Terms & Conditions
Updated February 6, 2020
Agreement between user and www.inspiresoftware.com
Welcome to InnovaSystems International, LLC’s (“Innova,” “we” or “us”) INSPIRE cloud-based leadership software services (hereinafter, the “Services”). This page outlines the Terms of Service under which we provide “you” (whether you are a Customer, Administrator, Supervisor, or Authorized User, as described below) with the Services.
Please read this page carefully. By using the Services, you are indicating your acceptance to be bound by these Terms of Service. In other words, these Terms of Service are a binding contract between you and us. If you are unwilling to be bound these Terms of Service, please do not use the Services.
Please note that these Terms of Service are subject to change. We, in our sole discretion, may revise the Terms of Service at any time by updating this page. You should visit this page periodically to review the Terms of Service, as it is binding upon you. Please also note these Terms of Service contain provisions that govern how disputes between you and us are resolved, including an arbitration provision.
We designed the Services to help “inspire” you achieve your goals, develop leadership techniques, and enhance your business performance. The Services contain features such as context-based eLearning, online workshops, and enterprise goal management. Please note that some features of the Service will vary depending on which INSPIRE plan you select.
We are always working on improving the Services to better serve you, so keep an eye out for new features. Currently, the Services support four categories of users: Customers, Administrators, Supervisors, and Authorized Users. Each type of user has different permissions and responsibilities, which are more fully defined below. For ease of reference, we will use the term “you” in these Terms of Service to refer to the user of the Services (whether you are a Customer, Administrator, Supervisor, or Authorized User).
2. CUSTOMERS, ADMINISTRATORS, SUPERVISORS & AUTHORIZED USERS
The organization (e.g., the corporation, limited liability company, partnership, non-profit, or other organization) is our customer (the “Customer”). Only individuals who have the full authority to enter into binding contracts and conduct business on behalf of the Customer may sign our Master Services Agreement (“MSA”) and create an account for the Services on Customer’s behalf (the “Account”). We may require this person (hereinafter the “Initial User”) to provide proof of his/her authority to enter into contracts on behalf of the Customer, and we reserve the right to suspend the Customer’s access to the Services until such proof is provided. However, we specifically disclaim all liability for an MSA that was signed and/or an Account that was opened by an individual who had no authority to do so on Customer’s behalf.
Customer will only gain access to the Services once Customer has executed the MSA and we have approved the Customer’s Account. By creating an Account, Customer represents and warrants that the Initial User has full authority to create the Account; that all registration information that is submitted is truthful and accurate; and that Customer will maintain the accuracy of such information. If any of the Account information changes, the Account must be immediately updated with the current information. Information related to the Account can be changed or updated by contacting us at email@example.com.
Upon the creation of the Account, we will work with the Customer to set up permissions and delegate tasks and authorities to various users. These users will fall into one of three categories, depending on the level of permissions they are granted:
(i) Administrators – There are four types of Administrators: General Administrators, Human Resource Administrators, and Dashboard Administrators. The General Administrator and Human Resource Administrator can add or delete users of the Account.
(ii) Supervisors – Supervisors have access to certain data and features of the Services that Authorized Users (described below) do not. For example, Supervisors have the ability to see direct reports and manage the Authorized Users who report to them.
(iii) Authorized Users – these users are neither Administrators nor Supervisors, and do not have access to the administrative and supervisory features of the Service.
The Administrators must have full authority to act on behalf of Customer. We may require the Administrators to provide proof that they have the authority to act on behalf of the Customer. However, we specifically disclaim all liability for the actions of Administrators who had no authority to act on Customer’s behalf.
Administrators, Supervisors and Authorized Users may be added or deleted by another Administrator with the requisite permissions (i.e., the General Administrator or Human Resource Administrator). In the event a user is deleted from the Services, that user shall cease to have access to the Services and any information/data/content within the Services. An Administrator with the requisite permissions may also rename the Account or change information in the Account. However, Administrators shall not take any action or inaction that is disparaging to Customer or contrary to Customer’s mission or instructions. We are not liable for the conduct of the Customer or Administrators, including, without limitation, deletion of data, improper use of data, inappropriate information posted; violation of laws related to privacy; or any other conduct by a Customer or Administrator.
