Innerly Website Terms of Use

Effective: June 24, 2024

Please read these Terms of Use carefully before you start using the Site. By accessing or using the Site, you agree to these Terms of Use and our Privacy Policy, which is incorporated herein by reference, and agree to be bound by them. If you do not agree to these Terms of Use, do not access or use the Site.

Innerly reserves the right to change, modify, add or remove portions of these Terms of Use at any time with or without notice. Your use of the Site following any such modification constitutes your agreement to these Terms of Use as modified.

CONTENT

All pages within the Site and any material made available for download are the property of Innerly, or its licensors, as applicable. The Site is protected by United States and international copyright and trademark laws. The contents of the Site, including without limitation all data, files, documents, text, photographs, images, graphics, audio, and video, and any materials accessed through or made available for use or download through this Site (“Content”) may not be copied, distributed, modified, reproduced, published or used, in whole or in part, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, except for purposes authorized by these Terms of Use or otherwise approved in writing by Innerly. You may not frame or utilize framing techniques to enclose, or deep link to, any name, trademarks, service marks, logo, Content or other proprietary information (including images, text, page layout, or form) of Innerly without our express written consent.

The origins of such Content may be internal or external to Innerly. While third-party Content are believed to be reliable, such third-party Content have not been independently authenticated, tested, or verified in whole or in part by Innerly. All Content provided on the Site, including any material from third parties, is provided “as is,” and Innerly makes no express or implied claims, representations or warranties as to its accuracy, validity, or veracity. Innerly shall not be liable, in any way, for your use of this Content, any results that may occur from such use, or any consequences from decisions made in reliance on this Content.

Innerly may make improvements and/or changes to the Content at any time. Although we attempt to periodically update the Content, the information, materials and services provided on or through the Site may occasionally be inaccurate, incomplete or out of date. Innerly does not have a duty to update the Content, and Innerly will not be liable for any failure to update such Content. We make no representation as to the completeness, accuracy or currentness of any Content on the Site, and we undertake no obligation to update or revise the Content, whether as a result of new information, future events or circumstances or otherwise. It is your responsibility to verify any information contained in the Site before relying upon it.

PERMITTED USE OF THE SITE

You may use the Site, and the Content solely for your internal business purposes and/or to learn about Innerly products and services, and solely in compliance with these Terms of Use.

INNERLY PRODUCTS AND SERVICES TERMS

If you purchase or license any Innerly products or services, your use of, and our respective rights and obligations with respect to such Innerly products and services is governed by the Terms of Service and other terms, rules, guidelines, policies and conditions applicable to such purchase or license.

PROHIBITED USE OF THE SITE

By accessing or using the Site, you agree that you will not:

Use the Site in violation of these Terms of Use;
Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so;
Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Innerly products or services in any way;
Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Site in a manner that sends more request messages to the Innerly servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
Use the Site in any manner that damages, disables, overburdens, or impairs any Site or interferes with any other party’s use and enjoyment of the Site;
Frame, mirror, republish, download (except as expressly permitted by Innerly), display, transmit, or distribute all or any portion of the Site in any form or media or by any means;
Attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any Innerly server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means;
Access data not intended for such user or log onto a server or an account which the user is not authorized to access; or attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or accessing or using the Site or any portion thereof without authorization;
Act in a way that may negatively reflect on or affect us, our prospects, or our customers;
Access the Site by any means other than through the interface that is provided by Innerly for use in accessing the Site; or
Use the Site for any purpose or in any manner that is unlawful or prohibited by these Terms of Use or solicit the performance of any illegal activity or other activity which infringes the rights of Innerly or others.

Any unauthorized use of any Content or the Site may violate patent, copyright, trademark, and other laws.

ACCESSING THE SITE

We reserve the right to withdraw or amend this Site, and any service or material we provide on the Site, at our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.
You are responsible for:

Making all arrangements necessary for you to have access to the Site;
Maintaining the security of all of your accounts on the Site, including, but not limited to, your user login, password and API key, and for all activity occurring under your accounts on the Site; and
Ensuring that all persons who access the Site through your internet connection or your accounts on the Site are aware of these Terms of Use and comply with them.

OWNERSHIP AND INTELLECTUAL PROPERTY

The Site is based upon proprietary Innerly technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of Innerly or its licensors (as applicable). Innerly, the Innerly logo, and other trademarks and service marks used on the Site are the property of SInnerly or, in the case of third-party marks, their respective owners, and your use of the Site grants you no license to use such marks. Innerly may use and incorporate into the Site or any of its products or service any suggestions or other feedback you provide, without payment or condition.
If you believe that your work has been used related to the Site in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify Innerly at hey@innerly.com You must provide all of the following in writing: identify the copyrighted work that you claim has been infringed (or if multiple copyrighted works, then a representative list of such works); identify the content on the Site that you claim is infringing with enough detail so that Innerly may locate it; your statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; your statement declaring that the notification is accurate, and, under penalty of perjury, that you are the exclusive owner of the copyright interest involved or that you are authorized to act on behalf of the exclusive owner; information reasonably sufficient to permit Innerly to contact you, i.e. address, telephone number, and email address; and your physical or electronic signature. On receiving the notification containing all of the information set forth above, Innerly will take whatever action, in its sole discretion, it deems appropriate, which may include notification to the alleged infringer, removal of the disputed use from the Site or Innerly products or services or termination of the posting account.

