Terms of Service
Instill Change / Inveniem Terms and Conditions of Use
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY AS THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES AS A USER OF THE OFFICIAL INSTILL CHANGE POWERED BY ARKAYO PLATFORM AND SERVICES.
Inveniem LLC is a duly formed Massachusetts limited liability company (“Inveniem”, “we” or “us”) and provides certain offering and services to our client for utilization. We offer the Official Instill Change Vault powered by the Arkayo platform (“Platform”) to you, the user (“User”, “you” or “your”) on the condition that you agree to these terms and conditions of use (“Terms”). By using the Platform you are entering into a binding agreement with us. All Users must be either at least eighteen (18) years or older or thirteen (13) years or older with verifiable permission from your parent or legal guardian to use the Platform or any of Inveniem’s other websites, content or services (collectively “Service(s)”). If you fail to meet the aforementioned requirements at any time, then you shall immediately become ineligible and shall immediately be prohibited from using the Platform or any Service(s). If you are not yet 13 years of age, are between the ages of 13 and 17 but don’t have verifiable permission, or if for any reason you do not agree with any of these Terms, then you are not eligible to access or utilize the Platform or any Services offered hereunder and are further instructed to immediately discontinue any use thereof.
These Terms apply to and govern a User’s utilization of the Platform or any Service(s) we offer through Instill Change's proprietary website (located at www.instillchange.com) as well any content, sites or other materials appearing on the Platform or which we or any other User makes available via any Service (collectively “Content”). Any reference to the Platform in these Terms shall include all other sites, URLs, software or applications that are owned, operated, licensed, sub-licensed and/or controlled by us.
These Terms also apply to your use of any site created by, powered by or any Content introduced by any outside third-party which we decide to incorporate into any of our offerings. In order to become eligible to get access to or to utilize any such offerings you may be required to agree to and follow those additional terms and conditions which are applicable to the use of such third-party content, third-party website or service. It is up to you and your sole responsibility to check for and read-and-agree to any additional third-party website or service terms and conditions before using any third-party content, website or service. In the event of any conflict between these Terms and any third-party content, website or service terms and conditions, these Terms shall control but only to the extent necessary to rectify such conflict. The remaining third-party terms and conditions which are not conflicting shall continue to control such third-party content, website or service.
Further, by accessing and/or using the Platform and Service(s) you are accepting these Terms (in their entirety and without any modification by you). If, for any reason or no reason at all, you do not completely agree to these Terms, then you are prohibited from using the Platform or the Service(s) in any manner whatsoever. Simply stated: you must agree to the Terms to use the Platform or the Service(s). If you do not fully agree to these Terms then you are prohibited from using the Platform and any Service or any other website(s), service(s) or content offered by us whatsoever. You agree to be bound to these Terms whether or not you decide to register an account or provide any information.
END USER LICENSE AGREEMENT
We grant to each User a limited personal, revocable, non-transferable, non-exclusive right to access and make use of the Platform and Service(s), subject to the restrictions contained in these Terms (“License”). The words “use” or “using” in these Terms means any time a User, directly or indirectly, does or attempts to access, interact with, use, display, view, print or copy from the Platform or Service(s), transmit, receive or exchange data or communication with the Platform or Service(s), or in any way utilizes, benefits, takes advantage or interacts with any function, service or feature of the Platform or Service(s), for any purpose whatsoever. By using the Platform or Service(s), you expressly agree that you shall respect our intellectual property rights as well as that of all third parties and any other persons or entities that may provide any materials or other Content to the Platform and Service(s) or which you can access through the Platform and Service(s). In order to benefit from the License granted hereunder you agree to abide by all copyright and trademark notices as well as any restrictions contained in any content accessed through the Platform or Service(s). We reserve the right to terminate the License granted hereunder for any reason, or no reason at all, at any time without any prior notice.
Unless expressly allowed hereunder in writing, you shall not copy, perform, exploit or otherwise distribute any Content from the Platform or any Service(s) unless you are the actual owner of such Content or have express written permission from the owner of such Content (and provided that such permission can be verified to our reasonable satisfaction). In the case of the latter the User must make such written permission or proof of ownership available for review and confirmation by Inveniem on Inveniem’s written request. Except as expressly set forth herein, these Terms do not grant you or any other party any right, title or interest in the Platform, Service(s) or any Content. Should you in any way copy, distribute or otherwise exploit any Content from the Platform or any Service(s) without being the actual owner of such Content or having the prior express written permission from the applicable rights holder then, in addition to our rights and remedies hereunder, you shall indemnify and hold us harmless with respect to any and all claims related to such exploitation of the aforementioned Content.
