These Terms constitute a binding legal agreement between you and Innovation Acceleration. By visiting, registering for, installing and/or using the Services on any platform or device you agree to be bound by these Terms. It is only under these Terms that we allow Customers to use the Services. If you do not agree to these Terms or any provisions hereof, please do not download, install or use our Services. When you agree to these Terms for use of the Services by an entity, you are agreeing on behalf of that entity. You must have, and you hereby confirm that you have, the authority to bind that entity to these Terms, otherwise you must not access, sign up for or otherwise use the Services.

Our Services are developed for the use of businesses and organizations. To the maximum extent permitted by law you hereby acknowledge and agree that consumer laws are not applicable to these Terms.

You are not allowed to connect to or use the Services if you are a competitor of our business and are using our Services in order to gain information to be used for unfair competition, if you have been or are prohibited to access the Services, or if your account has been suspended or closed for any reason.

Our Privacy Policy (“Privacy Policy”), as published on our Website and updated from time to time in our sole discretion, is hereby incorporated by reference into these Terms. By using the Services, you acknowledge and agree to all provisions of the Privacy Policy. In the event that a conflict exists between these Terms and the Privacy Policy, these Terms shall govern.

Under these Terms, at your individual request and at your sole discretion, we provide the Services for your exclusive use. The exclusivity of your subscription to the Services applies solely to your rights to access and use the Services during your Subscription Period (as defined below) which may not be transferred, licensed, assigned, or otherwise, except for your grant of access to the Services of End Users. For clarity, our relationship with you is not exclusive; we retain the right to provide Services to other individuals and entities in our sole discretion.

You may, unless otherwise restricted by these Terms or at our election, create End User accounts for individual users of the Services (“End Users”) through an admin panel or other administrative resource as may be made available to you. You are responsible for maintaining the confidentiality and security of passwords and accounts and managing access to the admin panel. We are not responsible for internal management or administration of Services for Customer or its End Users.

You acknowledge and agree that you have a duty to comply with all applicable laws and regulations when using the Services.

We hereby grant you a non-exclusive, recoverable, non-sublicensable, non-transferable worldwide license to use the Services solely for internal business purposes.

We will provide priority business support to your administrators and End Users. You will, at your own expense, be responsible for providing support to your End Users regarding issues that are particular to End Users’ access to the Services, including, but not limited to, resetting passwords or suspending accounts. You will use reasonable efforts to resolve any such support issues before escalating them to us. [You are permitted a maximum of six simultaneous connections per one End User account. That includes proxy connections, and each of them counts as a separate slot.]

You are responsible for (a) duly paying all fees relating to your use of the Services; (b) administering all End Users’ access to Services and promptly notifying us of any unauthorized use of or access to the Services; (c) maintaining the confidentiality and security of passwords and accounts and managing access to admin panel; (d) maintaining accurate and current account and contact information for each admin account; and (e) ensuring that any and all use of Services complies with these Terms and all applicable laws.

You will not, and you will ensure that your End Users and your partners, employees, agents, officers and directors (collectively, “Affiliates”) do not: (a) offer for sale or lease, sell, resell or lease access to the Services; (b) attempt to reverse engineer Services or any software or other components used therein or assist anyone else in doing so; (c) use Services in a manner or under circumstances where use or failure of Services could lead to death, personal injury or physical damage; or (d) use Services in a manner that would violate applicable laws; (e) attempt to create a substitute or similar service through the use of, or access to, the Services; (f) use Services for crawling, scraping or other such automated means in any form or scale; (g) violate general ethic or moral norms, good customs and fair conduct norms; or (h) otherwise infringe or circumvent these Terms.

Innovation Acceleration does not tolerate any unlawful, illicit, criminal or fraudulent activities perpetrated by using the Services. Customer has the sole control to select the persons and enable them to use the Services, effectively making them End Users. Customer is therefore responsible for use of the Services by respective End Users. Customer will comply with laws and regulations applicable to Customer’s use of the Services. Customer will not take any action that would cause Innovation Acceleration to violate any applicable laws. If an End User: (a) violates these Terms; or (b) uses Services in a manner that Innovation Acceleration reasonably believes will expose it to liability, then Innovation Acceleration may require respective Customer, and the respective Customer will promptly comply with such request, to suspend or terminate the End User’s account. If Customer fails to promptly suspend or terminate such End User’s account, then Innovation Acceleration may terminate it itself. Such failure to act by Customer may be treated as a material breach of these Terms at Innovation Acceleration’s sole discretion.

