InnerSpace Terms of Service

Last updated: December 15, 2023

InnerSpace Technology Inc. (“InnerSpace”, “us”, “we”, “our”) is the developer and owner of its proprietary software-as-a-service solution including any Modifications (defined below) thereto (collectively the “Services”). InnerSpace makes available the Services through its website, located at intello.innerspace.io (the “Website”). These terms of use (the “Terms of Service”), including: (i) any ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and InnerSpace or Customer and an InnerSpace reseller, referencing these Terms of Service (an “Order Form”); or (ii) any other documents incorporating and referencing these Terms of Service, form an agreement between InnerSpace and you and govern your access to and use of the Services (together the “Agreement”). This Agreement is entered into effective on the earlier of: (i) the date Customer first uses any part of the Services; and (ii) the date Customer agrees to be bound by this Agreement (the “Effective Date”).

The terms “you”, “your”, “User” or “Customer” refers to the person, or entity accessing, downloading, installing or otherwise using the Services or any part thereof (the terms “use” or “using” will refer to any of the foregoing).

BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO INNERSPACE THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE SERVICES ON BEHALF OF ANOTHER PERSON OR ENTITY, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO INNERSPACE THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON OR SUCH ENTITY TO THIS AGREEMENT.

THE SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.

INNERSPACE’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE SERVICES, EXCEPT WITH INNERSPACE’S PRIOR WRITTEN CONSENT.

1. Changes to these Terms of Service

EXCEPT WHERE PROHIBITED BY APPLICABLE LAW, INNERSPACE MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON INNERSPACE’S WEBSITE. UNLESS OTHERWISE INDICATED AND AGREED TO BY INNERSPACE IN AND ORDER FORM, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON SUCH WEBSITE (WHICHEVER IS EARLIER).

2. Services

(a) Provisioning of the Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, InnerSpace hereby grants Customer a revocable, limited, non-exclusive, non-sublicensable (except as provided in this Section 2(a)), non-transferable (except as provided in Section 12(b)) right to access and use the Services during the Term, solely for Customer’s internal use. Customer may permit its Permitted Users (defined below) to access and use the Services.

(b) Restrictions on Use. Customer will not itself, and will not permit others (including but not limited to any Permitted Users) to:

(i) sub-license (except to Permitted User as permitted in Section 2(a)), sell, rent, lend, lease or distribute the Services or any intellectual property rights therein or otherwise make the Services available to others;

(ii) use the Services to permit timesharing, service bureau use or commercially exploit the Services;

(iii) use or access the Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Services;

(iv) use the Services to create, collect, transmit, store, use or process any data, information, content, records, or files loaded, transmitted or entered into the services by the Customer (the “Customer Data”):

(A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;

(B) that Customer does not have the lawful right to create, collect, transmit, store, use or process; or

(C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);

(v) Modify the Services;

(vi) reverse engineer, de-compile or disassemble the Services;

(vii) remove or obscure any proprietary notices or labels on the Services, including brand, copyright, trademark and patent or patent pending notices;

(viii) access or use the Services for the purpose of building a similar or competitive product or service;

(ix) perform any vulnerability, penetration or similar testing of the Services; or

(x) use or access the Services for any purpose or in any manner not expressly permitted in these Terms of Service.

(i) suspend Customer’s access to or use of the Services or any component thereof:

(A) for scheduled maintenance;

(B) due to a Force Majeure event;

(D) if required by applicable law; or

(E) to address any emergency security concerns; and

(ii) Modify the Services.

(d) Subcontracting. InnerSpace may engage third parties to assist it in providing the Services or any part thereof. The delegating or subcontracting of all or any part of InnerSpace’s obligations under this Agreement to any subcontractor will not relieve InnerSpace from any obligation or liability under this Agreement.

(e) Third-Party Products. The Services may contain or require the use of third party technology that is licensed under separate license terms, and not under this Agreement or other third party products that are owned by third parties (collectively “Third-Party Products”). Customer is responsible for separately obtaining or licensing such technology. Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider. InnerSpace does not warrant or support Third-Party Products or other third-party products, offerings or services, whether or not they are designated by InnerSpace as “certified” or otherwise. InnerSpace cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to InnerSpace. InnerSpace is not responsible for any disclosure, Modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider.

3. Customer User Account; Responsibility for Permitted Users

(a) In order for Customer to access and use the Services, InnerSpace: (i) will issue one or more accounts (each, a “Customer User Account”) to Customer for use by Customer and all individuals who are Customer’s employees or independent contractors under staff augmentation arrangement with Customer, that Customer wishes to have access to and use of the Services (each, a “Permitted User”); and (ii) may designate one or more Customer User Accounts as administrator accounts that provides Customer with the capability to administer, maintain, and manage certain features of the Services through the Services. In registering for a Customer User Account, Customer will ensure that Permitted Users only use the Services through a Customer User Account. Customer will not allow any Permitted User to share the Customer User Accounts with any other person.

