Thank you for your interest in IngeniousIO, Inc. (also known as INGENIOUS.BUILD) and our services. We are glad that you are here, and we look forward to providing services to you.
IngeniousIO, Inc., which also does business as INGENIOUS.BUILD (“Ingenious”, “we”, “our”, and “us”), has developed a suite of proprietary construction management software applications, tools, and service platform elements which we use to provide services to users on a subscription (SaaS) basis (collectively, the “Service” or “Services”), and we have also developed certain proprietary websites that we use and make available to the public in connection with our Services, including but not limited to https://www.Ingenious.Build (the “Website” and “Websites”). Our Websites and Services are available to Website Visitors and Customers (as these terms are defined below), via the internet. Collectively, Website Visitors and Customers are addressed and referred to herein as “you”, “your”, “yours” and related terms.
These Terms of Service (“Terms”) describe and govern your rights and responsibilities when using our Websites and our Services whether you are a Website visitor or a Customer. If you are a paying customer and have entered into a Purchase Order to obtain Services, many of these Terms will be superseded by the SaaS Terms or Signed MSA you (or your employer) agreed to as further described in Section 17 of these Terms.
By accessing, browsing, or otherwise by using our Websites, and/or by (a) clicking on the “agree” checkbox on our Websites or Services or (b) entering into a subscription for our Services, you agree that these Terms will constitute a legal agreement between you and Ingenious and that you will be bound by these Terms and any policies or guidelines referenced herein; and you also agree to be bound by any subsequent changes or modifications we may make to these Terms.
If you do not agree to these Terms (or any changes hereto), please do not access or otherwise continue to use the Websites and Services. If you have any concerns or questions about these Terms, please contact us (our contact information is below).
These Terms require binding arbitration to resolve disputes. In addition, these Terms limit the remedies that may be available to you in the event of a dispute.
1. About Ingenious
IngeniousIO, Inc. is a Delaware corporation, and our address is: 414 Union Street, Suite 1900, Nashville, Tennessee 37219 USA. We also do business as INGENIOUS.BUILD. Our contact information is available on our website and you can also contact us via the following: legal@ingenious.build.
2. Overview of Our Services
Ingenious provides a unique online service which allows our Customers (as defined below) to access our proprietary construction management software applications, tools, and service architecture. While certain aspects of our Websites can be viewed via the internet without taking any further action (users who are simply visiting the Websites but who do not register for Services are referred to as “Website Visitors”) you will be required to register (create an account) in order to access our proprietary applications and service features. In general, our Services are provided to registered customers (e.g., companies or individuals who register as such) on a subscription basis (“Customers”). Such services may be free or paid. In all cases, in order to gain access to the restricted elements of the Services, Customers are required to agree to these Terms, the terms of our Privacy Policy, and may be further required to enter into a written subscription or other agreement or purchase order (provided online or otherwise, hereafter a “Purchase Order”).
Upon registration, each Customer will be given access to a discrete “Workspace” (which will include access to certain non-public application features) where it will access the Services and through which it can invite other users to subscribe to the Services.
Services provided for no charge may have data and other limitations placed upon them.
Customers are responsible for managing the activity of all users accessing its Workspace.
As long as you (the user) are in compliance with these Terms (and any Purchase Order, as the case may be), you are hereby granted a limited, revocable, non- transferrable license to access and use the Websites and (if applicable) your Workspace and other restricted portions of the Services, subject to these Terms.
Customers may desire that we provide professional services in addition to the Services including, but not limited to, implementation, onboarding, additional training, customization, development, support, and other similar services (collectively, “Professional Services”); if Professional Services are to be provided, they will identified and specified in your Purchase Order.
3. Registration
In order to access certain features of the Services you will be required to register for an account (“Account”). If you choose to register, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the applicable registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
You will be responsible for paying all applicable fees when due and you represent that you are: (a) of legal age to form a binding contract; and (b) not restricted from using the Services by law or these Terms. If you are registering on behalf of a legal entity (e.g., a company), you represent that you can bind that entity to these Terms.
