Effective Date: March 29th, 2021
Welcome to Inito, offered by Inito, Inc. (“Inito”, “we”, or “us”). This document explains the terms under which you may use our online and/or mobile services, including the Inito website, our mobile applications and other software provided in connection with our services, the content we publish on the websites, video platforms, blogs or in our applications (“Content”), and any products or services you obtain through our websites or applications, including the Inito Fertility Monitor and test strips (all of which we collectively refer to as the “Service”).
In this Agreement, the terms “you” and “yours” refers to each User, or in the case of a use of the Service by or on behalf of a minor, “you” and “yours” refer to and include (i) the parent or legal guardian who provides consent to the use of the Service by such minor or uses the Service on behalf of the minor, and (ii) the minor for whom consent is being provided or on whose behalf the Service is being utilized. Notwithstanding the foregoing, the Service is not intended for individuals under the age of eighteen (18) and individuals under the age of eighteen (18) are prohibited from using all or any part of the Service or entering into this Agreement, even if a parent or legal guardian would be willing to provide consent to use of the Service or this Agreement. Please contact us at firstname.lastname@example.org if you are a parent or legal guardian of an individual under the age of eighteen (18) who you believe has used the Service without your consent.
Arbitration Notice: Please note that one element of this Agreement is your confirmation that disputes between you and us arising out of or related to this Agreement or any element of the Service will be resolved by our binding arbitration requirement and you waive your rights to a jury trial and to participate in a class action lawsuit or class-wide arbitration, as further set forth below.
You are welcome to browse our websites and our other publicly available Content without creating a User account, but you must register and provide the information necessary to create an account in order to use our mobile applications, obtain test results from using the Inito Fertility Monitor and test strips, place an order on our website, or utilize any other parts of our Service. We refer to this as your “Basic Subscriber Information.” We encourage you to use a distinct and non-obvious password that is different from passwords you use for any other service. You are responsible for maintaining the accuracy, completeness, and confidentiality of your Basic Subscriber Information, and you will be responsible for all activities that occur under your account, including activities of others to whom you have provided your Basic Subscriber Information. We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Basic Subscriber Information secure. If you discover any unauthorized use of your Basic Subscriber Information or suspect that anyone may be able to access your private Content without authorization, you should immediately change your password and notify our Customer Support team.
By accepting this Agreement, you acknowledge and agree that Inito is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with Inito. This remains true even if you utilize one of our Fertility Coaches. The Content we provide is for information purposes only and is not a substitute for professional medical advice. Inito recommends you obtain advice from your doctor or other health care provider to assist in your medical decisions, or in the case any concerns regarding the use of the Service or any products we may sell.
Additionally, if you elect to work with a Fertility Coach – which is entirely your decision to make - you consent to us using electronic and phone communications, including unencrypted email, chat or calls within our Inito website and/or our mobile applications, and other information technology, or other means to enable communications with you, including the sharing of Protected Information (as defined below) with the Fertility Coach. We will endeavor to remind you of this prior to your initial consultation with a Fertility Coach, but by agreeing to this Agreement you acknowledge you are assuming the risks associated with transmitting data over the Internet or other telecommunication services.
While you are not establishing a doctor-patient or other health care provider-patient relationship with Inito by using the Service, you are establishing a direct customer relationship with us in connection with your use of the Service, including any purchase of the Inito Fertility Monitor or other testing products sold directly to you by Inito via the Service.
We care about your privacy and the security of your Protected Information and you and we each have responsibilities in this regard. Of course, you will need to obtain a computer to access your account through a web browser or by installing our mobile applications on your personal computing devices. (Obtaining those devices and paying for their connectivity and data plans is your responsibility.) In addition, persons with access to your computer, phone, or mobile or other devices may be able to access the Service and information about you, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. Inito assumes no responsibility for the security of your computing devices, communications choices, the availability or security of the Internet or other telecommunication services necessary to access the Service, including any communications between you and a Fertility Coach.