In the event of a conflict among two or more Administrators or between an Administrator and the Customer, the Customer must resolve the issue and provide us with written instructions, signed by the Customer’s Chief Executive Officer or President, on how to proceed. We will proceed based on those instructions. We may suspend the Services until said conflict is resolved.
C. Supervisors and Authorized Users.
Supervisors and Authorized Users acknowledge and agree that an Administrator with the requisite permissions may (a) remove their access to the Services; (b) delete or change any information that a Supervisor or Authorized User has entered into the Services.
Supervisors and Authorized Users shall not take any action or inaction that interferes with the Customer’s ability to use the Services, is disparaging to Customer, or is contrary to Customer’s mission and/or instructions.
3. RESPONSIBILITIES OF CUSTOMERS, ADMINISTRATORS, SUPERVISORS & AUTHORIZED USERS
A. Responsibilities of the Customer.
To be clear, Customer is responsible for complying with all applicable laws, rules and regulations, and represents and warrants that it and its Administrators, Supervisors and Authorized Users will not use the Services in a manner that violates the laws, rules and regulations in the applicable jurisdiction.
In addition, the Services allow the Customer, Administrators, Supervisors and Authorized Users to enter data into the Services, which may include or incorporate information related to Customers’ employees, as well as third party individuals – for example, independent contractors (collectively, the “Data”). Customer represents and warrants that it has the rights and permissions to enter the Data into the Services. Customer further understands and agrees that it shall bear all responsibility for the Data, and Customer shall resolve all disputes involving the Data. Customer represents and warrants that it will hold us harmless from all claims and/or disputes related to the Data, as more fully described in Section 9 (indemnification).
B. Responsibilities of Administrators.
Administrators shall follow the instruction of the Customer and shall comply with the Customer’s policies and practices that are relevant to the use of the Services. Administrators shall also provide us with all necessary rights, permissions and/or consents necessary to grant us the rights and licenses in these Terms of Service, and all rights, permissions and/or consents necessary for the lawful use and transmission of personal information and data that is required for the use and operation of the Services.
C. Responsibilities of Supervisors and Authorized Users.
D. Responsibilities of all Users.
All users of the Services (whether you are a Customer, Administrator, Supervisor, or Authorized User) are responsible for their respective usernames, passwords, and the security of the Account. You may never use another’s username and password. You may not allow others to access or use the Services with your unique username, password, or other security code. You agree to notify us immediately of any breach of security or unauthorized use of your account. You acknowledge and agree that we will not be liable for any losses caused by any unauthorized use of your username and password. You shall keep your account password secure and take appropriate measures to safeguard the security of your username, password and electronic device(s).
In addition, all users of the Services are responsible for providing their legal full name, a valid email address or mobile phone number, and any other information requested in order to complete the signup process. If any of this information changes, the information must be immediately updated with the current information. Information can be changed or updated by going to the User Management section and clicking on “Admin Settings.” All users can also contact us with questions on how to update or change their information by email at firstname.lastname@example.org
4. REQUIREMENTS FOR USE OF THE SERVICES
A. Use the Services only for acceptable uses and not for any illegal or prohibited purpose.
As one of the conditions of your use of the Services, you represent, warrant and agree that you will not use (or plan, encourage or help others to use) the Services for anything other than the Acceptable Uses, which are defined below in Section 5. You shall NOT use the Services in any manner that is prohibited by these Terms of Service or which is illegal or prohibited by applicable law (including but not limited to copyright laws).
B. Comply with laws in your jurisdiction.
Recognizing the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable data. Specifically, you agree to comply with all applicable laws of your jurisdiction regarding the transmission of technical data and personally identifiable information exported from the United States or the country in which you reside.