Reliance on Information Posted & Disclaimer
The materials contained on our site are provided for general information purposes only and do not claim to be or constitute legal or other professional advice and shall not be relied upon as such.We do not accept any responsibility for any loss which may arise from accessing or reliance on the information on this site and to the fullest extent permitted by law, we exclude all liability for loss or damages direct or indirect arising from use of this site.
In addition to any further disclaimers of warranty contained in these Terms or such other policies, we do not, can not guarantee and makes no warranty that the Platform or any Service(s) will be available at any given time or that we will even continue to offer the Platform or any Service(s) for any particular length of time. Not all features, products (including the Platform) or Service(s)s offered are available to all Users or in all locations. We reserve the right, in our sole discretion, to limit the access to the Platform or quantity of any Service(s) to any User in any location. The Platform and the Services may also periodically become unavailable due to maintenance (scheduled or otherwise), malfunction of equipment or for other reasons. Services are void where prohibited. We reserve the right to change and update the Platform and Services without notice to a User, including the right to refuse or limit a User’s request to access the Platform or utilize any Service(s), in whole or in part. You are solely responsible for compliance with application laws with respect to their use of the Platform or Service(s) they have chosen to access.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, and third parties connected to us hereby expressly exclude:
All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
loss of income or revenue;
loss of business;
loss of profits or contracts;
loss of anticipated savings;
loss of data;
loss of goodwill;
wasted management or office time; and
Any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
It is your sole responsibility to maintain and protect the confidentiality of your account and password. You agree that you shall immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using its account or password, either with or without your knowledge. You may be held liable for losses incurred by us or any third party in the event that an unauthorized user gains access to or uses your account or password. A User may not use an account that is not registered to them.
THIRD PARTY SERVICES, APPLICATIONS AND PRODUCTS
We may use features that work with or exchange information with third-party applications. If such third-party applications cease to be available on reasonable terms or at all for inclusion on the Platform or in the Service(s), we may cease providing such third-party applications without entitling you to any refund, credit or other compensation or remedy. The Platform and Service(s) may include or incorporate links to third-party websites or services, with or without notice. These third party websites and services are not owned, controlled or maintained by us. For that reason we cannot control your experience in such third-party websites or services and to that end you do so at your own risk. Any use of any third-party websites or services are governed explicitly by the applicable terms and conditions and by using them you agree to comply with such applicable terms and conditions at all times. Notwithstanding anything to the contrary contained herein, we may modify or discontinue use of, or access to, any third-party websites or services, or any content or services available thereunder, at any time. We have no control over, and assumes no responsibility for: (a) the content, services, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or services; or (b) any agreement you enter into with third-party websites or services. We shall not be responsible or liable for any part of any such dealings whatsoever. We are not responsible for any purchase made by you for any products or goods offered through the Platform or our client’s website. We make no representations or warranties, and to the fullest extent permitted by law disclaim any such warranties, that the policies, processes and procedures of these third party providers are in compliance with any particular standard or contain any specific safeguards required by a User. If you reasonably believe that any such third-party provider is breaching any of these Terms, then you must notify us of such breach and we will cooperate with you (acting diligently and reasonably and in good faith) to stop such breach and to prevent such breach from recurring in the future.
PAYMENT PROCESSING AND FEES
We currently utilizes Shopify Pay for the purposes of processing payments in relation to any purchase transactions undertaken and executed by you. We reserve the right to utilize another third-party payment processor in our sole discretion. You acknowledge that any fees charged by Shopify Pay are set unilaterally and beyond our control. We shall use good reasonable efforts to inform you in writing of any changes in such fees that it becomes aware of within ten (10) days after it becomes aware of such changes.
YOU SHALL BE SOLELY RESPONSIBLE FOR ANY THIRD PARTY PAYMENT PROCESSING SERVICE, INCLUDING WITHOUT LIMITATION, RESPONSIBILITY FOR ALL REVERSALS, CHARGEBACKS CLAIMS, FINES, FEES, PENALTIES AND OTHER LIABILITY ARISING OUT OF OR REALTING TO YOUR USE OF THE STRIPE. YOU SHALL BE SOLELY RESPONSIBLE FOR THE USE OF LOST OR STOLEN CARDS TO PURCHASE GOODS OR PRODUCTS ON THE PLATFORM. Without limiting the foregoing and in addition to those other indemnification obligations contained herein, you agree to defend, indemnify, and hold us harmless (including our employees, directors, agents, and affiliates) (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (a) your use of any third party payment processing in connection with the Platform and (b) your obligations to pay amounts owed, including without limitation any reversals, chargebacks, claims, fines, fees, penalties and attorneys’ fees.
