrights and other proprietary rights. Use of these Materials on any other website or other networked computer environment is prohibited without prior written permission from the Company. Nothing contained on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use this Site or any information displayed on this Site, through the use of framing or otherwise, except: (a) as expressly permitted by these terms and conditions; or (b) with the prior written permission of the Company or such third party that may own the trademark or copyright of information displayed on this Site.
If you use Account, you are responsible for maintaining the confidentiality of your Account and any access credentials including your user id and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or any access credentials including your user id and password. You may not assign or otherwise transfer your Account to any other person or entity. You acknowledge that InnoSci is not responsible for third party access to your Account that results from theft or misappropriation of your Account access credentials including your user id and password. InnoSci and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Children Under Thirteen
Product does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use Product only with permission of a parent or guardian.
Any Product setup, Product interface customization, and Product functionality alterations (“Customizations”) based on your requested requirements are not considered to be part of the standard design or provided offering of Product and are owned solely by InnoSci. Once InnoSci has agreed to provide such Customizations. Any fees paid for any Customizations are not refundable once any work has been started by InnoSci to provide for such Customizations. Any work is considered started by InnoSci once any modification to Product delivery has been Initiated.
Payment under the conditions of the Monthly Charge permits usage of Product and Customizations as a requirement for such usage. Payment for the Monthly Charge will be made electronically via the Automated Clearing House system (“ACH”) or by a credit card transaction charge initiated by InnoSci on a periodic basis based on the Monthly Charge conditions. All payments for the Monthly Charge will be based on future usage of Product for the period covered under the Monthly Charge and will not be refunded once paid regardless of Product usage or Account cancellation by you. If InnoSci cancels the Account, Service or plan either individually or collectively, any refund may be offered in part or in whole without limitation at the sole discretion of InnoSci.
The Company may at its sole discretion and for any reason terminate or suspend your access to all or part of the Site including, but not limited to, any message boards on the Site. In the event this Agreement is terminated, the restrictions regarding Materials appearing on the Site, the representations and warranties, indemnities, and limitations of liabilities set forth in this Agreement will survive termination. In the event that you are unsatisfied with the services provided by the Company, your sole remedy is to terminate this Agreement.
Links to Third Party Sites/Third Party Services
Product may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of InnoSci or Product and InnoSci 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. Product is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Product or InnoSci of the site or any association with its Operators.
Certain services made available via Product are delivered by third party sites and organizations. By using Product, Account or functionality originating from Server, you hereby acknowledge and consent that Product may share such information and data with any third party with whom Product has a contractual relationship to provide the requested product, service or functionality on behalf of Product users and customers.
Access to Product is obtained through the usage of a web browser application available as a product installation on computer systems. InnoSci does not own and is not responsible for any operation of a web browser obtained or used by you.
No Unlawful or Prohibited Use/Intellectual Property
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Service content is not for resale unless provided under an Account that permits such option to be disclosed separate lease agreement of Product or Account. Your use of Product 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 Product, InnoSci and the copyright owner. You agree that you do not acquire any ownership rights to any protected content, Product or Customizations. We do not grant you any licenses, express or implied, to the intellectual property of InnoSci or our licensors except as expressly authorized by these Terms.
Third Party Accounts
You will be able to connect your Account or Product to third party accounts as allowed by Product. By connecting your Account or Product to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
Product is controlled, operated and administered by InnoSci from our offices and locations within the USA. If you access Product or Account from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Product content accessed through Product or Account in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Limitation of Liability
Neither the Company nor its officers, directors, employees, agents, successors, subsidiaries, distributors, affiliates or third parties providing information on this Site are responsible or liable for any special, incidental, consequential, punitive or other indirect damages that result from the use of, or the inability to use this Site or the information contained on this Site, even if the Company (or any third party posting information on this site) has been advised of the possibility of such damages. In no event shall the Company’s total liability (or the total liability of any third party providing information on this site) to you for all damages, losses and causes of action resulting from your use of this Site, whether in contract, tort (including but not limited to negligence) or otherwise exceed one dollar (BDS$1.00).
You agree to indemnify, defend and hold harmless InnoSci, 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 Product, Account, or services, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violations of any applicable laws, rules or regulations. InnoSci 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 InnoSci in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate al disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and InnoSci agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE ACCOUNT, SERVICE, AND PLAN MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. INNOSCI TECHNOLOGIES INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE ACCOUNT, SERVICE, OR PLAN AT ANY TIME.
INNOSCI TECHNOLOGIES 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 ACCOUNT, SERVICE, AND PLAN 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. INNOSCI TECHNOLOGIES INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
InnoSci reserves the right, in its sole discretion, to terminate your access to Product and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the Commonwealth of Virginia and you hereby consent to the exclusive jurisdiction and venue of courts in Virginia in all disputes arising out of or relating to the use of Product. Use of Product is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and InnoSci as a result of this agreement or use of Product. InnoSci’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of InnoSci’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of Product or information provided to or gathered by InnoSci 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. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and InnoSci with respect to Product and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and InnoSci, or any representative of InnoSci, with respect to Product. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Changes to Terms
InnoSci reserves the right, in its sole discretion, to change the Terms under which Product is offered. The most current version of the Terms will supersede all previous versions. InnoSci encourages you to periodically review the Terms to stay informed of any updates.
InnoSci welcomes your questions and comments regarding the Terms:
InnoSci Technologies Inc.
PO Box 8227
Woodbridge, VA 22195-8227