(b) Customer will use commercially reasonable efforts to prevent unauthorized access to or use of Services and Customer will promptly notify InnerSpace of any actual or suspected unauthorized use of the Services. InnerSpace reserves the right to suspend, deactivate, or replace a Customer User Account if it determines that a Customer User Account may have been used for an unauthorized purpose.

(c) Customer will: (i) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any third party products or systems with which Customer uses Services; (ii) solely responsible for: (A) providing, at its own expense, all network access to the Services, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Services; and (B) properly configuring and using the Services and taking its own steps to maintain appropriate security, protection and backup of its infrastructure (including without limitation any databases, servers, and any other protocol) which may include the use of encryption technology to protect such infrastructure from unauthorized access and routine archiving of such infrastructure; and (iii) use the Services in accordance with this Agreement and applicable laws.

(d) Customer is responsible for identifying and authenticating all Permitted Users and for ensuring only Permitted Users access and use Services. Customer shall ensure that all Permitted Users comply with this Agreement and that none of the Permitted Users bring or maintain any claim against InnerSpace, its shareholders, employees, officers, directors, affiliates, agents, contractors, successors, and assigns and those of its affiliates in respect of any matter related to or in connection with the subject matter of this Agreement. Customer shall be liable for any breach by a Permitted User of the terms herein.

4. Ownership; Reservation of Rights

(a) Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to InnerSpace: (i) a nonexclusive, worldwide, royalty-free, transferable, sublicensable, and fully paid-up licence during the Term to access, collect, use, process, store, disclose, transmit, transfer, copy, Modify and display Customer Data to provide the Services; and (ii) a nonexclusive, perpetual, worldwide, royalty-free, irrevocable, transferable, sublicensable, and fully paid-up licence to access, collect, use, process, store, disclose, transmit, transfer, copy, Modify and display Customer Data to: (A) improve and enhance the Services and its other offerings; (B) generate InnerSpace’s metadata; and generate (C) generate aggregated statistical data that: (1) is anonymized; (2) cannot be re-identified by InnerSpace; and (3) does not contain any Personal Information or identify any customers of Customer, Permitted Users or Customer (such data, information and materials, the “Aggregated Data”). Customer agrees that InnerSpace may: (i) make Aggregated Data publicly available in compliance with applicable law; and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law. For greater clarity, Aggregated Data will not contain any Customer’s Confidential Information.

(b) InnerSpace or its licensors retain all ownership and intellectual property rights in and to: (i) the Services; (ii) anything developed or delivered by or on behalf of InnerSpace under the Agreement including Aggregated Data; (iii) InnerSpace’s Confidential Information; and (iv) any modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations (collectively the “Modifications” or “Modify”) to the foregoing (i), (ii) and (iii) (“InnerSpace Property”).

(c) Without limiting the generality of Section 2(b), any reports, graphs and other results made available to the Customer through the Services are solely for Customer’s internal use and may not be distributed to any other person other than Customer’s employees without InnerSpace’s prior written consent.

(d) Customer grants to InnerSpace and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of Services or any of InnerSpace’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. InnerSpace is not obligated to use any Feedback.

(e) Unless otherwise agreed to in an Order Form, within 60 days of termination or expiration of this Agreement and all Order Forms under this Agreement, Customer may request from InnerSpace a digital copy of all information and electronic data captured and/or created as a result of Customer’s use of the Services (“Customer Data”).

(f) All rights not expressly granted by a party to the other party under the Agreement are reserved.

5. Privacy

Customer understands that any information about an identifiable individual by Customer or its Permitted Users to InnerSpace hereunder (“Personal Information”) will be treated in accordance with InnerSpace’s privacy policy located at www.innerspace.io/privacy (“Privacy Policy”). InnerSpace may, without Customer consent, revise its Privacy Policy from time to time, as is customary business practice in its field (e.g., to incorporate improvements in its solutions offerings or align its practices with changing regulatory requirements).

6. Support Services

Subject to Customer’s payment of all Fees, Customer will have access to InnerSpace’s standard technical support.

7. Fees and Payment

(a) Fees. Customer will pay InnerSpace the fees described in an Order Form (the “Fees”) in accordance with the terms set out herein. All Fees are non-refundable and non-cancellable. If Customer’s use of the Services exceeds the service capacity set forth in an Order Form or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. If Customer requests that InnerSpace provide it with services in addition to the Services, Customer will be billed for such additional services based on InnerSpace’s standard rates.