C. Be over the age of 18 and capable of giving legal consent.
You must be at least the age of 18 to use the Services. Any use or access to the Services by anyone under the age of 18 is strictly prohibited and in violation of these Terms of Service. By using the Services, you represent and warrant that you are over the age of 18 and you have the full right, power and authority to enter into these Terms of Service and to fully perform all of your obligations hereunder. You further represent and warrant that you are under no legal disability or contractual restriction that prevents you from entering into these Terms of Service.
D. Not be previously prohibited from using the Services.
The Services may not be used by anyone we previously prohibited from using the Services.
E. Be a human.
Accounts registered by “bots” or other automated methods are not permitted.
5. ACCEPTABLE USE OF THE SERVICES
The Services are designed to help you manage goals, develop leadership techniques, and implement performance strategies. In a nutshell, we provide the Services to “inspire” your organization, its leaders, and its employees to reach professional milestones (the “Intended Purpose”). You agree that you will only use the Services for the Intended Purpose. You specifically agree that you will NOT:
- Use the Services if you are under the age of 18.
- Use the Services to upload, post, email, otherwise transmit, or post links to any content, or select any username or email address, that is misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
- Use the Services to upload, post, email, otherwise transmit, or post links to any content or information that promotes illegal activity, including without limitation the provision of instructions for illegal activity.
- Use the Services to upload, post, email, otherwise transmit, or post links to any content or information that exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age without parental consent.
- Use the Services to “stalk” or otherwise harass another.
- Use the Services to collect or store personally identifying information about others without their permission.
- Use the Services to impersonate any person or entity, including, but not limited to, falsely state or otherwise misrepresent your affiliation with a person or entity.
- When signing up for the Services, use misleading email address or enter false and/or misleading information into the Services regarding the Customer.
- Use the Service to upload, post, email, otherwise transmit, or post links to any content or information that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- Use the Services to upload, post, email, or otherwise transmit, or post links to any content or information that facilitates hacking.
- Use the Services to upload, post, email, otherwise transmit, or post links to any content or information that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party, or contributing to inducing or facilitating such infringement.
- Use the Services to upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
- Use the Services to upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Services.
- Use automated means, including spiders, robots, crawlers, or the like to download data from any of our databases, unless said means is by an API that we have specifically approved of.
- Conduct your own contests and promotions using the Services or use the Services to upload, post, email, otherwise transmit, or post links to any information regarding any raffle, contest or game requiring a fee by participants.
- Incorporate information or content from our Services into any email or “white pages” products or services, whether browser-based, based on proprietary client-site applications, web-bates or otherwise.
- Sell, distribute or make any commercial use of Third-Party Information in a manner that could be expected to offend the person for whom the Third-Party Information is relevant.
- Engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional web browser, unless said system is by an API that is specifically approved of by us.
- Interfere with or disrupt the Services or servers or networks connected to the Services.
- Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any work, including but not limited to software which is deployed in connection with the Services.
- Upload, post, email, otherwise transmit, or post links to any material, or act in any manner that is offensive or contrary to the spirit of these Terms of Service.
- Use the Services in a country in which we are prohibited from offering such services under applicable export control laws, including but not limited to countries embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).
6. MONITORING & SECURITY
B. Security. While we take the security of the Services very seriously, we cannot ensure or guarantee the security of the Services. Any such use shall be at your sole risk, and you shall relieve us and our affiliates of all liability in connection therewith.
7. CANCELLATION AND TERMINATION
A. Cancelling your Account. Customer is solely responsible for properly cancelling the Account. To cancel the Account, please review your MSA. Only a Customer, or a person with the authority to enter into legally binding agreements on behalf of Customer, may cancel the Account. Please note that if a Customer cancels your Account, you may not be provided with notice of this cancellation and you will no longer have access to the Services. You also may not have access to any Data within the Services. We are not responsible for any losses you have in the event a Customer cancels your Account.
