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Terms and Conditions

LICENSE AGREEMENT AND TERMS OF SERVICE

Effective Date: September 1, 2025
 
This License Agreement and Terms of Service ("Agreement") is entered into between you, [LICENSEE] ("Licensee," "Customer," "Consumer," or "you") and us, Input Output Labs ("Input Output Labs," "Licensor," "Company," "we," "our," or "us").
 
Upon completing the purchase of any product, service, publication, or similar offering from Input Output Labs under this Agreement, you will be deemed to have accepted the terms of this Agreement and the rights and obligations contained herein. Such completion of purchase confirms your understanding and acceptance that the use of the acquired offerings or products shall be strictly in accordance with the terms and conditions of this Agreement. 
 
This includes, but is not limited to, adhering to the authorized use of the products, maintaining confidentiality, and ensuring compliance with the specified restrictions and obligations.
 
Input Output Labs reserves the right to modify the terms of this Agreement at any time with appropriate direct notice or via updates on our site, and your continued use of the purchased offerings after any modification signifies your acceptance of such changes.
 
 
I - Input Output Labs Copyright
 
The Product(s) you are acquiring are the intellectual property of and are protected by the copyright of Input Output Labs. By completing the purchase of our Product(s), you agree to respect our copyright by acquiring, receiving, and using our Product(s). While the Products may be modified to meet the licensee's needs, which may include rebranding the applicable Products solely for the licensee's internal use, proper attribution must be provided when using any Input Output Labs Product or intellectual property.

 
II - License Grant
 
Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable license to use the products acquired by the Licensee under this Agreement, including, but not limited to, the purchased input and output product or solution, associated platforms, software, and portals, and the iO-GRCFTM (Input Output Governance, Risk, and Compliance Framework) ("Products") where applicable.
 
This license also extends to the Output (meaning all data, works, reports, recommendations, or other content generated by the Products or Services) for the Licensee's internal business operations.
 
These Products shall be used solely for the Licensee's internal business operations aimed at developing, implementing, maintaining, and improving its own information security and compliance programs.

 
III - Licensee Restrictions
 
You shall not:
 

  • Distribute, sell, lease, rent, lend, sublicense, or commercially exploit the Product(s), any part thereof, or any other property of Input Output Labs to any third party. 

  • Provide access to the Products, or any portal, platform, software, or similar provided to any unlicensed party.

  • Modify, create 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 in this Agreement.

  • Use the Product(s) to provide services to third parties or as part of a service bureau, application service provider, or similar business.

  • Use the Product(s), Service(s), or the Output to train, fine-tune, or improve any third-party or competitive AI model, machine learning algorithm, or generative platform.

  • Impersonate or attempt to impersonate the Company, a Company employee, or any other person or entity.

  • Remove or alter any copyright, trademark, or other proprietary rights notice from the Products or Input Output Labs. This does not impair the licensee's right to apply their branding to the purchased Products.

 
IV - Intellectual Property
 
Intellectual property refers to copyrights, service marks and trademarks, trade names, logos and get-up rights, inventions, confidential information, trade secrets, registered designs, design rights, patents, utility models, semiconductor topographies, all rights of any nature in software and computer data, database rights, all privacy rights, and all intangible rights and privileges of a nature similar to any of the foregoing, in all cases in any part of the world whether or not registered, and including all granted registrations and all applications for registration in respect of any of them.
 
All intellectual property rights in the Product(s) belong to Input Output Labs. The Licensee acquires no proprietary interest in the Product(s) as a result of this Agreement. No right, title, or interest in or to the Website or any content thereon is transferred to you, and Input Output Labs reserves all rights not expressly granted.Any use of the Company's intellectual property not expressly permitted by this Agreement constitutes a breach of this Agreement and may violate copyright, trademark, and other laws.

V - Customer Authorization, Methodology, and Responsibilities
 
For the requested Services, the Customer shall provide Input Output Labs with the necessary permissions and access. The Customer represents having full legal authority to provide access and permissions to Input Output Labs for the Services. The Customer assumes full responsibility for providing adequate access and permissions and for adequately revoking them when they are no longer necessary for the Services.
 
Security Assessments and Breaches
 
Assessments performed by Input Output Labs are point-in-time and employ best practices, as identified by multiple regulatory and legal requirements, as well as industry-recognized frameworks. These assessments are designed to provide advice for resolving regulatory compliance gaps, preventing and deterring information security events, and, should an information security event occur, helping to limit its negative effects.

 
Input Output Labs DOES NOT OFFER ANY WARRANTY THAT THE CUSTOMER CANNOT BE BREACHED OR IS NOT AT RISK AND THE CUSTOMER UNDERSTANDS AND ACCEPTS THAT INPUT OUTPUT LABS IS PROVIDING AN ASSESSMENT TO HELP THE CUSTOMER DECIDE HOW TO ADDRESS ANY IDENTIFIED RISK.
 
Customer Responsibilities
In addition to the responsibilities identified within the Scope of Work, the Customer agrees to:
 

  • Provide a safe working environment for Input Output Labs when/if on site.

  • Have backups of all critical data.

  • Ensure that the assets and systems to be reviewed are in working order.

  • Assist Input Output Labs when necessary for interviews, document collection, facility access, and providing other resources necessary to complete the services.

  • Provide IT assistance related to the Customer's systems when necessary to complete the Service(s) or use the Product(s).

  • Provide accurate data to Input Output Labs.

  • Ensure that scheduled events do not conflict with other Customer events or negatively impact the Customer.