SOCIAL MEDIA & WEBLOGS
In order to use or access our offerings, you must agree not to use the Platform or Service(s) for any purpose that is unlawful or prohibited. Such uses include, but are not limited to, the following: • Use of the Platform or any Service(s) in any manner which could damage, disable, impair or affect the functionality of the Platform and/or the Service(s); • Use of the Platform or any Service(s) by any automated means including spiders, bots, web crawlers (focused, topical or other types), screen scrapers or similar data mining technologies on the Platform or in connection with the Service(s), without respect to whether such use was by way or a registered account or otherwise; • Framing or utilizing framing techniques to enclose any materials located on the Platform or within the Service(s) without first obtaining express prior written permission from the Inveniem, such permission to be withheld in Inveniem’s sole discretion; • Obtaining, or attempting to obtain, unauthorized access to the Platform or Service(s) or other accounts, networks or sites connected to the Platform or Service(s), including any Content, materials or information contained therein; • Decompiling, dissembling, reverse engineering, copying, creating derivative works or displaying any of the Platform, Service(s) or any software or code related thereto; • Using any Inveniem or Arkayo logo or plain word mark or other proprietary graphic or service/trademark as part of any link without first obtaining express prior written permission from the Inveniem, such permission to be withheld in Inveniem’s sole discretion; • Modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, or selling any part of the Platform, the Service(s) or any Content; and/or • Using the Platform or any Service for any illegal purpose or otherwise in a way no permitted under these Terms. We reserve the right, in our sole and absolute discretion, to immediately suspend or terminate your account for any violation of the above restrictions or these Terms.
Viruses, Hacking and Other Offenses
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offense under the Computer Fraud and Abuse Act 1986. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
CODE OF CONDUCT
You agree not to engage in any inappropriate activity in connection with your use of the Platform or Service(s), including but not limited to uploading, posting, e-mailing or otherwise sending or transmitting any material that contains viruses or any other harmful computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform or Service(s); interfering with the servers or networks connected to the Platform or Service(s) or violating any of the procedures, policies or regulations of networks connected to the Platform or Service(s), the terms of which are incorporated herein; impersonating any other person while using the Platform or Service(s); conducting yourself in a vulgar, offensive, harassing or objectionable manner while using the Platform or Service(s); using the Platform or Service(s) for any unlawful purpose; violating the intellectual property rights or the rights or publicity and privacy of others; and/or reselling or exporting the software associated with the Platform or Service(s). You shall comply with all applicable laws and regulations in connection with your use of the Platform or Service(s). Any use of the Platform or any Service(s) by you shall be subject to all applicable local, state, national, federal laws and regulations. Users are solely responsible for all activities, acts and omissions that occur in, from, through or under a User’s account or their use of the Platform or Service(s) outside of any registered account.
These Terms shall remain in full force and effect for as long as you have access to the Platform or use the Service(s). You may terminate your account and use of the Platform or Service(s) at any time. We reserve the right to terminate your right to use the Services or suspend your access to the Platform at any time, for any reason, and without warning. Upon termination of your account, your right to use the Platform or Service(s) shall cease immediately. Following any such termination, those clauses contained herein which by their nature should survive termination, shall survive termination.
WE MAKE NO REPRESENTATIONS OR WARRANTY ABOUT THE RELIABILITY, AVAILABILITY, SUITABILITY, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, SOFTWARE, PRODUCTS (INCLUDING THOSE GOODS OFFERED FOR SALE OR PURCHASED VIA THE PLATFORM), RELATED GRAPHICS OR THE ACCURACY OF ANY CONTENT CONTAINED WITHIN THE PLATFORM OR SERVICE FOR ANY PURPOSE WHATSOEVER. ALL SERVICES, CONTENT, SOFTWARE, APPLICATIONS, INFORMATION, PRODUCTS, MATERIALS, RELATED GRAPHICS AND THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE PLATFORM, SERVICES, ANY CONTENT, ASSOCIATED SOFTWARE, INFORMATION, PRODUCTS OR GOODS, AND MATERIALS, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. THIS SECTION 11 SHALL SURVIVE THE TERMINTATION OF THE AGREEMENT FORMED BETWEEN YOU AND USE BY YOUR USE OF OR ACCESS TO THE PLATFORM OR ANY SERVICE.
LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE PLATFORM OR SERVICE(S), WITH THE DELAY OR INABILITY TO USE THE PLATFORM OR SERVICE(S), WITH THE PROVISION OF OR FAILURE TO PROVIDE THE PLATFORM OR SERVICE(S), OR FOR ANY CONTENT, INFORMATION, SOFTWARE, PRODUCTS, GOODS, OR RELATED GRAPHICS ACCESSED THROUGH THE PLATFORM OR OBTAINED THROUGH THE SERVICE(S), OR OTHERWISE ARISING OUT OF THE USE OF THE PLATFORM OR THE SERVICE(S), WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF YOU HAVE OR HAVE NOT BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO A CERTAIN USER WHO RESIDES OR OPERATES FROM SUCH STATES AND/OR JURISDICTIONS. IN SUCH EVENT, OUR LIABILITY TO YOU WILL NOT EXCEED THE AMOUNT EQUAL TO THOSE AMOUNTS PAID BY YOU TO US TO UTILIZE THE WEBSITE OR ACCESS THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF A CLAIM BY YOU AGAINST US. THIS SECTION 12 SHALL SURVIVE THE TERMINATION OF THE AGREEMENT ENTERED INTO BY USER AND INVENIEM.