B. We may also terminate or suspend your Account. We, in our sole discretion, have the right to suspend or terminate your Account and refuse any and all current or future use of the Services for any reason at any time, including a violation of these Terms of Service. After termination, you will no longer have access to the Services, and you may not have access to any Data within the Services. As previously stated, we will not be responsible for any costs, expenses, or liabilities arising out of or related to the termination of your Account.
8. INTELLECTUAL PROPERTY RIGHTS AND CONTENT OWNERSHIP
A. Our Intellectual Property. Our INSPIRE Services, including but not limited to our text, graphics, images, logos, buttons, icons, materials, software, the overall “look” and “feel” of the Services and the INSPIRE brand, are the sole property of InnovaSystems International, LLC, and are the protected patents, copyrights, trademarks, trade secrets and service marks of InnovaSystems International, LLC (collectively, the “Innova IP”). Content which is not created or owned by us, including the Leadership Genius materials, the Zegami Pivot plug-in, and all other third-party product and service marks, are the trademarks and copyrights of their respective owners. Unauthorized use of the Innova IP may violate copyright, trademark and other laws. You may not reproduce, modify, display, sell, or distribute the Innova IP unless you obtain our explicit written consent. We grant you a license to use the Innova IP for the sole purpose of accessing and using the Services.
B. Your Intellectual Property. We claim no intellectual property rights over the Data – the Data remains yours. However, we ask that you respect the law, and not violate anyone’s intellectual property rights. Thus, you represent and warrant that:
- The Data does not and will not violate Innova’s or third-party rights of any kind, including without limitation third-party copyrights, trademarks, or rights of privacy or publicity.
- The Data does not violate these Terms of Service and falls within the Acceptable Uses section of these Terms of Service.
- There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of the Data, or which might in any way impair the rights granted by you under these Terms of Service.
- If the Data incorporates (i) content/information created by another individual/entity or (ii) content/information from and/or about another individual/entity (collectively, “Additional Content”), you represent and warrant that you have all rights, licenses and applicable permissions required by law to post and use the Additional Content.
C. Other’s Content. You shall not post or use any information or content that is not yours without the appropriate permissions. Specifically, if you post, use, submit or share Additional Content, you represent and warrant that you have all rights, licenses and applicable permissions required by law to post and use the Additional Content. As such, you shall hold us harmless from all claims and/or disputes related to the Additional Content per Section 9 (indemnification).
D. Licenses. You expressly grant us, and you represent and warrant that you have all rights necessary to grant to us, a worldwide, non-exclusive, sublicensable, transferable, perpetual and irrevocable license to use the Data to provide the Services.
E. Third Parties’ Intellectual Property. We use several third parties to make certain features of the Services available to you, including but not limited to Zegami Pivot, Leadership Genius, and Microsoft Azure. You acknowledge and agree that, with respect to any such third party features, content and/or license, you shall be bound by any and all such limitations in place by said third party (via license or other agreement), and shall be subject to any restrictions or terms associated therewith. You acknowledge and agree that you shall receive, with respect to such third-party licenses, only such warranties and protections as we receive directly from the applicable third-party licensor and that we are able to pass on to you.
F. DMCA. We are committed to protecting copyrights and expect our users to do the same. We abide by the federal Digital Millennium Copyright Act (“DMCA”). If the owner of a proprietary work believes that a user of our Services is using his/her/its proprietary work and that work been copied in a way that constitutes a copyright infringement, please immediately notify us in writing as follows:
Please send the written notification to our designated agent, Tim Driscoll, at the following address:
2385 Northside Drive, Suite 300
San Diego, CA 92108
The notification should be a written communication that includes substantially the following (please consult legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements). To expedite our ability to process the notification, please use the following format:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the copyrighted work that the copyright owner claims has been infringed;
- Identification of the material that is claimed to be infringing and where it is located on/in the Services;
- Information reasonably sufficient to permit us to contact the copyright owner, such as his/her/its address, telephone number, and, e-mail address;
- A statement that the copyright owner (or his/her/its representative) has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that the signatory is the copyright owner or is authorized to act on behalf of the owner.
