Welcome to InvenTrust.com!
THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU (“YOU”) AND INVENTIT, INC. (DBA INVENTRUST, AND HEREINAFTER “INVENTRUST” “WE,” “US,” OR “OUR”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: HTTPS://INVENTRUST.COM AS WELL AS ALL ASSOCIATED SITES LINKED TO HTTPS://INVENTRUST.COM BY US, OUR SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE "SITE"). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO THE “SITE” INCLUDE THE CONTENT, SERVICES AVAILABLE THROUGH THIS SITE (THE "SERVICES") AND ANY SOFTWARE THAT WE PROVIDE TO YOU THAT ALLOWS YOU TO ACCESS THE SITE FROM A MOBILE DEVICE (A "MOBILE APPLICATION"). BY CLICKING THE "I ACCEPT" BUTTON OR ACCESSING OR OTHERWISE USING THIS SITE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ARE AGREEING TO BE BOUND BY THESE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, ANY SERVICES AVAILABLE THROUGH THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. PLEASE READ THESE TERMS CAREFULLY, AND KEEP A COPY OF THEM FOR YOUR REFERENCE.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
The Site is a platform for activities related to the exchange of technology and intellectual property rights in software, data, models, and other materials that may have rights reserved.
By using this Site, You represent, acknowledge and agree that You are at least 18 years of age, or if You are under 18 years of age but are at least 13 years old (a “Minor”), that You are using the Site with the consent of Your parent or legal guardian and that You have received Your parent’s or legal guardian’s permission to use the Site and agree to its Terms. If You are a parent or legal guardian of a Minor, You hereby agree to bind the Minor to these Terms and to fully indemnify and hold Us harmless if the Minor breaches any of these Terms. If You are not at least 13 years old, You may not use the Site at any time or in any manner or submit any information to Us or the Site.
We provide content through the Site and through the Services that is copyrighted and/or trademarked work belonging to Us or Our third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software, data, models and other content but does not include the Third Party Materials (as defined below). Subject to the terms and conditions of these Terms, and Your compliance with these Terms, We hereby grant You a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use this Site solely for Your internal business use. Except for the foregoing license, You have no other rights in the Site or any Materials and You may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any Materials and will not make any changes thereto.
If You breach any of these Terms, the above license will terminate automatically and You must immediately destroy any downloaded or printed Materials.
We make available Mobile Applications to access the Site via a mobile device. To use the Mobile Application, You must have a mobile device that is compatible with the mobile service. We do not warrant that the Mobile Application will be compatible with Your mobile device. We hereby grant to You a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered account on one mobile device owned or leased solely by You, for Your internal business use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that We may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that You are using on Your mobile device. You consent to such automatic upgrading on Your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and We and Our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to Your use of the Mobile Application.
he following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Apple iOS-powered mobile device (an “iOS App”):
- You acknowledge that these Terms are between You and Us only, and not with Apple, Inc. (“Apple”).
- Your use of Our iOS App must comply with Apple’s then-current App Store Terms of Service.
- We, and not Apple, are solely responsible for Our iOS App and the Services and Content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to Our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
- You agree that We, and not Apple, are responsible for addressing any claims by You or any third-party relating to our iOS App or Your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
- You agree that We, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to Our iOS App or Your possession and use of Our iOS App.
- You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
- You agree to comply with all applicable third-party terms of agreement when using Our iOS App (e.g., You must not be in violation of Your wireless data service terms of agreement when using the iOS App).
- The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to Your license of Our iOS App. Upon Your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You as they relate to Your license of the iOS App as a third-party beneficiary thereof.
The following additional terms and conditions apply with respect to any Mobile Application that We provide to You designed for use on an Android-powered mobile device (an “Android App”):
- You acknowledge that these Terms are between You and Us only, and not with Google, Inc. (“Google”).
- Your use of Our Android App must comply with Google’s then-current Android Market Terms of Service.
- Google is only a provider of the Android Market where You obtained the Android App. We, and not Google, are solely responsible for Our Android App and the Services and Content available thereon. Google has no obligation or liability to You with respect to Our Android App or these Terms.
- You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to Our Android App.
Using the Site and the Services on the Site.
You can simply view the Site and not use any Services on the Site. You need not register with Us to simply visit and view the Site. However, in order to access certain password-restricted areas of the Site and to use the Services and Materials offered on and through the Site, You must register with Us for an account and receive a password.
The Site provides Services of licensing or assigning rights in Materials such as software, data, and models provided by Third Parties (“Third Party Materials”) subject to the terms selected by such Third Party (“TP Use Terms”). InvenTrust is not liable for the performance of the Third Party Materials and any violation of the intellectual property rights of any party by the use of the Third Party Materials.
