prinnovo Terms and Conditions
These Terms & Conditions form a Contract (“Agreement”) between prinnovo, LLC (“prinnovo”) and the person or organization (“Participant”) that registers to utilize and/or receive services (the “Services”) provided by prinnovo on the prinnovo network.
A “Participant” is an individual person who is either an owner or employee of a startup company or small business that desires to engage with an Industry Leader through a prinnovo Private Innovation Network™. A startup company or early-stage business is a company that is in the early stage of its development frequently having a small number of employees and interested in working with large companies to validate and help develop their business.
An “Authorized User” is an individual person who is either an owner or employee of a Participant or is otherwise affiliated with a Participant and who receives access to the prinnovo network through the Participant.
An “Industry Leader” is a large company that joins the prinnovo network to create Private Innovation Networks™ and seek new partnership relationships with Participants.
A “Private Innovation Network” is a virtual destination within the prinnovo network that enables Industry Leaders to share innovation needs with a network of Participants interested in developing future partnership relationships.
This Contract becomes binding on Participant when Participant agrees to these Terms and Conditions on the prinnovo network registration page and accesses the prinnovo network.
1. Term and Termination.
(a) The Subscription will commence when the Participant agrees to join an Industry Leader’s Private Innovation Network™ and continue until the Participant is removed from the Private Innovation Network or the Industry Leaders partnership evaluation process concludes “Term”).
(b) prinnovo may terminate this Agreement upon the occurrence of any one or more of the following events: (i) Participant breaches any material term or provision of this Agreement, and if capable of cure, such breach remains uncured 10 days after receiving notice thereof by prinnovo or (ii) Participant becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party’s assets, (iii) Participant is removed by the Industry Leader from the Private Innovation Network.
(c) Participant may terminate this Agreement at any time by giving 15 days notice to prinnovo.
(d) Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 2 through 12 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever.
2. Participant’s Representations and Warranties.
(a) Participant hereby represents and warrants to prinnovo that it meets the definition of a Participant and agrees that during the Term: (i) Participant will utilize the Services only for Participant’s purposes and will not resell or redistribute to third parties reports, data, ratings, guidance, and other information provided by prinnovo in conjunction with the delivery of the Services except as otherwise permitted by this Agreement; (ii) Participant will utilize the Services only for lawful purposes; (iii) Participant is the owner or valid licensee of any content, including text, graphic images, photographs, video recordings, audio recordings, and other data of every kind and description, that Participant may provide to prinnovo in conjunction with the use of the Services (as applicable, the “Participant Content”), and Participant has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Participant Content and each element thereof without any obligation by prinnovo to pay any fees, residuals, or other compensation of any kind to any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof (as applicable, a “Person”); (IV) Participant’s use, publication and display of Participant Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person; (V) Participant will comply with all applicable laws, rules and regulations regarding Participant Content; (Vi) Participant will not provide Participant Content that contains or constitutes a solicitation to buy or offer to sell securities, or otherwise utilize the Services to make any other solicitations of securities in violation of applicable law; and (Vii) Participant has used its best efforts to ensure that Participant Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code.
3. License to prinnovo. Participant hereby grants to prinnovo a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of the Services under the Agreement: (a) digitize, convert, summarize, install, upload, select, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink Participant content; and (b) make archival or back-up copies of Participant content.
4. Participant’s Responsibilities.
(a) Participant acknowledges that certain business information regarding Participant (the “Participant Data”) must be submitted to prinnovo in conjunction with delivery of the Services. Participant represents that the Participant Data is non-confidential, correct and accurate to the best of Participant’s knowledge.
(b) Participant will provide current and updated contact information, including email addresses, postal addresses, phone numbers, fax numbers, and the like, for prinnovo’s use in contacting Participant in conjunction with delivery of the Services by prinnovo, and will cooperate fully with prinnovo in connection with prinnovo’s performance of the Services.
(c) Participant is solely responsible for the accuracy, quality, performance and all other aspects of the Participant Data and the Participant Content and any statements made by Participant and Participant’s Authorized Users on the prinnovo network.
(d) To the extent the Services permit Participant to post or otherwise provide the Participant Data and/or the Participant Content, Participant shall be fully responsible for uploading all data and content and prinnovo shall not be responsible for any damages to the Participant Data or the Participant Content or other damages or any malfunctions or service interruptions caused by any failure of Participant Content or Participant Data to be compatible with the hardware and software used by prinnovo to provide the Services.