Counter Notification. If you disagree that you are infringing on another’s work, you may elect to send us a counter notice. To be effective, your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult legal counsel or see Section 512(g)(3) of the Copyright Act to confirm these requirements) To expedite our ability to process the counter notification, please use the following format:
- A physical or electronic signature.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- Your name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
Please also note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these Terms of Service. These Terms of Service are not legal advice, and before sending either a copyright infringement notification or counter notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with our rights and obligations under the DMCA and do not constitute legal advice. Where applicable, we will comply with the procedures outlined in the DMCA.
You agree to defend, indemnify and hold harmless InnovaSystems International, LLC and its employees, officers and directors from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from: your breach of these Terms of Service, your breach of representations and warranties made in these Terms of Service, your violation of any other person’s intellectual property, your conduct (including but not limited to violations of the law), and your use of the Services. The Customer specifically agrees to defend, indemnify and hold harmless InnovaSystems International, LLC and its employees, officers and directors from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the actions or inactions of Customer and its Administrators, Supervisors and Authorized Users.
10. DISCLAIMERS AND LIMITATIONS ON LIABILITY
A. Limitations of Liability.
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, INCOME, OR DAMAGES RESULTING FROM LOST DATA, INACCURATE INFORMATION, OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SERVICES AND/OR THE CONTENT WITHIN THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF THIS EXCLUSION OR LIMITATION OF LIABILITY IS HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN OUR MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES.
By entering into these Terms of Service you acknowledge and agree that we are simply providing the Services, and that we make no warranties of any kind relating to the Services, any data or content contained within or related to the Services, any data or content available through the Services, and documents or information available through the Services. Furthermore, nothing on or within Services shall be considered an endorsement, representation, assumption of responsibility or warranty with respect to any third party, whether in regard to their website, products, technologies, services, business practices or otherwise.
WE DO NOT WARRANT THAT OUR SERVICES, OR THE CONTENT AVAILABLE ON OR THROUGH THE SERVICES, WILL MEET YOUR EXPECTATIONS, OPERATE ERROR-FREE, OR BE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE FOR THOSE COSTS. WE FURTHER DO NOT WARRANT THAT OUR SERVICES, OR THE CONTENT AVAILABLE ON OR THROUGH THE SERVICS, WILL RESULT IN A POSITIVE IMPACT ON YOUR ORGANIZATION, INCREASE YOUR OR YOUR ORGANIZATION’S PROFITS, OR IMPROVE YOUR ORGANIZATION IN ANY WAY.
YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES AND THE INTERNET IN GENERAL. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. INNOVASYSTEMS INTERNATIONAL, LLC, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES, SOFTWARE, TEXT, GRAPHICS AND LINKS.
C. Limitation of Actions.
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of Services must be filed within one (1) year after such claim or cause of action arises, or forever be barred.
D. Access outside the USA.
We make no claims that the Services are appropriate or legal to be viewed by certain persons or in certain countries. The Services are for those in the United States and shall not be used by those outside the United States. If you access the Services from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
11. EMAIL NOTIFICATIONS & COMMUNICATIONS WITH US REGARDING IMPROVEMENTS TO THE SERVICES
A. Email Notifications. You acknowledge and agree that by providing us with your email address, you grant consent for us to send you notices related to the Services, including any notices required by law, in lieu of communication by postal mail. Therefore, you must make sure your email address listed under your “Account Information” section is current and accurate. If you do not want to receive legal notices through email messages and prefer to receive legal notices by mail, please contact us at the address provided below. If you do not want to receive non-legal notices by email, please opt-out by contacting us at email@example.com.
B. Your Communications with us regarding improvements to the Services. You may contact us by email, phone or mail at the address provided below. If you contact us, you agree that if you have ideas regarding improvements or additions to us, we would like to hear them — but any submission will be subject to these Terms of Service. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO US BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO US, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO US THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT WE ARE FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY US, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.