(b) Invoicing. InnerSpace will prepare and send to the Customer, at the then current contact information on file with InnerSpace, an invoice for any Fees that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced undisputed amounts within 30 days of the invoice date.

(c) Changes to Fees. Unless otherwise agreed to in an Order Form, InnerSpace reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to Customer.

(d) Disputed Invoices or Charges. If Customer believes InnerSpace has charged or invoiced Customer incorrectly, Customer must contact InnerSpace no later than 30 days after having been charged by InnerSpace or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, Customer will pay any undisputed amounts in accordance with the payment terms herein, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute.

(e) Late Payment. Customer may not withhold or setoff any amounts due under this Agreement. If Customer fails to make any payment when due, without limiting InnerSpace’s other rights and remedies, InnerSpace may: (i) charge interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid; and (ii) if such failure continues for five (5) days or more, InnerSpace may: (A) suspend, in accordance with Section 2(c), Customer’s and all other Permitted Users’ access to any portion or all of the Services until such amounts are paid in full; or (B) terminate the Agreement immediately on notice (which may be sent by electronic means to the account administrator), without incurring any obligation or liability to Customer or any other Person by reason of such suspension or termination.

(f) Taxes. The Fees do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with the Agreement, other than taxes based on the net income or profits of InnerSpace.

(g) Suspension. Any suspension of the Services by InnerSpace pursuant to the terms of the Agreement will not excuse Customer from its obligation to make payments under the Agreement on a non-disputed invoice.

8. Confidential Information

(a) Definitions. For the purposes of this Agreement, a party receiving Confidential Information (as defined below) will be the “Recipient”, the party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, including, where the Discloser is Customer, Customer’s Confidential Information includes the Customer Data, and, where the Discloser is InnerSpace, InnerSpace’s Confidential Information is the InnerSpace Property; provided that Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.

(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its rights or perform its obligations under this Agreement:

(i) disclose Confidential Information of the Discloser:

(A) in the case the Customer to any Person, except to its Permitted Users that have a “need to know” for the purposes of receiving the Services and that have entered into written agreements no less protective of such Confidential Information than this Agreement; or

(B) in the case of InnerSpace to InnerSpace’s employees, independent contractors, advisors, consultants, agents and its affiliates, that have a “need to know” for the purposes of receiving or providing the Services and that have entered into written agreements no less protective of such Confidential Information than this Agreement and to InnerSpace’s subcontractors for the purpose of providing the Services;

(ii) use Confidential Information of the Discloser other than to exercise its rights or perform its obligations under this Agreement; or

(iii) alter or remove from any Confidential Information of the Discloser any proprietary legend.

Each party will take industry standard precautions to safeguard the other party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.

(c) Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies (unless prohibited by applicable law) the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the party’s business; or (iii) in the case of InnerSpace, to potential assignees, acquirers or successors of InnerSpace if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of InnerSpace.

(d) Injunction and other equitable relief. Each party acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 8 or, in the case of Customer, Section 2(b) or Section 4, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

(e) Return of Confidential Information. Upon the termination or expiration of this Agreement and all Order Forms under this Agreement, each party will promptly return to the other party or destroy all Confidential Information of the other party in its possession or control within a reasonable amount of time in accordance with the Recipient’s data destruction practices. Notwithstanding the foregoing, InnerSpace may retain any electronically archived Customer’s Confidential Information, provided that such retained information remains subject to the confidentiality obligations in this Agreement.

9. Service Availability

(a) Service Level Agreement. The Service Level Agreement (“SLA”) for the Services shall be governed by the associated Order Form incorporated in the Agreement.

10. Warranty; Disclaimer; Indemnity

(b) Customer Warranty. Customer represents and warrants to, and covenants with InnerSpace that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each Permitted User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case, as required by applicable laws including applicable privacy laws, to enable InnerSpace to provide the Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of Personal Information, including by or to InnerSpace and to or from all applicable third parties; and (ii) Customer and its Permitted Users will comply with all applicable laws.

(c) GENERAL DISCLAIMER. INNERSPACE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES (AND ANY PART THEREOF) ARE PROVIDED “AS IS”. OTHER THAN AS EXPRESSLY PROVIDED FOR HEREIN, INNERSPACE MAKES NO WARRANTIES UNDER THIS AGREEMENT WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, HARDWARE OR OTHER PRODUCTS EMBEDDED IN OR INCLUDED WITH THE SERVICES OR FURNISHED TO CUSTOMER BY INNERSPACE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, INNERSPACE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL, OR STATUTORY WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, AND OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, INNERSPACE EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION, OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.