5. Intellectual Property Rights in Information Shared on the prinnovo network
(a) Participant agrees that it will disclose only non-confidential information to Industry Leaders on the prinnovo network, whether through answers to survey/profile questions,or responding to solution requests or any other communication requested by prinnovo.
(b) Participant agrees that it will not pursue any sort of intellectual property or trademark action against an Industry Leader on the basis of information shared through the prinnovo network.
(c) During the time while Participant is a subscriber to an Industry Leader Private Innovation Network, Participant is free to delete, change or update any information provided by them on that Private Innovation Network. prinnovo will have the right to delete, maintain or continue to share any Participant data that remains within a Private Innovation Network after the Participant’s active subscription period ends.
(d) Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Participant or any of Participant’s Authorized Users shares on the prinnovo network will be treated by Participant as non-confidential and non-proprietary. prinnovo may disclose and share with Industry Leaders through any ideas, concepts, know-how or techniques contained in such information for the purpose of delivering the Services.
6. Ownership of Summary Data. prinnovo may generate summarizations from the information provided by the Participants. The summary data will not contain confidential or proprietary information regarding any individual Participant but instead will be aggregated data. prinnovo will have sole and exclusive ownership of summarized data and the unlimited and exclusive right to use and commercially exploit the Summary Data as subject to this Agreement. To the extent Participant has any claim to the summary data; Participant hereby conveys all right, title and ownership of the summary data to prinnovo.
7. prinnovo Intellectual Property.
(a) Except for Participant’s limited right to utilize the Service, this Agreement does not transfer from prinnovo to Participant any of the prinnovo’s proprietary content or technology, including, without limitation, prinnovo-provided information, such as the Reporting Data, Summary Data or other reports, data, communications and the like; software, hardware designs, algorithms, user interface designs, and the like; know-how, trade secrets, and any related intellectual property rights throughout the world (whether owned by prinnovo or licensed to prinnovo from a third party), and any derivatives, improvements, enhancements, updates, modifications or extensions of prinnovo content or technology conceived, reduced to practice, or developed at any time (as applicable, the “prinnovo Content and Technology”).
(b) prinnovo Content and Technology, and all rights, titles and interests in and to the prinnovo Content and Technology shall remain solely with prinnovo. Participant shall not, directly or indirectly, redistribute, publish, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the prinnovo Content and Technology.
(c) prinnovo’s trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of prinnovo. Participant may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of prinnovo.
8. Limited Warranty.
(a) prinnovo represents and warrants to Participant that the Services will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof and (ii) at least at the same level of service as provided by prinnovo generally to its other Member Companies for the same services. Participant will be deemed to have accepted such Services unless Participant notifies prinnovo within 30 days after performance of any Services of any breach of the foregoing warranties. Participant’s sole and exclusive remedy, and prinnovo’s sole obligation, for breach of the foregoing warranties shall be for prinnovo, at its option, to re-perform the defective Service at no cost to Participant, or, in the event of interruptions to the Services caused by a breach of the foregoing warranties, issue Participant a credit in an amount equal to the Service Fees as provided in the Subscription prorated by the number of hours in which the Services has been interrupted.
(b) The foregoing warranties shall not apply to performance issues or defects in the Services (i) caused by incomplete or inaccurate Participant Data submitted by Participant; (ii) factors outside of prinnovo’s reasonable control; (iii) that resulted from any actions or inactions of Participant, Participant or any third parties; or (iv) that resulted from Participant’s equipment or any third-party equipment not within the sole control of prinnovo.
(c) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, prinnovo MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY INFORMATION OR SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND prinnovo HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO PARTICIPANT HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. prinnovo DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
9. Limitation of Liability.
(a) In no event will prinnovo’s liability in connection with the Services, ANY SOFTWARE PROVIDED HEREUNDER or ANY SUBSCRIPTION, whether caused by failure to deliver, non-performance, defects, breach of warranty or otherwise, exceed THE aggregate Service Fees paid to prinnovo by Participant during the TERM IN WHICH the event giving rise to such liability OCCURS.
(b) prinnovo cannot guarantee continuous service, service at any particular time, integrity of data, information, or content stored or transmitted via the Internet. prinnovo will not be liable for any unauthorized access to, or ANY corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content transmitted, received or stored on its system.