You may elect to utilize functionality in the Service that enables Users to share their data obtained from the Service (“Service Information”) with one or more other parties (each party, a “Viewer”) by sending this information from the Service. You acknowledge that this type of sharing of Service Information is entirely in your discretion and, should you elect to share any Service Information, you shall be solely responsible for the consequences of such sharing, including any unanticipated disclosure to other parties. Any Viewer who receives and accepts an invitation to obtain access to your Service Information may be required to agree to be bound by the terms of this Agreement.
Once your account is created, we grant you a limited, non-exclusive, license to use the Service subject to this Agreement until you close your account voluntarily or until we close your account pursuant to this Agreement. In addition, we grant you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use our mobile applications, for the sole purpose of enabling you to use the Software and enjoy the benefits of the Service, subject to any applicable license terms provided with the mobile applications and this Agreement, until your rights are terminated in accordance with such license. You do not obtain any other right or interest in Inito or the Service.
By agreeing to this Agreement, and using the Service, you acknowledge and agree that Inito has a variety of rights in the Service and the data and Content generated by the use of the Service. These rights include:
In order to enable us to operate the Service, we must obtain from you certain rights to process the data you submit to us, including your Protected Information, so that technical actions and data processing we take in operating the Service are not considered legal violations. Accordingly, by using the Service and uploading data, you are granting Inito a license to process such data, and to, display, perform and distribute it to you in your account and on your mobile applications and to modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) and reproduce such data to enable us to operate the Service.
You agree that these rights and licenses are royalty free, transferable, sub-licensable, worldwide, and irrevocable (for so long as your data is stored with us), and include a right for Inito to make such data available to, and pass these rights along to, others with which Inito has contractual relationships related to the provision of the Service, solely for the purpose of providing such services, and to otherwise permit access to or disclose your data to third parties if Inito determines such access is necessary to comply with its legal obligations.
By using the Service, you acknowledge and agree that all rights in the Service, including the software that is part of the Service (the “Inito Software”), the Inito Fertility Monitor, Test Strips, and attachment clip], and all Content, are protected by various intellectual property rights, such as copyright, trademark, patent, trade secret, and other laws, regulations, and treaties, in addition to the terms in this Agreement. Unless otherwise specified by Inito in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by Inito. You agree that Inito (and its licensors, as applicable) own all rights, title, and interest in and to the Service (including moral rights and related documentation). In particular, you agree to not modify, create derivative works of, decompile, or otherwise attempt to extract source code from any Inito Software or Inito hardware, unless you are expressly permitted to do so under an open source license, we give you express written permission, or you are otherwise legally permitted to do so notwithstanding this prohibition. Inito’s stylized name, logo, and other related graphics, and any service marks and trade names used on or in connection with the Service are Inito’s trademarks and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
When you submit any ideas, suggestions, documents and/or proposals relating to the Service (or other products or services) to Inito through email, phone call, a social media channel, chat or text messages through our mobile applications or web sites, or through any other channel or mechanism (collectively, “Contributions”), you acknowledge and agree that: (i) your Contributions do not contain confidential or proprietary information; (ii) Inito is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (iii) Inito shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way; (iv) Inito may have something similar to the Contributions already under consideration or in development; (v) your Contributions automatically become the property of Inito without any obligation of Inito to you; and (vi) you are not entitled to any accounting, compensation or reimbursement of any kind from Inito under any circumstances. When Submitting any Contributions, you warrant to us that any holder of any worldwide intellectual property or other right, including moral rights, in such Contributions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant rights stated above to us. If a Contribution you make contains Protected Information, Inito’s rights under this section with respect to the use or disclosure of such Protected Information will be limited as and to the extent required under applicable law.
We retain the right, in our sole discretion, to implement new elements as part of and/or ancillary to the Service, including changes that may affect the previous mode of operation of the Service or Inito Software. We expect that any such modifications will enhance the overall Service, but it is possible that you may not agree with us. We also reserve the right to establish limits to the nature or type of results available to you, the number of tests taken, the ability to send or receive messages, the nature or size of any repository of information, the nature of, or your continued ability to access or distribute, your data, Content, or other data, and impose other limitations at any time, with or without notice. For example, we may at some point charge fees for certain components of the Service that did not previously have a fee.