Following registration, you (or your company, as the case may be) are responsible at all times for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Ingenious immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if Ingenious has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Ingenious has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself (except, of course, if you are legitimately registering on behalf of a business entity). Ingenious reserves the right to remove or reclaim any usernames at any time and for any reason, including, but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Ingenious, or if you have been previously banned from use of the Services.
Registration and use of the Services is limited to individuals who are at least 18 years of age. Ingenious may cancel any Account that does not comply with this restriction.
4. Payments and Fees, Payment Processing Services
Many elements of the Services are offered by Ingenious for a fee. The fees for such Services will be set forth in your Purchase Order. Unless otherwise agreed in writing or in a Purchase Order, fees are subject to change without notice. Unless otherwise agreed in writing or in a Purchase Order, you agree to pay us annually in advance for access to the Services. If you elect to pay fees with a credit card, we will bill your credit card for those fees, and you hereby authorize us to charge your credit card or to charge any form of payment you have obtained or proffered to replace your credit card.
You agree to provide us with accurate and complete billing information including legal name, address, telephone number, and credit card or debit card billing information (as applicable). If such information is false or fraudulent, we reserve the right to terminate your use of the Services in addition to seeking any other legal remedies. We are not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by us under these Terms. Each charge will be considered valid unless disputed by you in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date. All fees will be paid in U.S. dollars and are due as set forth on the Websites or your Purchase Order. Our fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on our income.
Unless otherwise clearly stated, our payment processing services are provided by our processing partner, Stripe (https://stripe.com/) and your use of our Services is subject to the terms of our partner’s terms of use and privacy policies (https://stripe.com/privacy, https://stripe.com/ssa) (collectively the “Payment Services Agreement”). By agreeing to these Terms and/or by continuing to utilize our payment processing services, you agree to be bound by the Payment Services Agreement, as the same may be modified from time to time. As a condition of Ingenious enabling payment processing services, you agree to provide us with accurate and complete information about you and your business, and you authorize us to share with our payment processing partner such information and transaction information related to your use of the payment processing services to be provided. Payment information is processed in accordance with the terms of our Privacy Policy.
5. Subscriptions
In addition to the foregoing, if you purchase any Services that are sold on an ongoing subscription basis (each a “Subscription”), you acknowledge that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges that accrue prior to cancellation of your Subscription, and further, you acknowledge that your Subscription will be automatically extended for successive periods of one year each after the expiration of the term agreed upon in your Subscription (or as otherwise specified in the applicable Purchase Order).
To cancel the automatic renewal of your Subscription at any time, you must notify your assigned Customer Success Manager via email or otherwise send a cancellation request to support@ingenious.build no later than 30 days prior to the expiration of the term (initial or extended, as the case may be) of your Subscription; failure to send such cancellation notice within the referenced timeframe will result in the auto-renewal of your Subscription for the subsequent year.
Your renewal date will be the anniversary of your sign-up date unless otherwise agreed in writing or set forth in a Purchase Order. If you cancel the automatic renewal of your Subscription as referenced above, you may use your Subscription until the end of your then-current Subscription term; you will not be eligible for a prorated refund of any portion of the Subscription fee paid for the then-current Subscription period. If Ingenious does not receive payment for a renewal prior to the date of renewal, Ingenious may, in its discretion, do one or more of the following: (a) demand full payment; (b) charge any form of payment you have obtained to replace your provided form of payment (e.g., you have obtained a replacement credit card number), and you hereby authorize Ingenious to do so; and (c) terminate or suspend your Account or Subscription.
You acknowledge and agree that service pricing, terms, and descriptions (if any) set forth in our Websites, Services, and Purchase Orders will constitute additional Terms.