Customer and any of its End Users are not direct or secondary target of any sanctions administered by the Office of Foreign Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Customer, any of its subsidiaries or any End User located, organized, or resident in a country or region that alone or in correlation with other factors makes the Customer subject or target of Sanctions, forbidding or limiting the use, import, export, sale of, or payment for the Services, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria; and the Customer and any of its End Users will not use the Services in any such jurisdiction or in violation of any the United States of America’s, the European Union’s, the United Kingdom’s, the United Nations’ or other relevant international body’s, country’s or state’s export law or regulation or in any other manner that may result in a violation by any person of applicable Sanctions. Any breach of this Section 7 will be treated as a material breach of the Terms and Innovation Acceleration reserves the right to terminate the Services to such Customer immediately, without any advance notice.

Ownership; Intellectual Property Rights

Nothing in these Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third-Party Materials are and will remain with Provider and the respective rights holders in the Third-Party Materials. For purposes of these Terms, “Intellectual Property Rights” shall mean any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

You hereby grant us a non-exclusive, irrevocable (during the Subscription Period), worldwide, royalty-free license to use (including, reproduce, modify, make available) your name, primary logo or other trademarks solely for the purpose of identifying you as our Customer, with or without your testimonials and without any other restrictions. Rights granted in the previous sentence include our right to include you in any customer list on our website or application.

You hereby grant us a perpetual, irrevocable, worldwide license to use any Feedback you communicate to us during the Subscription Period, without compensation, without any obligation to report on such use, and without any other restriction. “Feedback” refers to any suggestion, comment, recommendation, or idea arising out of or in connection with the performance of these Terms, including without limitation all intellectual property rights in any such suggestion, comment, recommendation, or idea.

Customer acknowledges and agrees that it is responsible for responding to a request from a third party for records relating to Customer’s or an End User’s use of Services (including but not limited to criminal or civil subpoenas or other legal process requesting Customer or End User information) (“Third Party Request”). If Innovation Acceleration receives a Third Party Request, we will, to the extent allowed by law and by terms of the Third Party Request, direct the third party to Customer to pursue the Third Party Request. Innovation Acceleration retains the right to respond to Third Party Requests for Customer’s information where Innovation Acceleration determines, in its sole discretion, that it is required by law to comply with such a Third Party Request.

CUSTOMER ACKNOWLEDGES THAT CUSTOMER AND ITS END USERS MAY LOSE ACCESS TO SERVICES IN THE EVENT THAT CUSTOMER FAILS TO PROVIDE TIMELY PAYMENT.

Services are subscribed to on a service period basis. Customer chooses the service period and the payment method when signing up for the Services. In case it is technologically available depending on the selected payment method, subscription to the Services and therefore payments will be recurring, meaning that your chosen payment method will be charged at the beginning of each service period, repeating the length of the previous service period, unless you decide to cancel your subscription for the Services. Fees are non-refundable except as required by law or as otherwise specifically permitted in these Terms.

If you wish to claim a refund, you can do so within fourteen (14) days following your initial purchase of our Services. We seek your full satisfaction with our Services and we would like to troubleshoot an issue you experience first. There are common service configuration issues that may hinder the Services for you, and we resolve most issues encountered.

Refunds will not be provided after the fourteen (14) days term from the initial purchase; Services’ subscription automatic renewal does not restore the Customer’s right to request a refund. Payments made in cryptocurrency, using prepaid cards or gift cards will not be refunded as well. You have a right to cancel your account at any time. You can cancel a recurring subscription by contacting our Customer Support. Canceled accounts will not be refunded for the unused part of the ongoing service period. No refunds will be considered for accounts terminated for violation of these Terms.

Services purchased via third parties are subject to their refund policies. We cannot refund any purchases made from our resellers and other third parties. In such cases, refunds are handled according to the terms of service of the reseller or other third party from which the Services were purchased.

Any fees charged by us are exclusive of taxes. We may calculate and add any taxes and/or additional fees, including, but not limited to sales tax, value added tax and other taxes or fees under laws applicable to you. Such taxes and fees will be calculated according to the billing information provided by you to Innovation Acceleration at the time of purchase. Each party shall be responsible for paying all local, state, federal or foreign taxes, duties or levies, due in relation to amounts collected by it. All payments to be made under these Terms shall be free and clear of any and all taxes, levies, duties, imports, fees or other charges. Where any sum due to be paid hereunder is subject to any withholding tax, Customer may be entitled to deduct it from the amount payable to Innovation Acceleration under condition that it duly provides Innovation Acceleration with the proper required certificate and shall take all other actions to enable Innovation Acceleration to take advantage of any applicable double taxation agreement or treaty.

