About Us
Contact About Us Input Output ADA Compliance Statement Privacy Policy Satisfaction Guarantee Terms & Conditions
Solutions
Input Output Solutions WISP - Written Information Security Program
Blog Podcast
BOOK A CALL

INPUT OUTPUT

TERMS & CONDITIONS

INPUT OUTPUT PRIVACY POLICY

 

Terms & Conditions
Licensing Agreement & Terms of Service

 

This Licensing Agreement & Terms of Service (“Agreement”) is entered into by and between you, (“Licensee,” “Client,” “Customer,” or “you”) and us, Input Output, LLC (“Licensor,” “Company,” “we,” “our,” or “us”).

When you complete the purchase or access any product, service, publication, or similar offering from Input Output, LLC under this Agreement, it is deemed that you have accepted the terms of this Agreement and the rights and obligations herein.

Such completion of purchase confirms your understanding and agreement that the use of the purchased offerings or Product(s), shall be strictly in accordance with the terms and conditions of this Agreement.

This includes, but is not limited to, adhering to the licensed use of products, maintaining confidentiality, and ensuring compliance with the restrictions and obligations as specified.

Input Output, LLC reserves the right to amend the terms of this Agreement at any time with proper notice, and your continued use of the purchased offerings following any amendments signifies your acceptance of such changes.

 

 

  1.  Input Output, LLC’s Copyright:

The Product(s) you are purchasing are the intellectual property and is/are copyrighted by Input Output, LLC. By completing the purchase of our Product(s) you agree to respect our copyright in the purchasing, receiving, and utilization our Product(s).

While the Product(s) may be modified to meet the needs of the licensee, which shall include rebranding of applicable Product(s) for the licensee’s internal use only, proper attribution must be provided when utilizing any Product(s) or intellectual property of Input Output, LLC.

 

 

  1.  Grant of License:

Licensor hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use the products purchased by Licensee under this Agreement, including but not limited to the Input Output WISP: Written Information Security Program, associated platforms, software, and portals, and the iO-GRCF™ (Input Output Governance, Risk, and Compliance Framework) ("Products").

These Products are to be used solely for Licensee’s internal business operations aimed at developing, implementing, maintaining, and improving Licensee’s own information security and compliance program(s).

 

 

  1.  Licensee Restrictions:

You shall not:

  1. Distribute, sell, lease, rent, lend, sublicense, or commercially exploit the Product(s), any part thereof, or any other Input Output, LLC property to any third party.
  2. Provide access to the Products, or any provided portal, platform, software or similar to any unlicensed parties.
  3. Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Product(s), or attempt to do any of the foregoing except as provided under this Agreement.
  4. Use the Product(s) to provide services to third parties or as part of a service bureau, application service provider, or similar business.
  5. Impersonate or attempt to impersonate the Company, a Company employee, or any other persona, or entity.
  6. Delete or alter any of the copyright, trademark, or other proprietary rights notices from the Product(s) or Input Output, LLC. This shall not infringe on the licensee’s right to apply licensee’s branding to the purchased Product(s).

 

 

  1.  Intellectual Property:

All intellectual property rights in and to the Product(s) are owned by Input Output, LLC. The Licensee does not acquire any ownership rights to the Product(s) as a result of this Agreement.

No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Input Output, LLC. Any use of the Company’s intellectual property not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark, and other laws.

 

 

  1.  Confidentiality:

The Product(s) and all other intellectual property of Input Output, LLC contains trade secrets and proprietary information owned by Licensor.

Licensee agrees to maintain the confidentiality of all such information and to use the Product(s) only as permitted under this Agreement.

 

 

  1.  Warranties and Disclaimers:

Licensor warrants that it has the right to grant this license.

THE PRODUCTS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND (Including accuracy and correctness), EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Descriptions or specifications of deliverables shall constitute project objectives and not express warranties.

 

 

  1.  Indemnification:

Licensee understands and agrees that although Input Output, LLC makes every reasonable effort to assure the quality and accuracy of provided services and Product(s), the use or integration of said services and Product(s) is at the sole discretion and risk acceptance of the Licensee.