If You desire to register for an account with Us, You must submit the following information through the account registration page on the Site: [name, email address, and country of origin]. Once You have submitted Your account registration information, We shall have the right to approve or reject the requested registration, in Our sole discretion. If Your account is approved by Us, You will be sent an e-mail that contains a password that will allow You to log-on to the Site using that password (the “Site Password”) for the first time You log into Your account on the Site to complete the account registration process. If You access and/or use this Site, You are responsible for maintaining the confidentiality of Your Site Password and for restricting access to Your computer, and You agree to accept responsibility for all activities that occur using Your Site Password. You may not assign or otherwise transfer Your account to any other person or entity. You agree to notify Us if any of Your Passwords on this Site are lost or stolen, if You are aware of any unauthorized use of Your Passwords on this Site, or if You know of any other breach of security in relation to this Site. You acknowledge that InvenTrust is not responsible for Third Party access to Your account that results from theft or misappropriation of Your account. InvenTrust reserves the right to, in Our sole discretion, refuse or cancel service, terminate accounts, or remove or edit content at any time, without notice.
All the information that You provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from Your account by either logging into Your account directly and making the desired changes or contacting Us and requesting that we make the change.
By registering for an account with Us, You become a “User” with access to certain password-restricted areas of the Site and to use certain Services and Materials offered on and through the Site (a “Subscription”). Each Subscription and the rights and privileges provided to a User is personal and non-transferable. All sales and payments of Subscription fees will be in US Dollars. All Subscription fees are non-refundable under any circumstances.
The fee that we will charge You for Your Subscription will be the price posted on the Site on the date that You register as a User, based on the tier You choose. We reserve the right to change prices for Subscriptions at any time, and do not provide price protection or refunds in the event of promotions or price decreases.
You may pay for Your Subscription fee only with credit and debit card payments (Visa, MasterCard, American Express, and Discover). We will charge Your credit or debit card for Your first Subscription fee on the date that we process Your order for Your Subscription. Once Your credit or debit card is charged the first Subscription fee, You will receive a confirmation e-mail confirming your Subscription.
IMPORTANT NOTICE: INVENTRUST WILL AUTOMATICALLY RENEW YOUR SUBSCRIPTION ON EACH MONTHLY ANNIVERSARY OF THE DATE THAT INVENTRUST FIRST CHARGES YOUR CREDIT OR DEBIT CARD FOR THE FIRST SUBSCRIPTION FEE AND, AS AUTHORIZED BY YOU DURING THE SUBSCRIPTION SIGN-UP PROCESS, INVENTRUST WILL CHARGE YOUR CREDIT OR DEBIT CARD WITH THE APPLICABLE MONTHLY SUBSCRIPTION FEE AND ANY SALES OR SIMILAR TAXES THAT MAY BE IMPOSED ON YOUR SUBSCRIPTION FEE PAYMENT (UNLESS YOU CANCEL PRIOR TO THE ANNIVERSARY DATE). YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CONTACTING US AT RAJ@INVENTRUST.COM PROVIDED THAT ANY SUBSCRIPTION FEES CHARGED PRIOR TO THE EFFECTIVE DATE OF CANCELLATION WILL NOT BE REFUNDED, IN WHOLE OR IN PART. YOU WILL NOT BE ELIGIBLE FOR A PRO-RATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR ANY UNUSED DAYS OF THE THEN-CURRENT SUBSCRIPTION TERM. THE COMPANY REQUIRES A REASONABLE AMOUNT OF TIME TO PROCESS YOUR SUBSCRIPTION CANCELLATION REQUEST. IF YOU CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM FOR WHICH YOU HAVE PAID, AND YOUR SUBSCRIPTION BENEFITS WILL EXPIRE AT THE END OF THE THEN-CURRENT SUBSCRIPTION TERM.
CANCELLATION TERMS: YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY GOING TO HTTPS://INVENTRUST.COM OR EMAILING RAJ@INVENTRUST.COM FOR ASSISTANCE, EXCEPT THAT YOU WILL BE CHARGED SUBSCRIPTION FEES UNTIL THE EXPIRATION OF YOUR THEN-CURRENT SUBSCRIPTION TERM AND SUBSCRIPTION FEES WILL NOT BE REFUNDED, IN WHOLE OR IN PART, SUBJECT TO APPLICABLE LAW. YOU WILL NOT BE ELIGIBLE FOR A PRO-RATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEES PAID FOR ANY UNUSED DAYS OF THE THEN-CURRENT SUBSCRIPTION TERM. THE COMPANY REQUIRES A REASONABLE AMOUNT OF TIME TO PROCESS YOUR SUBSCRIPTION CANCELLATION REQUEST. IF YOU CANCEL YOUR SUBSCRIPTION, YOU WILL ENJOY YOUR SUBSCRIPTION BENEFITS UNTIL THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM FOR WHICH YOU HAVE PAID, AND YOUR SUBSCRIPTION BENEFITS WILL EXPIRE AT THE END OF THE THEN-CURRENT SUBSCRIPTION TERM.