LINKS TO THIRD-PARTY WEB SITES

Links on the Site to third-party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site and will be subject to the terms of use and privacy policy applicable to those web sites. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by Innerly of the third party, the third-party web site, or the information on the third-party web site. We have not reviewed these third-party web sites and do not control and are not responsible for any of these web sites or their content and accept no responsibility for them or for any loss or damage that may arise from your use of them. We do not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party web sites linked to the Site, you do this entirely at your own risk and subject to the terms and conditions of use for such web sites.

FORWARD-LOOKING STATEMENTS

The Site may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about securities of an issuer which are located on the Site. To the extent that statements on this Site do not relate to historical or current facts, they constitute forward-looking statements. The words “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “could,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the current assumptions and beliefs of Innerly in light of the information currently available to it, and involve known and unknown risks, uncertainties and other factors. Such risks, uncertainties and other factors may cause actual results, performance, achievements or financial position to be materially different from any future results, performance, achievements or financial position expressed or implied by these forward-looking statements. Innerly undertakes no obligation to review or publicly update any forward-looking statements to reflect subsequently occurring events or circumstances or to reflect unanticipated events or developments.

VIOLATION OF TERMS OF USE

By using this Site, you agree that Innerly may at any time and in its sole discretion terminate and block your access to the Site if Innerly determines that you have violated these Terms of Use or any other Innerly agreements or guidelines which may be associated with your use of the Site. Further, you agree that your violation of the Terms of Use will constitute unlawful and unfair business practices and will cause irreparable harm to Innerly for which monetary damages would be inadequate. Additionally, you consent to Innerly obtaining any injunctive or equitable relief that it deems appropriate or necessary under the circumstances. The foregoing remedies are in addition to any other remedies Innerly may have.

DISCLAIMERS; LIMITATIONS OF LIABILITY

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
Innerly AND ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SECURITY, QUALITY OR ACCURACY OF THE SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES, IMAGES, GRAPHICS AND OTHER CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Innerly AND ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NEITHER Innerly NOR ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, LICENSORS AND SUPPLIERS REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Innerly BY ANY MEANS SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THESE TERMS OF USE. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND Innerly MAKES NO WARRANTY THAT ALL ERRORS OR INACCURACIES WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Innerly AND ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, FOR ANY CONTENT, FOR ANY THIRD PARTY WEB SITES LINKED TO THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF Innerly OR ANY OF ITS AFFILIATES, SUBSIDIARIES, SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, Innerly IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF Innerly AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

INDEMNIFICATION

You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless Innerly and its officers, directors, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site or the Content, or any violation by you of the applicable law or these Terms of Use. Innerly reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Innerly defense of such matter.

EXPORT RESTRICTIONS

Exports, re-exports, and transfers of Innerly products and services, including technology, software (including source code), commodities, technical data, related technology, and the direct products thereof, including the Site (the “Innerly Items“) are subject to U.S. export and sanctions laws and regulations, including those administered by the Commerce Department’s Bureau of Industry and Security under its Export Administration Regulations, the Treasury Department’s Office of Foreign Assets Control under its economic sanctions regulations, and other applicable export and sanctions laws, restrictions and regulations of any U.S. and non-U.S. government agencies or authority (“Applicable Export Laws”). You may not access, download, distribute, use, export, re-export, release, or otherwise transfer the Innerly Items in violation of any Applicable Export Laws. You agree to comply with all Applicable Export Laws and not to directly or indirectly provide or otherwise make available the Innerly Items in violation of any such Applicable Export Laws, or without all necessary approvals, including, without limitation, for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction nor will you use the Innerly Items for a military end-use or a military end-user in China, Russia or Venezuela. The Innerly Items may not be downloaded or otherwise provided or made available, either directly or indirectly, (i) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the Innerly Items with anyone whose status is described in items (i) or (ii) above.

GENERAL PROVISIONS

Confidentiality. You may obtain direct access via the Site to certain confidential information of Innerly and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing, and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Innerly and its suppliers. Upon Innerly written request, you must cease use of Confidential Information and return or destroy it. The Terms of Use impose no obligation upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Innerly, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms of Use; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms of Use and as disclosed after prior notice toInnerly adequate to afford Innerly the opportunity to object to the disclosure.
Authority. The Site is available to users 18 years of age and older. By accessing or using the Site, you warrant and represent that you have full power and authority to enter into these Terms of Use and that you are of a legal age to form a binding contract with Innerly.
Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to its subject matter. No waiver by Innerly of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Innerly reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Innerly does not guarantee that any errors, inaccuracies or omissions will be corrected.
Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, your use of the Site or the Content are governed by, and will be interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Boston, Massachusetts in the event of any dispute of any kind arising from or relating to these Terms of Use, your use of the Site or the Content.