We may change the price of our Services from time to time and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Service would not apply until the expiration of your then current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Service. If you do not agree with the new price or other applicable charges, you may elect not to renew Service subscription before the price change goes into effect, such cancellation becoming effective at the expiration of your then current subscription period.

These Terms shall be effective upon the date Terms are accepted by Customer and, if the service period has not been renewed, until the end of the subscription period chosen by Customer upon registration (“Subscription Period”), unless and until terminated in accordance with the provisions of Section 15 (Termination).

Following the initial Subscription Period, the subscription to the Services will automatically renew either (a) repeating the length of the previous Subscription Period, or (b) in our absolute discretion, for a shorter term than the previous Subscription Period, unless either party gives the other written notice of termination prior to the expiration of the then-current Services term. If we decide that your subsequent Subscription Period should be shorter than the initial Subscription Period, we will provide you with advance notice of such change; if you do not agree with such change, you may elect not to renew Service subscription before the Subscription Period change goes into effect, such cancellation becoming effective at the expiration of your then current Subscription Period.

Either party may terminate these Terms if: (a) the other party is in material breach of Terms and fails to cure that breach within thirty (30) days after receipt of written notice (except where otherwise indicated in these Terms); or (b) the other party ceases its business operations or becomes subject to insolvency, bankruptcy, winding-up or similar proceedings and the proceedings are not dismissed within ninety (90) days.

Innovation Acceleration may terminate these Terms and suspend Customer’s access to the Services: (a) if required to do so by law, or (b) for conducting criminal or illegal activities by Customer or its End Users when using Services if reasonably suspected by Innovation Acceleration, or (c) if Innovation Acceleration determines in its absolute discretion that the provision of the Services to Customer is not in the best interests of Innovation Acceleration. If Innovation Acceleration terminates the Terms and suspends Customer’s access to the Services as per event indicated in point (c) of this paragraph, the subscription fees already paid for the Services (for the current Subscription Period only) will be refunded to Customer and Customer will be released from paying any subscription fees that were or are to be due for the current Subscription Period; whereas the Customer acknowledges that the refund of subscription fees paid is its sole remedy in the event of termination by Innovation Acceleration in the event indicated in point (c) of this paragraph and all other liability of Innovation Acceleration is hereby expressly excluded.

After termination of Terms for any reason whatsoever and without prejudice to any other applicable provisions set forth in these Terms: (a) except as set forth in this Section, the rights and licenses granted by Innovation Acceleration to Customer will cease immediately; (b) following termination of Terms Innovation Acceleration shall delete or otherwise make unrecoverable and (or) anonymized any End User accounts and other data relating to Customer’s account in a commercially reasonable period, except for copies as authorized under these Terms, or as required to be retained in accordance with applicable law; (c) all provisions of these Terms which by their nature are intended to continue in effect after the expiration or termination and all rights and remedies of the parties that accrued up to the termination date or by virtue of the termination or expiration will survive the termination date.

Confidential Information shall mean and include all data and information disclosed by a party to the other party during the Subscription Period and (or) pre-contractual relationship (whether written or oral, regardless of the way in which it has been provided), information designated as confidential by either party and all other information which relates to the business, affairs, customers, products, development, know-how, trade secrets and personnel of either party (“Confidential Information”).

The receiving party shall: (a) keep Confidential Information in strict confidence; (b) not disclose any of the Confidential Information in any manner to any third party; (c) use Confidential Information solely for the purposes established in these Terms; (d) adopt the measures necessary to protect Confidential Information received from the disclosing party against disclosure, which shall represent at least the same degree of care as used to protect its own confidential information; (e) communicate and allow access to Confidential Information solely to those employees, individuals and legal entities providing services to the receiving party which may require it for the purpose of providing Services; each party shall be responsible for any breach of the confidentiality obligations by the individuals or legal entities to whom it has communicated the Confidential Information; (f) make no copies of any Confidential Information or alter, modify or in any other way change it without the disclosing party’s prior consent; (g) not assert any claim of title or ownership to the Confidential Information or any portion thereof.

The confidentiality obligations shall not apply to that information which: (a) is or becomes publicly available other than as a result of a breach of Terms by the receiving party; (b) is already in the receiving party’s lawful possession prior to disclosure by the disclosing party or is independently derived by the receiving party without the aid, application or use of the Confidential Information or other than by breach of these confidentiality obligations; (c) is lawfully disclosed to the receiving party by a third party on a non-confidential basis; or (d) is necessary to allow a party to comply with applicable law, decision by a court or, requests from government agencies or third parties, that such party determines require disclosure, but only after first notifying the other party of the required disclosure, unless such notification is prohibited.

THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE NEITHER WARRANT NOR REPRESENT THAT SERVICES WILL MEET ALL REQUIREMENTS OF CUSTOMER OR ANY END USER, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE SOFTWARE AND SERVICES WILL BE CORRECTED.

YOU ACKNOWLEDGE THAT WE DO NOT HAVE CONTROL OVER YOUR USE OF THE SERVICES. CUSTOMER IS RESPONSIBLE FOR USING SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN.

There are inherent risks in relying upon, using, transmitting or retrieving any data and/or content on the internet, and we urge you to make sure you understand these risks before using our Services.

TO THE FULLEST EXTENT PERMITTED BY LAW INNOVATION ACCELERATION AND ITS AFFILIATES, SUPPLIERS, RESELLERS AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THESE TERMS FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE); OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Innovation Acceleration’s AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO Innovation Acceleration UNDER THESE TERMS DURING THE TWELVE-MONTH PERIOD PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.

You must commence any cause of action or claim you may have arising out of or relating to these Terms or the Services within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Customer shall indemnify, defend and hold Innovation Acceleration harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of or related to any claim, judgment or proceeding against Innovation Acceleration and its Affiliates resulting from or related to Customer’s or Customer’s End Users’ use of Services in violation of these Terms. We will promptly notify you of all claims of which we become aware and will: (a) provide reasonable cooperation to the you at your expense in connection with the defense or settlement of all claims, and (b) be entitled to participate at our own expense in the defense of all claims. We agree that you, as the indemnifying party, will have sole and exclusive control over the defense and settlement of all claims; provided, however, that you will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on us, without our prior written consent.

Without regard to its choice or conflict of law principles, Ohio law governs all matters with respect to these Terms. You submit to the exclusive jurisdiction of the Ohio state courts in Hamilton County, Ohio or federal courts in the Southern District of Ohio for any and all actions or proceedings arising out of or relating to these Terms, with the exception that we may bring any action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You must waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

We may amend these Terms from time to time in our sole discretion and the most recent version will be promptly posted on the Website following any such revision. The amendment of Terms may be communicated to you by sending an email or by publishing the updated Terms on the Website. You must check the Website regularly to take notice of any changes that may have been made, as they are binding on you. Amended Terms will not be applied retroactively and, if not stated otherwise, will become effective from the day they are updated. Your continued use of Services after the effectiveness of any update will be deemed to represent your consent to be bound by, and agreement with, the amended Terms.

Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery. Notices to Customer may also be sent to the applicable account email address and are deemed given when sent. Notices to us in any case must also be sent to [website re information] and are deemed given the next business day from such notification.

When communicating with our customer support or other representatives or employees, you agree to be respectful and kind. If we feel that your behavior towards any of our representatives or employees is at any time threatening or offensive, we reserve the right to immediately terminate your account.

You are responsible for obtaining any consents in accordance with applicable data protection laws from your End Users and/or providing all necessary information to your End Users relating to the processing of their personal information.

These Terms constitute the entire understanding and agreement between the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, arrangements and agreements, either oral or written, between the parties with respect to the subject matter thereof. All attachments to Terms, Privacy Policy, Data Processing Agreement (if applicable) and Customer invoices executed by the parties, are hereby incorporated into Terms by this reference.

All headings used herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of these Terms.

Nothing in these Terms shall be considered as grounds for partnership, agency, distribution, joint venture or similar relationship between you and Innovation Acceleration.

Neither party shall assign these Terms or any right or interest under these Terms, nor delegate any obligation to be performed under these Terms, without the other party’s prior written consent. Innovation Acceleration can assign its rights and obligations under these Terms to selected third party without Customer’s consent in case of corporate reorganization, merger, acquisition, sale or transfer of all, substantially all or part of its assets.

You acknowledge and agree that we use third party services providers (including but not limited to servers’ services providers) to provide Services and we will not be held liable for any actions or inaction of any third party services provider beyond our reasonable control.

If either party is prevented from performing any portion of these Terms (except for payment obligations) by causes beyond its reasonable control, including, without limitation, failures of telecommunication or internet service providers, labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, such defaulting party will be excused from performance for the period of the delay and for a reasonable time thereafter.

The failure by either party to exercise or the delay in exercising any right or remedy provided by these Terms or by applicable law shall not constitute or be construed as a waiver of that right or remedy, a waiver of any other right or remedy or in any way affect the validity of these Terms.

If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall not be terminated but modified to the maximum extent enforceable by law. If a provision cannot be modified to a satisfactory degree in the judgment of such court, such provision shall be eliminated from these Terms and the remainder of these Terms shall continue in full force and effect.

If you have other questions or concerns regarding these Terms please contact us at [desired email for communication by Customers].