You will be liable for paying any and all applicable sales and use taxes for the purchase of Your Subscription based on the mailing address that You provide when You register as a User, and You authorize Us to charge Your credit or debit card for any such applicable taxes. We reserve the right to modify pricing at any time (but not the price in effect for Your then-current Subscription term), upon advance notice to You. If You have not cancelled Your Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, Your Subscription will auto-renew at the price indicated in Your notice.
If applicable, You agree to pay all fees or charges to Your account based on Our fees, charges, and billing terms in effect as shown on the payment form. If You do not pay on time or if We cannot charge Your credit card, PayPal or other payment method for any reason, We reserve the right to either suspend or terminate Your access to the Site and account and terminate these Terms. You are expressly agreeing that We are permitted to bill You for the applicable fees, any applicable tax and any other charges You may incur in connection with Your use of this Site and the fees will be billed to Your credit card, PayPal or other payment method designated on Your initial registration with this Site, and thereafter at regular intervals for the remainder of the term of these Terms. If You cancel Your account at any time, You will not receive any refund. If You have a balance due on any account, You agree that We may charge such unpaid fees to Your credit card or otherwise bill You for such unpaid fees.
Links to Third Party Sites
Third Party Vendors
Certain services made available via the Site are delivered by Third Party sites and organizations, and the Site is hosted by a Third Party hosting provider. By using any product, service or functionality originating from the Site, You acknowledge and consent that InvenTrust may share information and data that You provide, or that is collected by InvenTrust in connection with Your access and use of the Site, with any Third Party with whom InvenTrust has a contractual relationship to provide the requested product, service or functionality on behalf of the Site users and customers. In addition, InvenTrust may engage Third Party to perform data analytics services regarding access and use of the Site, and by accessing and using the Site, You acknowledge and consent that InvenTrust may share details of Your usage of the Site with such Third Party data analytics service providers.
No Unlawful or Prohibited Use/Intellectual Property
You are granted a non-exclusive, non-transferable, revocable license to access and use the Site subject to Your full compliance with all of the terms and conditions set forth in these Terms. As a condition of Your use of the Site, You warrant to InvenTrust that You will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. You will use the InvenTrust content on the Site solely for Your internal business use, and will make no other use of the InvenTrust content without the express prior written permission of InvenTrust; provided that the Third Party Materials may be used based on the TP Use Terms. You agree that You do not acquire any ownership rights in any InvenTrust content. InvenTrust does not grant You any licenses, express or implied, to the intellectual property of InvenTrust except as expressly authorized by these Terms.
Use of Communication Services
Visiting the Site or sending emails to InvenTrust constitutes electronic communications. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Site and/or Services. These electronic communications are part of Your relationship with Us. You consent to receive electronic communications and You agree that all agreements, notices, disclosures and other communications that we provide to You electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable You to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, You agree that when using a Communication Service, You will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful name, material or information; upload materials in violation of the intellectual property rights (or rights of privacy or publicity) of others; upload files or other materials that contain viruses, worms, Trojan horses, logic bombs, lock-out functionalities, spyware, ransomware, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes, chain letters or material generally considered ‘spam’ communications; download any file posted by another user of a Communication Service that You know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; or violate any applicable laws, restrictions or regulations. We reserve the right to terminate Your Subscription and Your use of the Services with or without cause and with or without notice, for any reason or no reason, or for any action that We determine is inappropriate or disruptive to this Site or to any other user of this Site and/or Services. We may report to law enforcement authorities any actions that may be illegal, and any reports We receive of such conduct. When legally required or at Our discretion, We will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
InvenTrust has no obligation to monitor the Communication Services. However, InvenTrust reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. InvenTrust reserves the right to terminate Your access to any or all of the Communication Services at any time without notice for any reason whatsoever. InvenTrust reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in InvenTrust's sole discretion. Always use caution when giving out any personally identifying information about Yourself or any other individual in any Communication Service. InvenTrust does not control or endorse the content, messages or information found in any Communication Service and, therefore, InvenTrust specifically disclaims any liability with regard to the Communication Services, content posted by other users of the Communication Services, and any actions resulting from Your participation in any Communication Service.