6. Ownership of Ingenious Services and Features
Ingenious and its licensors own all right, title, and interest in all aspects and elements of the Services and the Websites (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation) which are developed or implemented by Ingenious at any time. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services. You acknowledge and agree that you shall have no ownership or other property interest in your Account or the Services, and you further acknowledge and agree that all rights in the Services are and shall forever be owned by and inure to the benefit of Ingenious. You agree not to copy or reverse engineer any portion of the Services, directly or indirectly. All rights not expressly granted by these Terms are retained and reserved by Ingenious.
Any unauthorized use of the Services will terminate the license granted by Ingenious to you under these Terms and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and applicable communications laws and regulations.
You agree that submission of any ideas, suggestions, documents, and/or proposals to Ingenious (“Feedback”) is provided by you voluntarily and at your own risk and that Ingenious has no obligations (including without limitation obligations of confidentiality) to you with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Ingenious a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights.
7. User Content, Use of Services
You are legally responsible for all data (personal and business), text, photographs, graphics, messages, comments, materials, content, opinions, or other information (“User Content”) uploaded or shared through your Account, within your Workspace(s) or otherwise through your use of the Services. You are responsible for any User Content that may be lost or unrecoverable through your use of the Services. Ingenious does not control the User Content posted or shared via the Services, and as such, does not guarantee the accuracy, integrity, or quality of such content.
Recordings and Biometric Information: By using the Services you agree that you are responsible for complying with all recording laws and all laws relating to the use of digital biometric information. Ingenious does not include any features that allow or facilitate the recording of any content (voice, picture, video) or use of digital biometric information on the Services.
We reserve the right, in our sole discretion, without notice at any time, to: (a) review User Content posted on or via the Services; (b) edit, remove, or refuse to post any User Content, in whole or in part, for any or no reason in our sole discretion; (c) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Ingenious; (d) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (e) disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process, or governmental request; (f) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (g) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, your violation of these Terms or any other agreement between you and Ingenious, and you agree that we hold such rights.
Ingenious claims no intellectual property rights over User Content. Your User Content remains yours. However, you grant to Ingenious and its related companies, affiliates, and partners an irrevocable, worldwide, royalty-free license to (a) host, use, copy, store, distribute, publicly perform and display, modify, and create derivative works of (such as changes we make so that your content works better with the Services) such User Content as necessary to provide, improve, and make the Services available to you and other users, including through any future media in which the Services may be distributed, (b) use and disclose metrics and analytics regarding your use of the Services in an aggregate or other non-personally identifiable manner (including for use in improving the Services or in marketing and business development purposes), (c) use any User Content that has been de-identified for any product development, research, or other purpose (including after termination of your use of the Services), and (d) use any User Content for other purposes permitted by the Ingenious Privacy Policy. You are responsible for making sure that you have all rights in the User Content, including the rights necessary for you to grant us the foregoing license to the User Content.
8. Privacy
Please refer to our Privacy Policy (see https://ingenious.build/privacy-policy/) to understand how Ingenious may collect, use, and disclose your personal information. Customers agree to use any user information that is collected through or stored within the Services in a manner that is consistent with our Privacy Policy and to provide at least the same level of protection for personal information as that provided by Ingenious. You agree to the terms of our Privacy Policy as posted on our Websites, and you agree that the terms thereof constitute additional terms hereunder.
9. Your Liability
You are solely responsible for your activities and conduct on your Workspace and in using the Services, including all content which you submit (or share) or which a third party submits (or shares) on your behalf or using your Account. You agree to indemnify us and our shareholders, directors, officers, employees, agents, successors, and assigns (each an “Indemnified Party”) against any and all third party claims, actions, demands, suits, and all related losses, liabilities, damages, penalties, costs, and expenses (including, but not limited to, reasonable attorneys’ fees) incurred by an Indemnified Party arising out of or related to: (a) your use of the Services and your activities and conduct on your Workspace; (b) any violation of law or regulation from your use of the Services; (c) any actual or alleged breach by you of any obligations, representations, and warranties under these Terms; and (d) any actual or alleged infringement or misappropriation of the intellectual property rights of any third party by any User Content that you submit or a third party submits on your behalf or using your Account. Furthermore, Ingenious takes no responsibility for any damages, injuries, or other consequences that occur from you using our content (e.g., instructional videos).