(c) Indemnity. Customer will defend, indemnify and hold harmless InnerSpace, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customer’s breach of any of Customer’s obligations, representations or warranties under the Agreement; or (iii) use of the Services (or any part thereof) by Customer in combination with any third party software, application or service. Customer will fully cooperate with InnerSpace in the defense of any claim defended by Customer pursuant to its indemnification obligations under the Agreement. Customer shall not settle any claim without InnerSpace’s prior written consent.

11. Limitation of Liabilities

The parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:

(a) AMOUNT. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10(C), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

(b) TYPE. EXCEPT AS OTHERWISE PROVIDED IN SECTION 10(C), TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (E) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.

(c) EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS IN SECTIONS 10(A) AND 10(B) DO NOT APPLY TO LIMIT: (I) CUSTOMER’S OBLIGATIONS UNDER SECTIONS 9; (II) LOSSES ARISING OUT OF OR RELATING TO CUSTOMER’S BREACH OF ITS OBLIGATIONS UNDER SECTIONS 2(B); (III) EITHER PARTY’S BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION) (PROVIDED THAT INNERSPACE’S LIABILITY FOR AN ACCIDENTAL OR UNLAWFUL DESTRUCTION, LOSS, ALTERATION, UNAUTHORIZED DISCLOSURE OF, OR ACCESS TO CUSTOMER DATA, RESULTING FROM A BREACH OF SECTION 8 (CONFIDENTIAL INFORMATION) IS LIMITED TO THE LIABILITY CAP IN SECTION 10(A) ABOVE); (IV) CUSTOMER’S PAYMENT OBLIGATIONS IN THIS AGREEMENT; OR (V) A PARTY’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD.

12. Term and Termination

The term of this Agreement, and the conditions under which it may be terminated, shall be governed by relevant sections and terms in the associated Order Form.

13. General Provisions

(a) Notices. Notices sent to either party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the party to whom a notice is being given. Notices must be in writing and sent: (i) if to InnerSpace, the address set out in the Order Form; and (ii) if to Customer, to the current postal or email address that InnerSpace has on file with respect to Customer. InnerSpace may change its contact information by posting the new contact information on its website, through the Services or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with InnerSpace current at all times during the Term.

(b) Assignment. Neither Party shall assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Upon receipt of a written notice requesting assignment, the non-assigning Party shall have a period of fifteen (15) calendar days to respond to such request. Failure to respond within the specified period shall be deemed as consent given by the non-assigning Party to the assigning Party. Notwithstanding the foregoing, any assignment, transfer, delegation, or subcontract in violation of this Section will be null and void.

(c) Governing Law and Attornment. This Agreement shall be governed by, construed, and enforced in accordance with the laws of The State of New York, without regard to its conflict of laws rules. The Parties hereby irrevocably consent to the exclusive jurisdiction of the courts of The State of New York for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the federal or state courts of The State of New York. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to a violation of intellectual property rights.

(d) Export Restrictions. Customer shall not to directly or indirectly export, re-export or import all or any portion of the Services without first obtaining all required licenses, permits and permissions. InnerSpace makes no representation or warranty that the Services may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.

(e) Construction. Except as otherwise provided in the Agreement, the parties’ rights and remedies under the Agreement are cumulative. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms of Service are for reference purposes only and have no substantive effect. The terms “consent” or “discretion”, when used in respect of InnerSpace in the Agreement means the right of InnerSpace to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.

(f) Force Majeure. Neither party will be liable for delays caused by any event or circumstances beyond that party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving that party’s employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites (“Force Majeure”). This Section does not apply to any of Customer’s obligations under Sections 2(b) (Restrictions on Use), 7 (Fees and Payment), and 9 (Warranty; Disclaimer; Indemnity).

(g) Customer Lists. Unless otherwise agreed to in an Order Form, InnerSpace may identify the Customer by name and logo as a InnerSpace customer on InnerSpace’s website and on other promotional materials. Any goodwill arising from the use of the Customer’s name and logo will inure to the benefit of the Customer.

(h) Severability. Any provision of the Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.

(i) Waiver. A waiver of any provision of the Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

(j) Independent Contractors. InnerSpace’s relationship to Customer is that of an independent contractor, and neither party is an agent, employee or partner of the other. Neither party will have, and will not represent to any third party that it has, any authority to act on behalf of the other party.

(k) Entire Agreement. The Agreement (including all Order Forms) constitutes the entire agreement between the parties with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral. In the event of any conflict or inconsistency between these Terms of Service and an Order Form, these Terms of Service will prevail.

(l) English Language. It is the express wish of the parties that the Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.