12. ARBITRATION & CLASS ACTION WAIVER
A. Arbitration. Please read this Section carefully. It is part of your agreement with us, and it affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION.
You agree that any dispute related to this Agreement, your use of the Services, or any dispute related to your relationship with InnovaSystems International, LLC or our affiliates, directors, officers, agents, shareholders, members, subsidiaries, parents, shall be submitted to binding arbitration under the rules of the Judicial Arbitration and Mediation Services (JAMS), located in San Diego, California. The JAMS Rules of Arbitration shall govern all aspects of the arbitration you bring, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Arbitration Agreement. The JAMS Rules of Arbitration are available on JAM’s website, https://www.jamsadr.com/rules-comprehensive-arbitration/. The arbitration shall be conducted by a single arbitrator, with the prevailing party to pay all costs and attorney fees. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
B. Jury Trial Waiver. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR RIGHT TO A JURY TRIAL.
You hereby waive your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and with InnovaSystems International, LLC in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
C. Class Action Waiver. Please read this Section carefully. It is part of your agreement with us and affects your rights. It contains a WAIVER OF YOUR CLASS ACTION RIGHTS.
ALL CLAIMS AND DISPUTES BETWEEN YOU AND WITH INNOVASYSTEMS INTERNATIONAL, LLC MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
D. 30-Day Right to Opt-Out of Arbitration, Jury Trial Waiver & Class Action Waiver. You have the right to opt out of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of this Agreement by sending written notice of your decision to opt out to either InnovaSystems International, LLC, Attn: Inspire Software 30 day Opt-Out, 2385 Northside Drive, Suite 300, San Diego, CA 92103, or firstname.lastname@example.org (with the subject line: Opt-Out of Arbitration, Jury Trial Waiver and Class Action Waiver Provisions) within 30 days from the date you first create an Account. If you send this notice, then the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions will not apply you must bring claims per the Section labeled “Governing Law,” below. If you do not send this notice, then you agree to be bound by the terms of the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions in this Section.
Agreeing to arbitration and waiving your rights to jury trial and class action participation is an important decision for you to make. It can shorten the litigation process and result in cost savings, but it also takes away certain rights, such as the right to a trial in front of your peers. Thus, please take time to carefully consider the Arbitration, Jury Trial Waiver and Class Action Waiver Provisions of this Agreement. Since the information provided in this Agreement is not intended to contain a complete explanation of the consequences of arbitration, class action or jury waiver, you may want to consult an attorney.
13. MISCELLANEOUS PROVISIONS
A. No waiver and partial validity. Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and InnovaSystems International, LLC and governs your use of the Services, superseding any prior agreements between you and InnovaSystems International, LLC (including, but not limited to, any prior versions of the Terms of Service). If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Service, which shall remain in full force and effect. No waiver of any term of the Terms of Service shall be deemed a further or continuing waiver of such term or any other term.
B. Equitable relief. You understand and agree that due to the nature of these Terms of Service, in addition to money damages, we will be entitled to equitable relief upon a breach of the Terms of Service by you.
C. Governing Law and jurisdiction. These Terms of Service are governed by the laws of the State of California without respect to its conflict of laws principles. Jurisdiction for any claims arising under these Terms of Service shall be exclusively brought by arbitration in San Diego, California.
D. Entire agreement. These terms constitute InnovaSystems International, LLC’s entire binding Terms of Service, and supersede any and all prior understanding, statements or representations, whether electronic, oral or written, regarding our Services.
E. Digital admissibility. You hereby agree that a printed version of these Terms of Service shall be admissible in judicial or administrative proceedings and is subject to the same conditions as other agreements, business documents or records originally generated, entered into, signed or maintained in printed form.
14. QUESTIONS AND OUR CONTACT INFORMATION
Innova Systems, LLC
2385 Northside Drive, Suite 300
San Diego, CA 92103