These Terms govern your use of the InnGen IP services and deliverables ("Services" or “Deliverables”) that are identified in your order form, statement of work, quotation or other ordering document (each referred to as an “Order”). “We”, “our” and “InnGen IP” means the InnGen IP entity identified in the Order; “you” and “your” means the Client entity identified in the Order.

The Order, any service specific terms and conditions and other applicable documents referenced in the Order or these Terms, as updated by InnGen IP from time to time, constitute the complete agreement between us ("Agreement"), and supersede any prior discussions or representations regarding your Order. Your use of our services confirms your acceptance of these Terms. You may download these terms here.

Services

(a) Definition. “Services” means any services, including but not limited to search and analytics services, and watch services to be provided by InnGen IP.

(b) License. Unless otherwise set out in the Order, you will own the deliverables set out in the Order, provided that we retain all intellectual property rights in and to the InnGen IP’s intellectual property and you receive a license to use the InnGen IP’s intellectual property solely to the extent necessary to utilize the deliverables for your internal use. You agree that the deliverables are deemed accepted upon delivery unless agreed otherwise in an Order.

(c) Changes. Either of us may make written (including email) requests to change any aspect of the Services, provided that no change will take effect unless and until we have each confirmed either by signing a formal change order or through email, setting out the impact of the change and any consequential changes required to the Agreement. Neither of us will unreasonably withhold our agreement to a change.

Payment and taxes

You must pay our charges and reasonable expenses, together with any applicable taxes, without deduction within 30 days of the date of invoice, unless otherwise provided on your Order. Payment must be in the currency stated on your Order. We may levy a service charge of 1% per month or the highest lawful interest rate (whichever is lower) for late payment plus our reasonable collection costs, including attorneys’ fees. Our fees are exclusive of tax, and shall be paid by you free and clear of all deductions or witholdings provided, if you are required by law to deduct or withhold you will be responsible for paying to InnGen IP such additional amount as will, after such deduction or witholding has been made, leave InnGen IP with the same amount as we would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. Invoice disputes must be notified in writing to InnGen IP within 15 days. Once resolved, payment of disputed invoices will be due immediately.

Privacy

Each of us will at all times collect, disclose, store or otherwise process personal data in accordance with applicable laws relating to the use of personal data relating to individuals ("Data Privacy Laws"), including without limitation any laws relating to individual rights and cross-border transfers. Each of us will use reasonable efforts to assist one another in relation to the investigation and remedy of any investigation, claim, allegation, action, suit, proceeding or litigation with respect to an alleged breach of Data Privacy Laws in relation to activities under the Agreement. Each of us will maintain, and will require any third party data processors to maintain, appropriate physical, technical and organizational measures to protect the personal data. You acknowledge that you are responsible for your own compliance with Data Privacy Laws, including, where applicable, determining your legal grounds for processing such data.

Confidentiality

Confidential information of each party includes any information marked as confidential, or which a reasonable person would consider as being confidential, including information relating to InnGen IP’s IP (including how it is developed and any underlying models or databases) or pricing, but shall not include information that is or becomes public or known on a non-confidential basis other than through breach of any duty or obligation of confidentiality.

i. Each of us will use physical and technical safeguards to protect the other’s confidential information.

ii. Each of us will only use the confidential information of the other for purposes related to the performance of the Agreement.

iii. Neither of us will disclose such confidential information to anyone else except to the extent required by Applicable Laws or as necessary to perform the Services stated in the Agreement (including where we need to share it with our subcontractors). If either of us is required to disclose the confidential information of the other by statute or court order, that party shall notify the other so that an appropriate protective order or other remedy can be obtained, unless the court or government agency prohibits prior notification.

Warranties and disclaimers

i. We will rectify Services if you give us written notice of a valid warranty claim within 30 days of delivery. If we cannot rectify any valid warranty claim within a reasonable period, we will without any further liability, refund all applicable charges related to the defective service.

ii. No advice. We are not providing any advice (legal, financial or otherwise) through our Services. You are fully responsible for your interpretations of the Deliverables. If you desire advice, we encourage you to engage legal or financial professionals to help you interpret the deliverables. You acknowledge that we are not responsible for any action or damages resulting from any decisions you (or any other party accessing the Services through you) make in reliance on the Deliverables. We are not a law firm and no attorney-client relationship is created.

iii. Third party materials. We do not accept any responsibility for, and will not be liable for claims arising from, the use of third party information in providing the Services under the agreement.

Liability

The aggregate liability of each of us (and of any of InnGen IP’s third party providers) for all claims arising out of or in connection with the Agreement will not exceed the amount of the Agreement and InnGen IP will refund the amount, if already collected, or cancel the pending invoice for that Agreement.

Term, Termination

The term and any renewal terms for the Services are described in your Order. If either of us does not wish to renew the Services set forth in an Order, in whole or in part, they must provide the other with at least 30 days’ written notice before the end of the then current term. Pre-paid charges will be refunded on a pro-rated basis for terminations in accordance with the Agreement.

Force majeure

Other than payment obligations, neither of us shall be liable for any failure or delay in performance due to causes that cannot be reasonably controlled by that relevant party, such as (but not limited to) acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like.