These Terms and Conditions constitute an agreement ("Agreement") between you ("you", "your", "user" or "Customer") and Innerwork Bussines Technology Inc (Innerwork) for any related products or services ("Services"). This Agreement governs both the Services and any assigned applications and equipments used in connection with the Services.

Any of the following actions constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization or registration of the Services, either on the telephone or through the Innerwork website (innerworktechnology.com); or (ii) through the use of your Account and password.

1. Ownership. All Materials (defined below), Services, Accounts and content, including but not limited to policy information, text, software, music, sound, photographs, video, graphics, the arrangement of text and images, commercially produced information, and other material contained on the Site or through the Services ("Content"), are provided by Innerwork unless indicated otherwise. All intellectual property rights in the Materials, Content, Services and Accounts (including copyrights, trademarks, service marks, trade secrets and patents) are the property of Innerwork. Innerwork retains all copyrights in the individual pages, and their components, and collective works available at the Site.

The Materials, Content, Services and Accounts are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way without Innerwork's prior written permission.

2. Single Copy License. You may download one copy of the materials (the "Materials") and/or Content found on this Site for use with the Services and/or Accounts. This is a license, not a transfer of title, and is subject to the following restrictions: unless you receive prior written consent from us and unless you receive any required regulatory approvals, .

3. Term. The term of this Agreement begins on the date we activate Services for your Account. This Agreement will continue from month to month until terminated by either party pursuant to the terms hereof.

4. Order Acceptance Policy. Your submission of your order on the Site or receipt of an email confirmation signifies acceptance by Innerwork of your order and the provision of your Account. Innerwork will check and verify orders to prevent fraud. Should Innerwork suspect the placement of a fraudulent order (even after you have received an email confirmation of acceptance of your order and the provision of your Account), Innerwork may contact you by email or telephone regarding such suspected fraudulent order and, in sole discretion, interrupt, restrict or terminate your Account without notice to you by Innerwork.

5. Use of Services and Account. You represent and warrant that you are at least 18 years of age or the applicable state age of majority and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Materials, Content, Services and your Account for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or damages our property.

6. Charges. You are responsible for paying all charges to your Account for Services, including but not limited to, long distance and monthly service charges, regulatory and government fees, and for all taxes and surcharges, including regulatory recovery fees, imposed on you or us as a result of your use of the Services.

7. Billing and Payment. Any applicable initiation fees and monthly recurring charges are billed in advance of the month of usage. You will also be billed for any additional Innerwork service you may have used.

8. Account Changes. You may change Service features or Service plans by notifying us in writing or by telephone. All requests need to provide name, address, account number, and administrative passcode or be submitted from the original email address on file.

9. Assignment. We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of Innerwork to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent.

10. NO WARRANTIES. THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS ARE PROVIDED "AS IS." WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third persons with respect to the Services (including without limitation by dealers or resellers of the Services) beyond those made by Innerwork, your sole remedy for such reliance is against the third person making such representation or warranty.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Ontario, canada, excluding that body of law applicable to conflicts of law.
 

12. General Information. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect.

You hereby consent to Innerwork publicizing the existence (but not the terms) of the relationship contemplated hereunder as a part of promotional and marketing activities from time to time by Innerwork.