10. Trademarks and Service Marks
IngeniousIO, Ingenious.Build, #BeIngenious, and our related logos are common law trademarks, service marks, or registered trademarks of IngeniousIO, Inc., and may not be copied, used, or imitated, in whole or in part, without the prior written permission of Ingenious or its suppliers or licensors. You may not use meta tags or any other “hidden text” using any of the above-referenced marks without our permission. Additionally, all page headers, graphics, icons, and scripts are service marks, trademarks, and/or trade dress of Ingenious, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other names or logos mentioned on the Service, or any other trademarks, registered or otherwise, are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by Ingenious.
11. Links and Third-Party Content
Ingenious or third parties may provide links on the Services to other (third-party) sites or content. Ingenious has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature, or reliability of sites or content linked to by the Services. Ingenious provides links to you only as a convenience, and the inclusion of any link within or via the Services does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. When you leave our Services and Websites, our terms and policies no longer govern. You should review applicable terms of use and policies, including the privacy and data-gathering practices, of all third-party sites; and by using the Services you agree to be bound by the terms of use and policies of such third-party sites.
12. No Warranties
THE SERVICES, WEBSITES, AND WORKSPACES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY OR DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICES, IS AT YOUR SOLE RISK. INGENIOUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INGENIOUS DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, OR ANY ASPECT THEREOF, ARE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR ERROR-FREE.
Ingenious is not responsible for erroneous calculations or communications made using the Services or typographical or other errors or omissions relating to pricing, text, or images. We cannot and do not represent or warrant that the Websites and/or Services are free of viruses or other harmful components, including content that is posted by third parties. You should use industry-recognized software to detect and disinfect viruses from any download.
13. Limited Liability
IN NO EVENT SHALL INGENIOUS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SERVICES OR WEBSITES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA.
UNLESS OTHERWISE AGREED IN WRITING, INGENIOUS’S AGGREGATE LIABILITY FOR ANY ACTUAL AND DIRECT DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNTS YOU PAID TO INGENIOUS DURING THE PRIOR 12-MONTH PERIOD OR $1,000, WHICHEVER IS LESS.
You acknowledge that the above limitation of liability is a reasonable allocation of risk for your use of the Services and is a fundamental element of the basis of the agreement between you and Ingenious. Ingenious would not be able to provide the Services on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of our suppliers as well.
Some jurisdictions do not allow the limitation or exclusion of certain warranties, conditions, or damages, so some of the above exclusions may not apply to you.
14. Prohibited Conduct
Any violation of the following terms may result in the suspension or termination of your Account and/or suspension of your access to the Services and such other action as Ingenious deems appropriate. Indirect or attempted violations of these Terms, and actual or attempted violations by a third party on your behalf, shall be considered violations of the Terms by you.
The following non-exhaustive list describes the kinds of illegal or harmful conduct that are prohibited on the Services and Websites.
- You agree not to upload, post, share, or otherwise transmit any data that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, known to be false and presented as truth, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
- You agree not to upload, post, share, or otherwise transmit any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or subject to non-disclosure agreements).
- You agree not to upload, post, share, or otherwise transmit any data that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment. You agree not to upload, post, or otherwise transmit any data that potentially infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any person or entity.
- You agree not to upload, post, share, or otherwise transmit any data that is unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
- You agree not to use an account name, file or directory name, or third level domain (i.e., aaa.Ingenious.build), or other identifier that infringes or misappropriates any trademark, service mark, or other indicia of origin, or that is otherwise likely to cause confusion as to the source, affiliation, sponsorship, or endorsement of a third party’s products or services.
- You agree not to attempt to disguise the origin of any User Content transmitted to the Services.
- You agree not to act in any manner that negatively affects other users’ ability to use the Services.
- You agree not to impersonate any person or entity, including, without limitation, a manufacturer or owner of any product, or falsely state or otherwise misrepresent your affiliation with a person or entity.
- You agree not to interfere with the Services, or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.
- You agree not to post content that would be harmful to minors in any manner.
- You agree not to intentionally create and/or log in with multiple accounts.
- You are prohibited from violating the security of any system or network comprising the Services, including unauthorized access and monitoring any aspect or feature of the Services.
- You agree not to copy, decompile, reverse engineer, or create derivative works that include or are based on any aspect or element of the Services.
- You agree not to allow or facilitate any of the foregoing actions by any third party .
15. Arbitration Agreement
All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) arising under or in connection with these Terms, the use of any product or service provided by Ingenious, (including but not limited to the Websites and Services), or related to the collection or processing of personal information or data by Ingenious, which cannot be resolved informally or on an individual basis in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this section (this “Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Ingenious, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Ingenious should be sent to: IngeniousIO, Inc., 414 Union Street, Suite 1900, Nashville, Tennessee 37219.
After the Notice is received, you and Ingenious may attempt to resolve the claim or dispute informally. If you and Ingenious do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms.
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential.
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secrets, or any other matter in which injunctive relief may be granted and is sought shall not be subject to this Arbitration Agreement.
16. Confidentiality
You agree that the business and technical information of Ingenious, including, but not limited to, the Services and all software, source code, inventions, algorithms, know-how, and ideas related thereto, which is designated in writing as confidential or disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of Ingenious and its licensors (“Confidential Information”). Confidential Information does not include information that: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes known to the general public, through no act or omission on the part of you; (c) is disclosed to you by a third party without breach of any separate nondisclosure obligation; or (d) is independently developed by you (and such development can be demonstrated by clear written evidence).
Except for the specific rights granted by these Terms, you agree that you will not access, use, or disclose any of our Confidential Information without our written consent, and that you shall use at least the standard of care to protect the Confidential Information that is used to protect your own confidential information, but not less than reasonable care to protect our Confidential Information. You will be responsible for any breach of confidentiality by your employees, agents, and contractors.
Nothing herein shall prevent you from disclosing any Confidential Information as necessary pursuant to any applicable court order, law, rule or regulation; provided that prior to any such disclosure, you shall use reasonable efforts to (a) promptly notify Ingenious (to the extent legally permitted) in writing of such requirement to disclose, and (b) cooperate with Ingenious in protecting against or minimizing any such disclosure or obtaining a protective order.
17. General Provisions
You hereby release Ingenious and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Websites or Services or any interaction between you and any other user of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Ingenious shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, pandemic, accidents, strikes or shortages of transportation facilities, fuel, energy, labor, or materials.
These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Illinois, without giving effect to any principles that provide for the application of the law of another jurisdiction. Venue is exclusively in the state or federal courts (or arbitrators), as applicable, located in closest proximity to Nashville, Tennessee, with respect to any dispute arising under this Agreement, and the parties expressly agree to such exclusive jurisdiction and venue and waive any claims or arguments as to an inconvenient forum.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (c) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (d) you are not listed on any U.S. Government list of prohibited or restricted parties.
These Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter. Notwithstanding the foregoing, in those instances where you have paid for Services or had access to Services purchased on your behalf (e.g., by your employer) (as opposed to visiting a Website or using a free version of the Services), these Terms are and shall be subordinate to (a) any SaaS Terms incorporated into the Purchase Order entered into for such paid Services, or (b) the version of the SaaS Terms that is separately and physically (i.e., wet signature, electronic signature, etc.) signed by the parties (“Signed MSA”), and the parties acknowledge and agree that the terms of such instruments will control the obligations of the parties with respect to the paid Services in lieu of these Terms.
Please note that the Terms are subject to change by Ingenious in its sole discretion at any time. When changes are made, Ingenious will make a new copy of the Terms available on the Websites, and we will also update the effective date on the Terms. Your continued access of the Websites and use of the Services constitutes your acceptance of such change(s). You are responsible for reviewing these Terms from time to time to be aware of all changes.