You also acknowledge that a variety of Inito actions may impair or prevent you from accessing or using the Service at certain times and/or in the same way, for limited periods or permanently, and agree that Inito has no responsibility or liability as a result of any such actions or results, including, without limitation, for the deletion of, or failure to make available to you, any data or Content. You agree that we shall not be liable to you or to any third party for any modification, suspension, or discontinuance of any part of the Service.
Inito may from time to time include as part of the Service and Inito Software computer software supplied by third parties which is utilized by permission of the respective licensors and/or copyright holders on the terms provided by such parties. We provide information about some of this third-party software here and within the particular Inito Software. Inito expressly disclaims any warranty or other assurance to you regarding such third-party software.
In connection with any modification of the Service, Inito may automatically download software updates on your computing devices from time to time with the intention of improving, enhancing, repairing and/or further developing the Service. Inito will endeavor to provide you with the option of whether or not to install the update; however, in certain circumstances (e.g., security risks), Inito may require you to install the update to continue accessing the Service. In all cases, you agree to permit Inito to deliver these updates to you (and you to receive them) as part of your use of the Service.
Inito reserves the right to monitor use of the Service at any time as it deems appropriate and to remove any materials that, in Inito’s sole discretion, may be illegal, may subject Inito to liability, may violate this Agreement, or are, in the sole discretion of Inito, inconsistent with Inito’s purpose for the Service.
Our commercial transactions with you, including your purchase of any products from us, or the use of any promotional codes are governed by our Commercial Terms, as they are in effect at the time of such transactions.
The nature of our Service requires that we impose certain conditions upon your use, and that you acknowledge certain cautions in using the Service, as follows:
You are prohibited from using or attempting to use the Service (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) in any manner that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) in any manner that could interfere with any other party’s use and enjoyment of the Service, (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data, or information not intended by Inito to be made accessible to a User, (vi) to obtain any materials, or information through any means not intentionally made available by Inito, (vii) to reverse engineer, disassemble or decompile any Inito Software or other technology on the Service, or (viii) for any use other than the business purpose for which it was intended.
In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Inito representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; or (p) assist or permit any person in engaging in any of these activities.
Inito reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User's access and/or account. Inito may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.
In using the Service, you acknowledge that use of the Service does not guaranty any particular result. This means that: (1) there is no guarantee that the use of the Service and our products will assure you of becoming pregnant; (2) you may or may not successfully discover a pattern that leads to a diagnosis of potential illness or disease with the use of our Service and products; (3) using the Service and our products to avoid becoming pregnant is not recommended as you may still become pregnant, so you should not use the Service or our products for family planning; and (4) you are solely responsible for the interpretation of the information obtained by using the Service and our products. Please review the information and educational items we publish on our website, our social media outlets, and in our mobile applications for additional guidance on these issues.
Information provided through the Service may involve discussion of reproductive anatomy and/or sexual acts and therefore may not be appropriate for all people. If you are offended by material of a sexual nature, including information about conceiving or family planning, or discussion of reproductive anatomy then you should not use our Service.
If you purchase the Inito Fertility Monitor, you need to understand that the configuration of the Monitor is designed for a particular mobile device, so you must ensure that you purchase the Monitor that works with your mobile device. In addition, should you change your mobile device, you may need to purchase a new Monitor. You also are responsible for ensuring that if you use any mobile application that you are using the most recently published version of such software.
You may elect to terminate any account you have created at any time by following the directions within your account or emailing us at email@example.com, provided that if you are then purchasing any product or Service component pursuant to a Subscription, you shall continue to be charged for the cost of such Subscription until you have cancelled it in accordance with the then-applicable terms of this Agreement.
Inito may suspend or terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement, or if we discontinue the Service.