(c) EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL be liable in any way to THE OTHER PARTY OR ANY OTHER PERSON for any lost profits or revenues, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES or similar economic loss, or for any PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, consequential OR SIMILAR damages OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, arising out of or in connection with the performance or non-performance of ANY SUBSCRIPTION, OR (EXCEPT AS PROVIDED IN SECTIONs 10 AND 11) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER it HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
(d) The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section 10(c) shall not apply to liability arising on account of Participant’s indemnification obligations under Section 11.
10.Indemnification of prinnovo.
Participant shall defend, indemnify and hold harmless prinnovo, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively “prinnovo Indemnitees”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of prinnovo Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Participant’s breach of any representation, warranty, or covenant contained in the Agreement, (ii) Participant Content or any party’s use of Participant Content, (iii) violation by Participant or any of its Authorized Users, officers, directors, employees or agents of the Acceptable Use Policy or any applicable law, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Participant Content, or the use of the Services in combination with hardware, software, or content not provided by prinnovo, (v) claims or actions by third parties relating to or arising out of Participant’s use of the Service, and (vi) any damage to prinnovo’s servers or other hardware caused by Participant.
11. Indemnification of Industry Leader.
Participant shall defend, indemnify and hold harmless the Industry Leaders participating in the prinnovo network, their affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively “Industry Leader Indemnitees”), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys’ fees) which any of Industry Leader Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Participant’s breach of any representation, warranty, or covenant contained in the Agreement, (ii) Participant Content provided within the prinnovo network or any party’s use of Participant Content, (iii) violation by Participant or any of its Authorized Users, officers, directors, employees or agents of any applicable law, (iv) claims or actions by Participant or any third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Participant Content, or the use of the Services in combination with hardware, software, or content not provided by prinnovo, (v) claims or actions by third parties relating to or arising out of Participant’s use of the Service, and (vi) any damage to prinnovo’s servers or other hardware caused by Participant.
(a) prinnovo will keep confidential Participant’s password and other non-public information provided by Participant to prinnovo for the purpose of obtaining or maintaining Participant’s account (collectively, the “Participant Confidential Information”), subject, however, to the provisions of this Agreement regarding Participant Data, Reporting Data, and Summary Data. Participant credit card information will not be saved or stored on the prinnovo network.
(b) prinnovo may use Participant Confidential Information to administer Participant’s account and as reasonably necessary or convenient to facilitate the Services. prinnovo may not provide Participant Confidential information to any third party, except for attorneys, accountants, employees, and agents working on behalf of prinnovo pursuant to this Agreement.
(a) Independent Contractor. prinnovo and Participant are independent contractors and nothing contained in this Agreement places prinnovo and Participant in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
(b) Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of North Carolina, except that all arbitration and related proceedings conducted pursuant to Section 14(c) below, including without limitation confirmation proceedings, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et. seq. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement THAT IS NOT SUBJECT TO MANDATORY ARBITRATION PURSUANT TO SECTION 14(C) BELOW must be brought in a North Carolina state or federal court located in Guilford county, North Carolina, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
(c) Mandatory Arbitration. Notwithstanding Section 13(b) above, each party agrees that any dispute between the parties arising out of this Agreement or in any manner relating to the Services must be submitted by the parties to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, as administered by Resolutions Resources Corp. of Atlanta, Georgia (or such other recognized provider of arbitration services agreed upon by both parties) before a single arbitrator, appointed in accordance with such rules. Any such dispute shall address only the claims brought by the applicable party and no party may represent a class of similarly situated persons. Any such arbitrator must render a reasoned opinion in writing only where the amount in dispute exceeds $100,000. Judgment upon the award may be entered in any court having jurisdiction thereof. Any such arbitration will be held in Greensboro, NC. Any action filed by either party in any court in violation of this Section should be dismissed pursuant to this Section.
(d) Headings. The headings herein are for convenience only and are not part of this Agreement.
(e) Entire Agreement; Amendments. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any Subscription, confirmation, correspondence or other communication of Participant or prinnovo, the terms and conditions of this Agreement shall control. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that this Subscription Agreement may be modified from time to time by prinnovo in its sole discretion, which modifications will be effective upon posting to prinnovo Site.
(f) Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
(g) Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. prinnovo may give written notice to Participant via e-mail to Participant’s e-mail address as maintained in prinnovo’s billing records.
(h) Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
(i) Assignment; Successors. Participant may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of prinnovo. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. prinnovo may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Participant. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(j) Limitation of Actions. No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than one year after the cause of action has arisen.
(k) Counterparts. If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, prinnovo’s records of such execution shall be presumed accurate unless proven otherwise.
(l) Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
(m) No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns.
(n) Government Regulations. Participant may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone