INNVUE TERMS OF USE

These Terms of Use (“Terms”) govern your use of this website and the products and services (collectively, “InnVue Services”) provided by Innovar Media, LLC (“Innovar”) to you or your employees or agents (collectively, “You”) through the InnVue platform (“InnVue”). THESE TERMS CONSTITUTE A LEGALLY-BINDING AGREEMENT AND YOU ARE SUBJECT TO THEM IN THE SAME MANNER AS A PHYSICALLY SIGNED DOCUMENT. YOU MAY NOT ACCESS OR USE THE INNVUE SERVICES (INCLUDING THIS WEBSITE) UNLESS YOU AGREE TO THESE TERMS, AND ANY SUCH ACCESS OR USE WILL BE SUBJECT TO AND IN ACCORDANCE WITH THESE TERMS. If you have entered into another agreement with Innovar concerning specific InnVue products or services, then the terms of that agreement control where it conflicts with these Terms.

1. Services.

1.1 Services. Innovar grants you a non-exclusive, non-sublicensable, and non-transferable, limited right to use the InnVue Services, together with the associated documentation, in accordance with these Terms. You must comply with all documentation and instructions provided by Innovar, and shall ensure that its hardware and systems meet the minimum technical specifications for the InnVue Services as set forth in the applicable documentation. Innovar has no obligation or other liability for any failure of the InnVue Services to function if You does not comply with the documentation, instructions, or specifications. Innovar may require that you register for an account prior to providing you with access to the documentation.

1.2 Restrictions and Exclusions. You shall not, and shall not permit any third party to, do any of the following: (a) reverse engineer, disassemble, decompile, decode or adapt the InnVue Services, or otherwise attempt to derive or gain access to the source code used in the InnVue Services, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the InnVue Services to any third party, including on or in connection with the internet or any time-sharing, service bureau, cloud or other technology or service; (c) bypass or breach any security device or protection used for or contained in the InnVue Services; (d) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trademarks, terms of the documentation, warranties, disclaimers, or Intellectual Property Rights (defined below), proprietary rights or other symbols, notices, marks or serial numbers on or relating to the InnVue Services or documentation; (e) use the InnVue Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable law; (f) use the InnVue Services for the purpose of (1) publishing or publicly disclosing benchmarking or competitive analysis of the InnVue Services, provided that the foregoing will not restrict You from benchmarking the InnVue Services for its own internal purposes or from using a third party to perform benchmarking on behalf of You, provided that any such third party must be subject to confidentiality restrictions as described in Section 6.1; (2) developing, using or providing a competing software product or service; (g) modify, translate, distribute, or create derivative works of the InnVue Services, (h) take any action or provide any materials or content that contains or enables any virus, worm, ransomware, or other malicious code or code that is intended to capture or transmit data without authorization; or (i) using the InnVue Services for any purposes other than for its intended purpose.

1.3 Additional Requirements. You must comply with Innovar’s Acceptable Use Policy with respect to the InnVue Services, as such policy is updated from time to time. The current Acceptable Use Policy is appended to the end of these Terms. Please check back often for updates.

1.4 Content and Materials; Data Collection and Use. You hereby grant Innovar a non-exclusive, worldwide, perpetual, irrevocable, sublicensable, and transferable right and license to access, use, store, copy, and distribute any content or materials You upload, insert, or provide with or to the InnVue Services; such right and license also includes the right to modify such content and materials, but only to the extent necessary to conform them to the InnVue Services technical requirements. Innovar may retain your content and materials for the time period deemed reasonable by Innovar. Innovar may track usage and other data through the InnVue Services (“Service Data”), and may use such Service Data for its business purposes including, without limitation, to improve and support the InnVue Services and develop new products and services. Innovar may also aggregate and anonymize the Service Data and use and distribute such anonymized data for its business purposes.

1.5 Account. If you have registered for an InnVue account, you are required to keep your account information, including contact information, accurate and current, and to promptly notify Innovar of any changes. Innovar may reject, suspend, or terminate an account at any time in its sole discretion.

2. Fees and Payments. Certain portions of the Services may require payment of fees or other amounts (“Service Fees”). We will make you aware of any applicable Service Fees, and by using any Services to which Service Fees apply, You agree to pay those Service Fees.

3. Term and Termination.

3.1 Termination. You may terminate Your account upon written notice to Innovar at any time. Innovar may terminate Your account at any time with or without notice. Upon the termination or expiration of Your account or these Terms for any reason, Innovar may immediately disable Your access to the InnVue Services.

3.2 Suspension. Innovar may immediately suspend You without notice if Innovar has reason to believe that (a) You are in breach of Section 1.2, 1.3, or 4.1, (b) You are in violation of any law or regulation, (c) You are taking any action that might harm the InnVue Services or any other user of the InnVue Services, or (d) Your continued access may result in a legal claim against Innovar.

4. Confidentiality; Intellectual Property.

4.1 Confidentiality. In connection with these Terms, Innovar may disclose or make available to You certain confidential information. You agree to safeguard the Innovar confidential information from unauthorized use, access or disclosure using at least the degree of care You use to protect Your similarly sensitive information and in no event less than a reasonable degree of care. You acknowledges that any benchmarking information related to the InnVue Services developed pursuant to Section 1.2(f)(1) is the Confidential Information of Innovar.

4.2 Ownership. Innovar retains all right, title, and interest, including all copyright, patent rights, trade secrets and other proprietary rights (collectively, the “Intellectual Property Rights”), in and to the InnVue Services, Service Data, and any related information developed or collected by Innovar. You do not retain, and shall not acquire, any rights, express or implied, in the InnVue Services other than those limited rights specified in these Terms. You acknowledge that certain materials subject to copyright and/or trademark law may be used or distributed on the InnVue Services, and Innovar makes no representations or warranties with respect to any such materials; You may not modify, reproduce, republish, post, transmit or distribute such materials without the consent of the copyright owners.

4.3 Feedback. Innovar may consider Your suggestions or requests regarding new or revised functionality or features of the InnVue Services ("Feedback"). All modifications proposed or requested in Feedback shall be the sole and exclusive property of Innovar. Innovar may, in its sole discretion include such modifications in a future version of the InnVue Services, but Innovar's acceptance and consideration of Feedback shall not obligate Innovar to include any modifications proposed or requested in the InnVue Services.

4.4. Trademarks. Each party acknowledges and agrees that these Terms do not convey any right, title or interest in or to any trademarks or trade names of the other party or its affiliates, and neither party shall use or attempt to register any trademarks or trade names of the other party or its affiliates, or any trademarks or trade names confusingly similar thereto. Notwithstanding the foregoing, You agrees that Innovar may include Your name and logo in customer lists and similar materials.

4.5 Privacy Policy. Please see our Privacy Policy for information about how we handle Your personal information. The current Privacy Policy is appended to the end of these Terms.

5. Representations, Warranties; Indemnity; Limitation of Liability.

5.1 Disclaimer of Warranties; Exclusions. INNOVAR EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Innovar does not warrant that the InnVue Services will meet Your requirements or that Your use of the InnVue Services will be uninterrupted or error-free. INNOVAR DOES NOT ASSUME ANY RESPONSIBILITY FOR THE ACCURACY OF ANY DATA OR INSTRUCTIONS TRANSMITTED THROUGH THE SERVICE. In addition, Innovar shall have no obligation or other liability with regard to any error or non-compliance with a warranty that is caused by: (a) modifications to the InnVue Services made by any party other than Innovar, its employees, agents or affiliates; (b) use of the InnVue Services using browsers or hardware not supported by Innovar; or (c) the negligence, misuse or improper use of the InnVue Services by You or any third party. Except as set forth herein, all You payments are final and non-refundable.

5.2 Indemnification. You shall indemnify, defend and hold harmless Innovar from and against all actions, costs, expenses, legal fees, damages, claims and other liabilities arising from any third party claims relating to (i) Your willful negligent acts or omissions under these Terms; or (ii)  any allegation that the content or materials provided by You or Your agents, clients or personnel for use with the InnVue Services infringe a third party's U.S. patent, copyright, trademark or trade secret, provided that Innovar: (a) promptly notifies You of any such claim, (b) permits You to control the defense or settlement of such claim, at Your expense, and that Innovar may participate in such defense or settlement at its expense, and (c) provides You with all reasonable authority, assistance, and cooperation necessary for the defense or settlement of such claim. You will not, without the prior written consent of Innovar, settle an indemnified claim on behalf of Innovar without Innovar’s consent (such consent not to be unreasonably withheld or delayed) unless such settlement provides a full and unconditional release of Innovar without any admission of liability on the part of Innovar.

5.3 Limitation of Liability. IN NO EVENT SHALL INNOVAR BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF PRODUCTION OR USE, DOWN-TIME, OR LOSS OF SAVINGS OR DATA, REGARDLESS OF THE NATURE OF THE CLAIM GIVING RISE TO SUCH DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), AND EVEN IF INNOVAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INNOVAR'S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THESE TERMS.

6. Miscellaneous.

6.1 Independent Contractors. Each party is an independent contractor and neither party has the authority to bind, represent or commit the other to any obligation. Neither party shall carry worker's compensation insurance or any health or accident insurance on the other party or the other party’s employees, and shall not pay contributions to social security, unemployment insurance, federal or state withholding taxes for the other party or employees thereof, nor provide any other contributions or benefits for the other party or employees thereof which might be expected in an employer-employee relationship. Nothing in these Terms shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties.

6.2 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Texas without regard to choice of law principles. Exclusive venue for any dispute under these Terms will be in the state and federal courts located in Dallas County, Texas. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

6.3 Severability; Waiver. If any provision of these Terms is held to be unenforceable, such term or provision shall not affect the other provisions of these Terms, and such provision shall be deemed modified to the extent necessary to render it enforceable. The failure by a party to exercise any right under these Terms shall not operate as a waiver of such party's right to exercise such right or any other right in the future.

6.4 Entire Agreement; Amendment. These Terms constitute the entire agreement between the parties concerning the subject matter hereof, and it replaces and supersedes any prior verbal or written understandings, agreements, representations and other communications between the parties regarding such subject matter. No waiver, modification or amendment of any provision of these Terms shall be valid or of enforceable unless it is set forth in a writing signed by the duly authorized representatives of both parties.

6.5 General. The section headings in these Terms are provided for convenience only and shall have no substantive effect on the construction of these Terms. No provision of these Terms shall be construed in favor of or against a party solely for the reason that such party drafted the provision. In the event of a conflict between these Terms and any other agreement between Innovar and You, these Terms shall take precedence with regard to the parties' respective rights and obligations regarding the InnVue Services. You shall not assign any of its rights (by operation of law or otherwise) or delegate any of its duties under these Terms to any third party without the prior written consent of Innovar.

6.7 Notices. All notices required or permitted to be given hereunder shall be in writing, shall make reference to these Terms, and shall be delivered by email (promptly followed by written notice sent via overnight delivery or First Class mail, postage prepaid), or dispatched by prepaid air courier or by registered or certified airmail, postage prepaid, to the addresses set forth below:

If to Innovar: Innovar Media, LLC

Attention: President

2150 S. Central Expressway, Suite 110

McKinney, TX 75072

InnVueSupport@innovarsolutions.com

with a copy to (which shall not constitute notice)

Innovar Media, LLC

Attn: Legal

2150 S. Central Expressway, Suite 110

McKinney, TX 75072

If to You: The address listed in Your account information in InnVue or other contact information available to InnVue

Notices are deemed given on (a) the date of receipt if delivered personally or by express courier or (b) if delivery is refused, the date of refusal. Notice given in any other manner will be deemed to have been given only if and when received at the address of the person to be notified. Either party may from time to time change its address for notices under these Terms by giving the other party written notice of such change in accordance with this paragraph.

Acceptable Use Policy

All access to and use of the Service and InnVue is subject to this Acceptable Use Policy (“AUP”).  This AUP is incorporated by reference into, and governed by the InnVue Terms of Use between You and Innovar. Capitalized terms used herein but not defined have the meanings stated in the Terms.