The Licensee hereby voluntarily agrees to indemnify, defend and hold harmless Input Output, LLC from any and all liability, loss, damage or expense, including attorneys’ fees that Licensee may incur or sustain which arise from, occur during utilization of provided Product(s) and services, or are in any way connected with the services and Product(s) provided by Input Output, LLC.

 

 

  1.  Limitation of Liability:

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF USE OF DATA, COST OF REPLACEMENT SERVICES, OR INTERRUPTION OF BUSINESS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR UNDER AN INDEMNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR BREACHES OF Licensor’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY'S LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY Licensee TO Licensor IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM IS MADE.

 

 

  1.  Waiver of Subrogation:

EACH PARTY AGREES THAT WITH RESPECT TO ANY LOSSES COVERED BY, OR REQUIRED TO BE COVERED BY, INSURANCE UNDER THE TERMS OF THIS AGREEMENT, OTHER THAN THOSE LOSSES CAUSED BY THE OTHER PARTY'S GROSS NEGLIGENCE OR INTENTIONAL ACTS, EACH PARTY HEREBY WAIVES AND RELEASES THE OTHER, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM ANY AND ALL CLAIMS AND LIABILITY OR RESPONSIBILITY WITH RESPECT TO SUCH LOSSES, INCLUDING LOSSES ARISING OUT OF THE INABILITY TO CONDUCT BUSINESS.

EACH PARTY FURTHER AGREES THAT ITS INSURANCE COMPANIES SHALL HAVE NO RIGHT OF SUBROGATION AGAINST THE OTHER ON ACCOUNT OF THIS RELEASE.

 

 

  1.  Our Rights:

We have the right, without provision of notice to:

  1. Take appropriate legal action, including, without limitation, referral to or cooperation with law enforcement or regulatory authorities, or notifying the harmed party of any illegal or unauthorized use of our Product(s).
  2. Without prejudice to other rights, terminate or suspend access to our Product(s) if you fail to comply with the conditions of this Agreement.

You waive and hold harmless Input Output, LLC and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from any and all claims resulting from any action taken by Input Output, LLC and any of the foregoing parties relating to any investigations by either Input Output, LLC or by law enforcement authorities.

 

 

  1.  Remedy:

If the Product(s) become subject to a claim of infringement for which Input Output, LLC. may become liable, Input Output, LLC. at its option may:

  1. Obtain for Licensee the right to continue using the Product(s).
  2. Replace or modify the Product(s) to make them non-infringing, so long as the replacement or modification meets substantially similar specifications.
  3. Take return of the infringing Product(s) and refund to Licensee the original purchase price of the Product(s) prorated on a five-year straight-line basis.

 

 

  1.  Waiver:

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

 

 

  1.  Advisement of No Legal Counsel:

Licensee (you) understand(s) that while Input Output, LLC may provide services that relate to legal issues, INPUT OUTPUT, LLC DOES NOT PROVIDE LEGAL SERVICES OR LEGAL ADVICE.

Any reports, summaries, or communications provided by or from Input Output, LLC shall not be deemed to be legal opinions and may not and should not be relied upon as proof, evidence, or any guarantee or assurance as to Licensee’s (your) legal or regulatory compliance.

IT IS THE RESPONSIBILITY OF THE LICENSEE (YOU) TO PROVIDE ITS OWN LEGAL COUNSEL TO PROVIDE LEGAL ADVICE.

INPUT OUTPUT, LLC DOES NOT PROVIDE LEGAL ADVICE IN ANY CAPACITY.

 

 

  1.  Assignment:

This Agreement and any rights or obligations hereunder may not be assigned by either party without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

This Agreement is assignable by and shall be binding upon and inure to the benefit of the successors and assigns of each party (“Assignor”) in connection with and in contemplation of any reorganization, bankruptcy, merger, consolidation, or sale of all or substantially all of the stock, ownership interests or assets of Assignor, or any other transaction substantially similar in effect (collectively, a “Change of Control”). 

Upon a Change of Control, this Agreement will be deemed assigned to Assignor’s successor regardless of whether such assignment is formally reduced to writing. Subject to the foregoing, any assignee hereunder shall be subject to all the terms, conditions and provisions of this Agreement.

 

 

  1.  Governing Law:

This Agreement shall be governed by and construed using the laws of the state of Florida without giving effect to its conflict of law provisions, choice of law principles, or to constructive presumption favoring either party.

All actions arising out of or relating to this Agreement will be heard and determined exclusively by the state or federal courts located in Palm Beach County, Florida, United States, and each party waives all objections to the exercise of personal jurisdiction in such courts and agrees to waive any argument or assertion challenging venue or inconvenient forum.

Both parties agree that in the event of breach of this Agreement, monetary damages may be inadequate and insufficient for any breach and that, in addition to other remedies that may exist at law or in equity or under this Agreement, injunctive relief and/or specific performance may be sought.

 

 

  1.  Arbitration:

Any and all disputes or disagreements rising between the parties out of this agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association as presently published and existing.

The parties agree to be bound by the decision of the arbitrator(s).

The arbitration proceeding shall take place in Palm Beach Country, Florida, United States, unless another location is mutually agreed to by the parties.

The cost and expenses of the arbitrators shall be shared equally by the parties.

Each party shall be responsible for its own cost and expenses in presenting the dispute for arbitration.

  1. The arbitrator will not have the power to award any punitive or consequential damages.

 

 

  1.  Mutual Representations:

Both parties agree to the following mutual representations:

  1. Authority and Capacity: The parties have the authority and capacity to enter into this agreement.
  2. Enforceability: This Agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
  3. No Conflicts: Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this Agreement.
  4. No Breach: Neither party’s execution, delivery, or performance of its obligations under this Agreement will breach or result in a default under: 
    1. Its articles, bylaws, or any unanimous shareholders agreement,
    2. Any law to which it is subject,
    3. Any judgement, order, or decree of any governmental authority to which it is subject, or
    4. Any Agreement to which it is a party or by which it is bound.
  5. Permits, Consents, and Other Authorizations: Each party holds all permits and other authorizations necessary to conduct its business as it is now carried on.
  6. No Disputes or Proceedings: Except where otherwise disclosed, there are no legal proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

 

 

  1.  No Contra Proferentem:

This Agreement has been negotiated and approved by the parties and, notwithstanding any rule or maxim of law or construction to the contrary, any ambiguity or uncertainty will not be construed against either of the parties by reason of the authorship of any of the provisions of this Agreement.

 

 

  1.  Miscellaneous:

Both parties understand and agree to the following:

  1. Counterparts: This Agreement may be executed in multiple original, electronic, or scanned counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
  2. Electronic Copies and Signatures: Electronic copies of signatures shall have the same effect as originals.
  3. Language: The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
  4. Headings: The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
  5. Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to the subject matter hereof and supersedes all prior written or oral communications and representations.

 

 

  1.  Severability:

If any provision of this Agreement is held to be invalid, the other provisions will not be affected to the greatest extent possible consistent with the parties' intent. 

Each party agrees to comply with all applicable laws, regulations, and ordinances relating to their performance hereunder.

A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.

 

 

  1.  Notice:

We may provide any notice to you under this Agreement by:

  1. Sending direct mail to the address you provide to use and consent to using,
  2. Sending an email message to the address you provide to us and consent to using, or
  3. By posting on our website (InputOutput.com).

 

Notices sent by direct mail or email will be effective when we send them. Notices provided through our website will be effective as of the posted date provided.

To provide us notice under this Agreement, you must contact us as follows:

  1. Overnight courier, or
  2. Registered or certified direct mail to:

Input Output, LLC
Attn: Agreement Management
125 S State Road 7, Suite 104-#406
Wellington, FL 33414

 

 

 

Notices provided will be effective once received and where confirmation has been provided to evidence the receipt of the notice.