Materials Provided to the Site or Posted on Any InvenTrust Web Page
InvenTrust does not claim ownership of the content You provide to the Site or post, upload, input or submit to the Site or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting Your Submission You are granting InvenTrust, our affiliated companies and necessary sublicensees permission to use Your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat Your Submission; and to publish Your name in connection with Your Submission.
No compensation will be paid with respect to the use of Your Submission, as provided herein. InvenTrust is under no obligation to post or use any Submission You may provide and may remove any Submission at any time in InvenTrust's sole discretion.
By posting, uploading, inputting, providing or submitting Your Submission You warrant and represent that You own or otherwise control all of the rights to Your Submission as described in this section including, without limitation, all the rights necessary for You to provide, post, upload, input or submit the Submissions and all rights necessary to grant InvenTrust the licenses set forth herein.
“InvenTrust” is a trademark of Ours in the United States. Other trademarks, names and logos on this Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of InvenTrust, Copyright © 2020. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or licensee.
The Mobile Application software that is provided to You through the Site and Services and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, if You are a government entity, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
Digital Millennium Copyright Act
We respect the intellectual property rights of others, and we ask You to do the same. We may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If You are a copyright owner or an agent thereof and believe that any content on the Site infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing InvenTrust with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit InvenTrust to locate the material;
- Information reasonably sufficient to permit InvenTrust to contact You as the complaining party, such as an address, telephone number, and, if available, an email address at which You may be contacted;
- A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may direct any copyright infringement notifications to InvenTrust, 50 Milk Street, 16th Floor, Boston, MA 02109, or via email to email@example.com. You acknowledge that if You fail to comply with all of the requirements set forth above, Your DMCA notice may not be valid.
Submitting a DMCA Counter-Notification
We will notify You that we have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If You believe that a Submission of Yours (or other content that You posted) that was removed or disabled is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post such Submission or other content, You may send a counter-notice containing the following information to InvenTrust at the same contact points listed above:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that You have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and e-mail address, and a statement that You will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by InvenTrust, InvenTrust may send a copy of the counter-notice to the original complaining party informing such person that InvenTrust may replace the removed content or cease disabling it. Unless the copyright owner files an action seeking a court order against the user who posted the content in question, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at InvenTrust’s sole discretion.
Termination of Repeat Infringers
We reserve the right, in Our sole discretion, to terminate the account or access of any user of our Site and/or Service who is the subject of repeated DMCA or other infringement notifications.
You agree to indemnify, hold harmless, and (if requested by InvenTrust) defend InvenTrust, its officers, directors, employees, agents and third parties, from and against any demands, suits, judgments, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of Your use of or inability to use the Site or Services or the use of the Site or Services by any person using Your account, any Submissions or other user postings made by You or by a Third Party via Your account, violation of any of the Terms set forth herein by You or any Third Party accessing the Site through Your account, Your violation of any intellectual property, proprietary or other rights of a Third Party in connection with or resulting from Your use of the Site or any content on the Site (including without limitation Submissions that You provide), or Your violation of any applicable laws, rules or regulations. InvenTrust reserves the right to assume the exclusive defense and control of any matter subject to indemnification by You, in which event You will fully cooperate with InvenTrust in asserting any available defenses.
Your use of this Site and/or the Services is at Your own risk. The Materials have not been verified or authenticated in whole or in part by Us, and they may include inaccuracies or typographical or other errors. We do not warrant the accuracy or timeliness of the Materials contained on this Site. We have no liability for any errors or omissions in the Materials, whether provided by Us, our licensors or suppliers or other users.
THE SUBMISSIONS, CONTENT, MATERIALS, OTHER INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. INVENTRUST AND/OR ITS AFFILIATES, LICENSORS, SUPPLIERS AND INDEPENDENT CONTRACTORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. INVENTRUST AND/OR ITS AFFILIATES, LICENSORS, SUPPLIERS, AND INDEPENDENT CONTRACTORS MAKE NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH SUBMISSIONS, CONTENT, OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS," “AS AVAILABLE,” AND “WHERE-IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INVENTRUST AND ITS AFFILIATES, LICENSORS, SUPPLIERS AND INDEPENDENT CONTRACTORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SUBMISSIONS, CONTENT, OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
Limitation of Liability
International Data Transfer and International Users
The Service is operated and administered by InvenTrust from our offices within the USA. However, Third Party service providers that InvenTrust engages may be located outside the USA and consequently information about You or content that You provide (including without limitation Submissions) may be transmitted, hosted and/or stored outside the USA; Your access and use of the Site and Service constitutes Your acknowledgement and consent to such information and content being transmitted, hosted and/or stored outside the USA. If You access the Service from a location outside the USA, You are responsible for compliance with all applicable laws, restrictions and regulations in the jurisdiction from which You are accessing the Service. You agree that You will not use the content accessed through the Site in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
If You send or transmit any communications, comments, questions, suggestions, or related materials to Us, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site, any Services offered through the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, You hereby assign all right, title, and interest in, and We are free to use, without any attribution or compensation to You, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, You hereby grant Us an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as We may determine in our sole discretion. Notwithstanding the foregoing, You understand and agree that We are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and You have no right to compel such use, display, reproduction, or distribution.