You agrees not to, and will not allow its users to, access and use the Service:

• to engage in, promote or encourage illegal or fraudulent activity;
• for any unlawful, invasive, infringing, defamatory or fraudulent purpose;
• to violate, or encourage the violation of, the legal rights of others or any applicable law or regulation, including without limitation, laws, regulations, policies and directives relating to intellectual property, privacy, security, electronic communications, advertising, terrorism, corruption, child protection and import/export laws;
• to transmit any material that contains viruses, worms, trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
• to disable, interfere with or circumvent any aspect of the Service;
• in any way that interferes with or adversely affects (a) the Service or infrastructure used for the Service, (b) other Innovar customers, or (c) third party applications, devices systems or networks that link to or interoperate with the Service;
• to access or use the Service for purposes of load-testing, performance measurement or other similar activities;
• to engage in any unsolicited advertising, marketing or other activities prohibited by applicable law or regulation covering anti-spam, data protection, or privacy legislation in any applicable jurisdiction;
• to engage in activities, or uploading, processing, submitting, transmitting, displaying, distributing or storing any information that: (a) may be considered libelous, slanderous, defamatory, threatening, sexually explicit, profane, obscene, pornographic, offensive, abusive, malicious or otherwise harmful to any person or entity, constitutes or promotes “hate speech” or is otherwise discriminatory based on race, sex, creed, religion, nationality, disability, sexual orientation, gender identity, language or age, or (b) is fraudulent, deceptive, inaccurate or misleading; or
• to access illegally, or without authorization, computers, accounts, or networks belonging to Innovar or a third party, or attempting to penetrate security measures (often known as “hacking”) or to engage in any activity that might be used as a precursor to an attempted system penetration (i.e. port scan, stealth scan, or other information gathering activity).

Innovar has no responsibility for any information created, uploaded, stored, maintained, transmitted, or accessible on or through the Service or infrastructure used for the Service, and is not obligated to monitor or exercise any editorial control over such information.  In the event that Innovar becomes aware that any such information or use of the Service may violate this AUP, applicable law and/or expose Innovar to civil or criminal liability, Innovar reserves the right to investigate such information or use, block access to such information, and/or suspend or terminate any Service or user without liability.  Innovar further reserves the right to cooperate with legal authorities and third parties in investigating any alleged violations of this AUP or applicable law, including disclosing the identity of any You or user that Innovar believes is responsible for such violation. Innovar also reserves the right to implement technical mechanisms to prevent AUP violations.

Innovar may modify this AUP at any time by posting the revised version on the InnVue website.  Your continued use of the Service will be considered acceptance of any such modification.  All modifications to this AUP will be effective immediately upon posting, unless otherwise noted by us.

Privacy Policy

This privacy notice discloses the privacy practices for www.innvuex.com (“Website”). This privacy notice applies solely to information collected by the Website. It will notify you of the following:

1. What personally identifiable information is collected from you through the Website, how it is used and with whom it may be shared.
2. What choices are available to you regarding the use of your data.
3. The security procedures in place to protect the misuse of your information.
4. How you can correct any inaccuracies in the information.

Information Collection, Use, and Sharing
Innovar is the sole owner of the information collected on the Website. We collect information that you voluntarily give us via email or other direct contact from you. We will use your information to respond to you if you contact us, and to provide products and services to you. We will not sell or rent this information to anyone, but we may share it with partners and contractors that assist us in providing products and services to you.

Unless you ask us not to, we may contact you via email in the future to tell you about specials and new products or services. In all events, we reserve the right to contact you regarding issues related to your account or updates related to our terms or policies.

Your Access to and Control Over Information
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our website:

• See what data we have about you, if any.
• Change/correct any data we have about you.
• Have us delete any data we have about you, provided that in some cases we may retain data as required by law or that constitutes our business or transaction records.
• Express any concern you have about our use of your data.

Security
We take reasonable precautions to protect your information. When you submit sensitive information via the website, your information is protected both online and offline. Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar and looking for "https" at the beginning of the address of the Web page.

While we use encryption to protect sensitive information transmitted online, we also protect your sensitive information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to sensitive personally identifiable information. The computers/servers in which we store sensitive personally identifiable information are kept in a secure environment.

If you feel that we are not abiding by this privacy policy, you should contact us immediately via email at InnVueSupport@innovarsolutions.com.