In addition to any other indemnification obligations contained in these Terms, you further agree to defend, indemnify and hold us (including our respective officers, directors, employees, agents, successors, and assigns) harmless from any and all claims, demands, or damages (including reasonable attorneys’ fees) brought by any third party due to, or arising out of: (a) your violation of these Terms; (b) your use of or access to the Platform or Service(s) (including any Content contained therein) and/or any other information, software, or products obtained on or through the Platform or Services; or (c) any infringement by you or any third party using the your account of any intellectual property or other right of any person or entity. This Section 13 shall survive the termination of a User’s use of the Platform or Services.
Any contractual dispute or claim relating to your use of the Platform or any Service will be resolved by binding arbitration, rather than in court. Any claim related to the Platform or any Service must be brought within one (1) year after the date on which the claim arose. Any dispute arising from or relating to the subject matter hereof shall be settled by arbitration in Boston, Massachusetts in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators. The current version of the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. can be found here: https://www.jamsadr.com/rules-streamlined-arbitration/ provided that we have no control when such rules may change and it is your sole obligation to continuously check them. Any judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.
You consent to exclusive jurisdiction and venue in the United States Federal Courts located in the Boston, Massachusetts. Notwithstanding anything contained in the foregoing section or to the contrary contained herein, we may bring suit in any court to enjoin infringement or other misuse of any intellectual property rights.
DMCA The Platform and Services are offered to our clients as a white label solution and, to that end, any copyright matters should be addressed to them. If you are a copyright owner or duly appointed representative of a rights holder and believe that any Content, information or material appearing on the Platform or with the Service(s) infringes on your copyright, please visit our client’s copyright policy and submit a claim of copyright infringement.
Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Site, the Services, or this Agreement (or any other agreement incorporated herein), must be filed within one (1) year after such claim or cause of action arose or forever be barred.
(a) The failure of either you or us to exercise any right provided for in these Terms shall not be deemed a waiver of any further rights contained herein. (b) If any provision of these Terms is found to be unenforceable or invalid, such provision shall be eliminated or limited only to the minimum extent necessary and these Terms (including any remaining portion of the provision) shall otherwise remain in full force and effect. (c) You agree that these Terms are the complete and final statement of the understanding between you and us regarding the use of the Platform and any Service(s) and that this final statement supersedes any previous agreements (without regard to whether written and oral), communications or other understandings relating to the subject matter of the Platform or the Services. (d) Your use of the Platform and/or Service requires your agreeing to these Terms. Such agreement by you results in a binding agreement which is not assignable, transferable or sublicensable by you in any way unless we have given our prior consent, such consent to be withheld in our sole discretion. We may freely transfer and assign its rights and/or obligation under these Terms without your consent.
Except with respect to your payment obligations, if any, neither you or we will be liable by reason of any failure or delay in the performance of its obligations hereunder to the extent that it was due to any cause beyond the reasonable control of such party, including electrical outages, failure of Internet service providers, default due to Internet disruption, denial of service attacks, riots, insurrection, acts of terrorism, war, fires, floods, earthquakes, explosions, and other acts of nature; provided that the non-performing party uses commercially reasonable efforts to resume performance as soon as practicable under the circumstances.
Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
No agency, partnership, joint venture, or employment relationship of any kind is created as a result of your agreeing to these Terms or using the Platform or any Service(s) offered by us or any third-party website or services which is accessed via the Platform or the Services. You do not have any authority of any kind whatsoever to bind us in any way.
Links From Our Site
We control and operate the Site from our offices in the United States of America. We do not represent that materials on the Site are appropriate or available for use in other locations. Persons who choose to access the Site from other locations do so at their own risk, and are responsible for compliance with the laws of that territory.
Our Site Changes Regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
UPDATES TO THESE TERMS
We reserve the right to continually make changes to and update these Terms. It is the sole responsibility of the User to regularly review these Terms and check back for any updates. By accessing the Platform or using the Service(s) a User continues to reaffirm its agreement to any updated Terms. Inveniem will use reasonable commercial efforts to provide reasonable advance notice of any material changes to these Terms. At any point in using the Service(s) or accessing the Platform you do not agree to any of the updates or changes, then you must cease using the Service(s) and/or accessing the Platform immediately.