Upon any termination of the Service, the User shall no longer have access to the Service or any of the data stored with respect to their account. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with Inito. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any other name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold Inito harmless from any and all liability that Inito may incur with respect thereto.
Content and other information contained on the Service is provided by Inito as a convenience. Users relying on Content or other information from the Service do so at their own risk.
THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. ANY ACCESS TO OR USE OF THE SERVICE IS VOLUNTARY AND AT THE SOLE RISK OF THE USER. INITO AND EACH THIRD-PARTY OFFERING PRODUCTS OR SERVICES THROUGH THE SERVICE, INCLUDING ANY FERTILITY COACH, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PARTICULAR PURPOSEWITH REGARD TO THE SERVICE, AND WITH RESPECT TO ANY INFORMATION, CONTENT, PRODUCT, SERVICE, MERCHANDISE OR OTHER MATERIAL PROVIDED ON OR THROUGH THE SERVICE OR THE PLATFORM. INITO DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS OR USEFULNESS OF THE SERVICE. INITO DOES NOT WARRANT THAT THE SERVICE WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, INTERFERENCES, IMPERFECTIONS, CORRUPTION, CYBER ATTACK, VIRUSES, MALWARE, OR ANY ADVERSE INCIDENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INITO BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY AND CONSEQUENTIAL DAMAGES, PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, OR WRONGFUL DEATH, LOSS OF DATA, LOST PROFITS, OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY INFORMATION AND CONTENT MADE AVAILABLE THROUGH THE SERVICE OR ANY SERVICES PERFORMED OR PRODUCTS OFFERED BY THIRD-PARTIES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INITO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INITO SHALL BE LIABLE ONLY TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED U.S. $1,000.
ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE, CONTENT, OR PRODUCTS OBTAINED THROUGH THE SERVICE MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE, CONTENT, OR PRODUCTS OBTAINED THROUGH THE SERVICE IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICE, CONTENT, OR PRODUCTS OBTAINED THROUGH THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
You agree to defend, indemnify, and hold Inito and any third parties offering products or services through the Service harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of this Agreement or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.
Any notices to you from Inito regarding the Service or this Agreement may be made by email, a posted notice on the Service, or regular mail, in the sole discretion of Inito.
When you access or use the Service or send emails, chat or audio calls in our mobile application, or SMS messages to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you via email, SMS messaging or through the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.
You may elect to receive certain messages from Inito at your mobile phone number, including messages to: (1) provide you with information you requested from Inito; and/or (2) provide you with status updates regarding your orders. If you provide us with your mobile phone number, you must have a text messaging-enabled mobile device with a text messaging plan in order to receive text messages from us. This service is without charge from Inito but charges from your carrier for text, data or other usage may apply and you are responsible for all such charges. If you enroll to receive texts from us, you acknowledge and agree to be bound by the following terms:
You represent and warrant to us that you are authorized: (i) you are the owner of the mobile phone number you designate in Inito’s system to receive communications from Inito via Short Message Service or text ("Texts"), and (ii) you are solely responsible for any mobile message or data charges that may be incurred by communicating with us via Texts. You may register to receive Texts by entering and submitting your phone number in the provided submission form available on our website. By entering your phone number and/or by confirming your desire to receive Texts from us, you consent to these terms and to receive text message communications from Inito as described herein. A text message will be delivered to the mobile number you provided confirming your enrollment once you have submitted your phone number. You are responsible for managing the types of texts (whether SMS or MMS) you receive.
By subscribing to receive Texts, you expressly consent and agree to accept and receive information regarding products you order. With your consent, we may also use automated or non-automated technology to send you communications via text message to the cellular/mobile telephone number that you provide to us. You understand that you are not required to receive text messages as a condition of purchasing goods or services from Inito. The information in any message may be subject to certain time lags and/or delays.
We may send you an initial message confirming that we have received your opt-in. After that, the number of Texts you receive will vary depending upon how you use our Service and whether you take steps to generate additional Texts from us (such as by sending a HELP request).
By agreeing to receive Texts, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing us at firstname.lastname@example.org with "Revoke Electronic Consent" in the subject line.
To view and retain a copy of this disclosure or any information regarding your election to receive Texts, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at email@example.com with contact information and the address for delivery.
In order to cease receiving Texts, you may unsubscribe by replying STOP, QUIT, CANCEL, UNSUBSCRIBE, and/or END to any text message you receive or contacting Inito Customer Service by email at firstname.lastname@example.org. You consent that following such a request to unsubscribe, you may receive one (1) final message from Inito confirming that you have been inactivated in our system. Please allow up to three (3) business days to process your request. Following such confirmation message, no additional text messages will be sent to you unless you re-activate your subscription to receive messages.
By subscribing to receive Texts, you approve any message, voice and data charges from your mobile carrier. Check your carrier’s plan for details. You acknowledge and agree that you are solely responsible and liable for obtaining, maintaining, and paying all charges related to your mobile device(s).
Inito is not responsible for incomplete, lost, late, or misdirected messages, including (but not limited to) undelivered messages resulting from any form of filtering by your mobile carrier or service provider or otherwise.
You acknowledge and agree that the Texts may be provided in some cases through automatic telephone dialing technology, an artificial voice, or a pre-recorded voice. By subscribing to receive Texts, you expressly consent to receive the Texts through automatic dialing technology, artificial and pre-recorded voice to the telephone or cell phone number you have provided to us.
Inito reserves the right, in its sole discretion, to cancel or suspend any or all of the Texts, in whole or in part, for any reason, with or without notice to you.
We respond to clear and complete notices of alleged infringement of copyright, trademark or other intellectual property laws that satisfy the requirements in this Agreement (which we believe to comply with the United States Digital Millennium Copyright and other applicable laws). If you believe that your intellectual property rights have been violated, please notify our Compliance team according to the instructions provided by our Copyright Policy and we will investigate. Note that each owner of intellectual property is responsible for protecting their rights and taking any legal or other action they determine to be appropriate to do so, and Inito does not accept any obligation to take any particular action to enforce or protect any party’s intellectual property rights on their behalf.
This Agreement and any other agreements Inito may post on the Service or that you and Inito may execute from to time constitute the entire agreement between Inito and you in connection with your use of the Service and supersede any prior agreements between Inito and you regarding use of the Service, including prior versions of this Agreement.
YOU AND WE EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND US ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO INITO, THE SERVICE, CONTENT, OR ANY OTHER GOODS, SERVICES OR ADVERTISING BY INITO, INCLUDING ANY PRODUCTS SOLD THROUGH THIRD PARTY RESELLERS OR PAYMENTS MADE TO THIRD PARTY PAYMENT PROCESSORS, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THIS AGREEMENT (COLLECTIVELY “DISPUTES”), SHALL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA'S COMMERCIAL ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is extremely limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.
Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Inito will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Inito also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses. Notwithstanding the foregoing sentence, Inito will not seek to recover attorneys’ fees or costs incurred in arbitration from you if you are a consumer.
The arbitration shall be conducted in San Francisco, California, except that, in the event San Francisco is not within 100 miles of your residence, the arbitration may be conducted within 100 miles of your residence, unless the parties agree otherwise in writing. The arbitrator’s award shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at https://www.adr.org.
Notwithstanding anything to the contrary herein, to the extent the Dispute arises from: (a) a violation of either party’s intellectual property rights in any manner; and/or (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; then you and Inito agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in San Francisco, California, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.
ALL DISPUTES SUBJECT TO ARBITRATION UNDER THIS AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THIS AGREEMENT AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION SHALL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) shall be severed from the arbitration and may be brought exclusively in the state or federal courts located in San Francisco, California, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief shall be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in California for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph.
You can opt out of the provisions of this Agreement that require the arbitration of Disputes by providing us a written opt-out notice within 30 days of the “Effective Date” at the top of this Agreement. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate disputes with the applicable party to: Inito Inc., 355 Bryant Street, Unit 403, San Francisco CA 94107, ATTN: Arbitration Opt-Out.
Before you commence arbitration of a Dispute, you must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your User account (if applicable), a detailed description of the Dispute, and the relief you seek. Before we commence arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief we seek. Any Notice of Dispute you send to us should be mailed to Inito Inc., 355 Bryant Street, Unit 403, San Francisco CA 94107, ATTN: Dispute Notice and a copy should be sent via email to email@example.com. If we are unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration. Notwithstanding anything to the contrary in this Agreement, if we make any future material modification to any provisions of this Agreement that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph. Further, if we make any future material changes to the provisions of this Agreement that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at Inito Inc., 355 Bryant Street, Unit 403, San Francisco CA 94107, ATTN: Arbitration Opt-Out within 30 days of the effective date of such modifications.
You agree that regardless of any statute or law to the contrary or the applicable dispute resolution process, any claim or cause of action you may have arising out of or related to the Service, any products purchased, or any Content must be formally initiated within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
The provisions of this section, entitled “Claims Are Time-Barred” shall be deemed to constitute a separate written legally binding agreement by and between you and us.
This Service is controlled and operated by Inito from our offices within California, USA. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent applicable. Access to the Service from jurisdictions where the contents of the Service are illegal or penalized is prohibited.
The validity, interpretation, construction, and performance of this Agreement will be governed by the Federal Arbitration Act and the laws of California, without regard to any conflicts of law provisions.
All parts of this Agreement apply to the maximum extent permitted by law. Our failure to enforce any provision of this Agreement will not constitute a waiver of such right. We both agree that if we cannot enforce a part of this Agreement as written, then that part will be replaced with terms that most closely match the intent of the unenforceable part to the extent permitted by law. Except as otherwise provided in this Agreement, the invalidity of part of this Agreement will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.
Neither this Agreement, nor any Content, materials or features of the Service create any partnership, joint venture, employment, or other agency relationship between you and Inito. You may not enter into any contract on our behalf or bind us in any way.
You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Inito may, in its sole discretion, assign or transfer, without further consent or notification, this Agreement or any or all of the contractual rights and obligations pursuant to this Agreement, in whole or in part, to any affiliate of Inito or to a third party in the event that some or all of Inito’s business is transferred to such other third party by way of merger, sale of its assets or otherwise.
Any use of third-party software provided in connection with the Service, or any third-party product obtained through the Service, will be governed by, and you shall comply with, the applicable third-party’s commercial terms and, if there are no such commercial terms, by this Agreement.
Except for the foregoing or as otherwise specifically set forth in this Agreement, including with respect to the indemnification obligations contained herein in favor of Inito and the agreement to arbitration, we hereby expressly agree that there is no intent by either party to create or establish third-party beneficiary status rights or their equivalent in any other referenced individual, subcontractor or third party, and, except as specifically set forth in this Agreement, that no third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.
We are continually making modifications and enhancements to our Service and so this Agreement may be amended without prior notice as new features, technology, or legal requirements arise, so please check back from time to time and check the Effective Date set forth above. If we make a significant change, we will notify you and, where required, seek your consent.
If we do update this Agreement, you are free to decide whether to accept the updated terms or to stop using our Service; your continued use of the Service after the effectiveness of that update will be deemed to represent your agreement with, and consent to be bound by, the modified Agreement. Except for changes made by us as described here, no other amendment or modification of this Agreement shall be effective unless set forth in a written agreement expressly amending this Agreement and bearing a written signature by you and us. For clarity, email or other communications will not constitute an effective written agreement for this purpose.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us via email at firstname.lastname@example.org or at:
355 Bryant Street, Unit 403
San Francisco, CA 94107
Attention: Legal Notice
If you have any questions or concerns about this Agreement, please contact us by email at email@example.com. We will attempt to respond to your questions or concerns promptly after we receive them.