Innovation Within Terms of Service

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (hereinafter "You" or "Your") AND Innovation Within GOVERNING YOUR USE OF INNOVATION WITHIN'S DISCOVERY PLATFORM™. THESE TERMS OF SERVICE("AGREEMENT") ARE A LEGAL AGREEMENT BETWEEN YOU (IF REGISTERING AS AN INDIVIDUAL) OR THE
ENTITY YOU REPRESENT (IF REGISTERING AS A BUSINESS) ("YOU"), AND INNOVATION WITHIN STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF "Innovation Within's Discovery Platform™" WEB APPLICATION AND ANY SERVICES PROVIDED ("SERVICES"). BY USING THE LICENSED APPLICATION, YOU ARE INDICATING THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE LICENSED APPLICATION.

Acceptance of the Terms
You must be of legal age to enter into a binding agreement in order to accept the Terms. If you do not agree to the General Terms, do not use any of our Services. If you agree to the General Terms and do not agree to any Service Specific Terms, do not use the corresponding Service. You can accept the Terms by checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using the Services.

Description of Service
We provide a software application assisting in business model development and customer discovery. You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

1. Scope of License.
Subject to the terms and conditions of this Agreement, Innovation Within hereby grants to you a limited, nontransferable, non-sublicensable, nonassignable and revocable license to use the Licensed Application for the use of yourself and/or your organization. You acknowledge and agree that this Agreement is between you and Innovation Within. Innovation Within reserves all rights not expressly granted to you herein. All title and copyrights in and to the Licensed Application (including but not limited to any images, photographs, animations, video, audio, text, and "applets," incorporated into the Licensed Application), the accompanying printed materials, and any copies of the Licensed Application, are owned by Innovation Within. The license ends when the User Content is removed from the Service.

2. Restrictions.
This Agreement does not allow you to copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, or any updates or upgrades, or any part thereof. Any attempt to do so is a violation of the rights of Innovation Within. If you breach these restrictions, you may be subject to prosecution and damages.

3. Proprietary Rights. Innovation Within owns all rights, title and interest in, and to, without limitation, all intellectual and proprietary rights of any and all featured products or parts, including, but not limited to, any models, data, or formulas exhibited in the Licensed Application, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect Innovation Within's ownership or proprietary rights therein or any other of Innovation Within's information, processes, methodologies, products, goods, services, or materials, tangible or intangible, in any form and in any medium. You may not copy, decompile, or reverse engineer any of the products featured in the Licensed Application.

4. Fees. Innovation Within may charge you fees for Services offered for use with the Licensed Application. You agree to pay all fees and charges, including applicable taxes, incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through the Licensed Application by Innovation Within (such fees, charges and taxes shall collectively be referred to as "Fees"). Innovation Within reserves the right to change the amount of, or basis for determining, any Fees, and to institute new Fees, effective upon prior notice to you.

5. No Warranty.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT OF THE LICENSED APPLICATION IS WITH YOU. TO THE MAXIMUM E XTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY OR IN CONNECTION WITH THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL BUGS AND FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND INNOVATION WITHIN AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION , ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF TITLE, AND OF NONINFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER INNOVATION WITHIN, NOR ANY OF ITS AFFILIATES, WARRANT THAT THE FUNCTIONS OR SERVICES CONTAINED IN, ACCESSED FROM, PERFORMED BY, DISPLAYED ON, LINKED TO/FROM, OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERRORFREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INNOVATION WITHIN, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES
PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL INNOVATION WITHIN OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TO RT OR OTHERWISE) AND EVEN IF INNOVATION WITHIN OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Indemnification. You agree to indemnify, defend, and hold Innovation Within, its affiliates, and respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, service providers, an d suppliers harmless against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys' fees), arising out of or relating to your (a) breach or violation of this Agreement, (b) infringement, misappropriation or any violation of the rights of any other party, (c) violation or noncompliance with any applicable law, rule or regulation, and (d) use, alteration or export of the Licensed Application (or any component thereof) in violation of this Agreement. Innovation Within and its affiliates reserve the right to assume the exclusive defense and control of any claims or actions subject to indemnification by you and all negotiations for its settlement or compromise, and you agree to fully cooperate with Innovation Within and its affiliates upon request by Innovation Within.

8. Updates. Innovation Within may update or upgrade the Licensed Application at any time without notice to you. Certain functions of the Licensed Application may be modified or discontinued as a result of any such updates or upgrades. The terms and conditions of this Agreement shall govern any upgrades or updates provided by Innovation Within that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by, or references, a separate license agreement in which case the terms of that license agreement shall govern.

9. Amendments. Innovation Within may change, add or remove any of the terms and conditions of this Agreement at its sole discretion at any time. Using the Licensed Application and/or any Services after such amendments are made to the Agreement is evidence that you agree to be bound by and comply with such changes, and Innovation Within shall treat your use as acceptance of the amendments.

10. No Guarantee of Continued Use or Availability. Innovation Within and its affiliates reserve the right to modify, update supplement, limit, discontinue, remove or disable access to the Licensed Application
and/or any Services with notice to you and neither Innovation Within, nor its affiliates, shall be liable to you or any third party should it exercise such rights.

11. Registration. To use the Licensed Application, users must have a unique user name and password. Users shall ensure that their user name and password are not accessible by third parties. Users are liable for all transactions and other activities carried out under their user name and password. At the end of each online session, the user shall logoff from the Licensed Application. If and to the extent the user becomes aware that third parties are misusing its user name and password, the user shall notify Innovation Within immediately via writing or email.

12. User Information. During registration, users shall provide accurate information. Innovation Within cannot and will not be responsible for any problems or liability that may arise if you do not provide accurate, truthful and complete information.

13. Viruses. While Innovation Within attempts to keep the Licensed Application free from viruses, Innovation Within cannot make any guarantee that it is virusfree. The user shall, for its own protection, take the necessary steps to ensure appropriate security measures and shall utilize a virus scanner before downloading any information, software or documentation.

14. Termination of Suspension. This Agreement is effective for an unlimited duration unless and until terminated as set forth herein. Your rights under the license granted shall terminate automatically without notice from Innovation Within if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, thereof. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.

15. Severability. If any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable, or void, this Agreement will continue in full force and
effect without said provision.

16. Governing Law and Interpretation. To the extent not prohibited by law, you agree that this Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of Delaware applicable to contracts wholly made and to be performed within the State of Delaware, and to irrevocably submit to the sole and exclusive jurisdiction of the courts of Delaware, and to irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that Delaware is an inconvenient forum. No failure or delay by Innovation Within or its affiliates to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any other right or power.

17. Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

18. NonWaiver. Innovation Within or its affiliates' failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.

19. Agreement. This Agreement constitutes the entire agreement between you and Innovation Within regarding the use of the Licensed Application and supersedes any prior or contemporaneous understandings and agreements between you and Innovation Within related to its subject matter.

If you have any questions regarding this Agreement, you may contact Innovation Within at:
Innovation Within
463 Isbel Drive
Santa Cruz, CA 95060