Dispute Resolution and Arbitration; Class Action Waiver
Please read the following (this “Provision”) carefully. It affects Your rights.
Most customer concerns can be resolved quickly and to a customer’s satisfaction by contacting us at firstname.lastname@example.org. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between You and Us. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means You would retain Your right to litigate Your disputes in a court, either before a judge or jury. Please read this Provision carefully. It provides that all Disputes between You and Us shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, You may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into these Terms constitutes a waiver of Your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Provision, “Us” means InvenTrust and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between You and Us regarding, arising out of or relating to any aspect of Your relationship with Us, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to You (such as Our licensors, suppliers, dealers or third-party vendors) whenever You also assert claims against us in the same proceeding.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, You must first give Us an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Us at InvenTrust, 50 Milk Street, 16th Floor, Boston, MA 02109. That written notification must include (1) Your name, (2) Your address, (3) a written description of Your Claim, and (4) a description of the specific relief You seek. If We do not resolve the Dispute within 45 days after We receive Your written notification, You may pursue Your Dispute in arbitration. You may pursue Your Dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, You or We may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Us at InvenTrust, 50 Milk Street, 16th Floor, Boston, MA 02109. Your written notification must include (1) Your name, (2) Your address, and (3) a clear statement that You do not wish to resolve disputes with InvenTrust through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on Your relationship with InvenTrust. Any opt-out request received after the Opt-Out Deadline will not be valid and You must pursue Your Dispute in arbitration or small claims court.
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either You or We may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.
Because the Site and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement
Location of Arbitration – You or We may initiate arbitration in Boston, Massachusetts.
Payment of Arbitration Fees and Costs – We will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator's hearing fees, costs and expenses upon Your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that You incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if You provide notice and negotiate in good faith with Us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that You are the prevailing party in the arbitration, You will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both You and We specifically agree to do so in writing following initiation of the arbitration. If You choose to pursue Your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You. Neither You, nor any other user of the Site can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by entering into these Terms You and We are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, You and We might otherwise have had a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that You would have if You went to court, such as the right to appeal and to certain types of discovery, may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.
This Provision shall survive the termination of Your service with Us or Our affiliates. Notwithstanding any provision in these Terms to the contrary, we agree that if We make any change to this Provision (other than a change to the Notice Address), You may reject any such change and require Us to adhere to the present language in this Provision if a dispute between the parties arises.
Governing Law; Arbitration
To the maximum extent permitted by law, these Terms are governed by the laws of the State of Delaware, without regard to its conflicts of laws provisions. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in Suffolk County in the Commonwealth of Massachusetts. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between You and InvenTrust as a result of these Terms or use of the Site. InvenTrust's performance under these Terms is subject to existing laws and legal process, and nothing contained in these Terms is in derogation of InvenTrust's right to comply with governmental, court and law enforcement requests or requirements relating to Your use of the Site or information provided to or gathered by InvenTrust with respect to such use. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms. Unless otherwise specified herein, these Terms constitute the entire agreement between You and InvenTrust with respect to the Site and the information located thereon and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and InvenTrust with respect to the Site and such information. A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties that these Terms and all related documents be written and interpreted in English. Your account with the Site, Your right to access and use the Site pursuant to these Terms and Your rights and obligations hereunder are personal to You and may not be transferred, assigned, delegated, sublicensed or otherwise made available in whole or in part to third parties without InvenTrust’s prior written consent, which may be granted or withheld in InvenTrust’s sole discretion. InvenTrust’s rights, obligations and licenses granted to it hereunder may be freely transferred, assigned, delegated or sublicensed in whole or in part without any obligation to provide notice to or obtain consent from You.
Changes to Terms
InvenTrust reserves the right, in its sole discretion, to change, update, or add or remove provisions of the Terms under which the Site is offered at any time by posting the updated Terms on this Site and by email notification. The most current version of the Terms will supersede all previous versions, and Your continued access and use of the Site and the Service constitutes Your agreement to the most current version of the Terms. InvenTrust encourages You to periodically review the Terms to stay informed of updates to these Terms. These Terms were last updated on April , 2020.