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THE CUSTOMER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY AND FULLY RESPONSIBLE FOR ITS OWN SECURITY, COMPLIANCE, AND IMPLEMENTATION OF ANY RECOMMENDATION, ADVICE, OR MATERIAL PROVIDED BY INPUT OUTPUT LABS. 38INPUT OUTPUT LABS'S ROLE IS STRICTLY ADVISORY AND SUPPORTIVE. 39NO PART OF THIS AGREEMENT, NOR ANY ACTION OR OMISSION, INCLUDING ANY POTENTIAL NEGLIGENCE ON THE PART OF INPUT OUTPUT LABS, SHALL RESULT IN ANY TRANSFER OR SHARING OF LIABILITY OR RISK FOR INPUT OUTPUT LABS.

 
V.A - Customer Data and Input Warranty
 
The Customer represents and warrants that it owns or has obtained all necessary rights, licenses, and consents (including rights under all applicable privacy and intellectual property laws) to provide all data, prompts, confidential information, or assets ("Input") to Input Output Labs for use in connection with the Services and Products.
The Customer agrees to indemnify, defend, and hold Input Output Labs harmless from any claim arising from the Input's violation of any third party's rights, including but not limited to intellectual property and privacy rights.
 
V.B - AI and Content Reliability Disclaimer
 
AI-GENERATED OUTPUT MAY BE INACCURATE. The Customer acknowledges that the Products and Services, particularly those utilizing Artificial Intelligence or automation (including reports, code, or recommendations), may generate content ("Output") that is inaccurate, incomplete, biased, or unreliable.
 
The Customer must evaluate all Output for accuracy and appropriateness for its use case, including using human review as appropriate, before relying on or sharing the Output from the Services. The Output should not be relied upon as a sole source of truth or a substitute for professional advice.
 
VI - Customer Data Backup Responsibilities
 
While Input Output Labs takes proactive measures to protect against data loss or corruption, it cannot guarantee data availability or integrity. THE CUSTOMER UNDERSTANDS THAT IT IS THEIR SOLE RESPONSIBILITY TO MAINTAIN ADEQUATE DATA BACKUPS. INPUT OUTPUT LABS SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM DATA LOSS AND SHALL NOT BE RESPONSIBLE FOR ANY COST ASSOCIATED WITH DATA RECOVERY IN THE EVENT OF ANY DATA LOSS.

 
VII - Confidentiality
 
The Products and all other intellectual property of Input Output Labs contain trade secrets and proprietary information of the Licensor. 44The Licensee agrees to maintain the confidentiality of all such information and to use the Product(s) only as permitted under this Agreement.

 
VIII - INPUT OUTPUT WARRANTY, INDEMNIFICATION, AND WAIVER OF SUBROGATION
 
Warranty
Input Output warrants that:
 

  • Input Output Labs has the right to grant any license provided.

  • All products, services, and project materials mentioned herein will be provided in a professional and competent manner.

  • There is no agreement or restriction that could interfere with or prevent Input Output Labs from entering into this Agreement or performing the Services.
     

 
THE PRODUCTS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND (INCLUDING ACCURACY AND CORRECTNESS), EXPRESS OR IMPLIED, INCLUDING, AMONG OTHERS, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 
THE CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT INPUT OUTPUT LABS PROVIDES CONSULTING, TRAINING, AND RECOMMENDATIONS SOLELY AS AN ADVISOR.1THE CUSTOMER RETAINS ALL AUTHORITY, RESPONSIBILITY, AND OBLIGATION FOR ALL DECISIONS, IMPLEMENTATIONS, AND OUTCOMES RELATED TO COMPLIANCE, SECURITY, AND ANY RELATED BUSINESS OPERATION OR ACTIVITY. INPUT OUTPUT LABS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CUSTOMER'S SECURITY, COMPLIANCE WITH LAWS, OR THE PREVENTION OF SECURITY INCIDENTS OR DATA BREACHES. 53ALL INPUT OUTPUT LABS MATERIALS, SERVICES, PRODUCTS, AND RECOMMENDATIONS ARE PROVIDED STRICTLY AS GUIDANCE AND TOOLS TO ASSIST THE CUSTOMER, WHO IS SOLELY RESPONSIBLE FOR THEIR APPLICATION, IMPLEMENTATION, AND ALL RESULTS. DESCRIPTIONS OR SPECIFICATIONS OF DELIVERABLES SHALL CONSTITUTE PROJECT OBJECTIVES AND NOT EXPRESS WARRANTIES.
 
Indemnifications
 
The Customer understands and agrees that, while Input Output Labs makes all reasonable efforts to ensure the quality and accuracy of all provided Products, Services, and Project Materials, the use or integration of such services and Project Materials is at the Customer's sole discretion and risk, and the Customer hereby voluntarily agrees to indemnify, defend, and hold harmless Input Output Labs from any liability, loss, damage, or expense, including attorney's fees, that the Customer may incur or sustain arising from, occurring during the services provided by Input Output Labs, or being in any way related to the Products, Services, and Project Materials provided by Input Output Labs.

 
THE CUSTOMER EXPRESSLY AGREES THAT INPUT OUTPUT LABS SHALL HAVE NO LIABILITY, UNDER ANY CIRCUMSTANCES, INCLUDING, AMONG OTHERS, NEGLIGENCE, ERRORS, OMISSIONS, OR OTHERWISE, ARISING FROM OR RELATED TO ANY COMPLIANCE OR SECURITY ISSUE, DATA BREACHES, INFORMATION SECURITY INCIDENTS, OR ANY OTHER SITUATION WITH WHICH INPUT OUTPUT LABS IS DIRECTLY OR INDIRECTLY RELATED.
 
Waiver of Subrogation
 
EACH PARTY AGREES THAT WITH RESPECT TO ANY LOSS COVERED BY, OR REQUIRED TO BE COVERED BY, INSURANCE UNDER THE TERMS OF THIS AGREEMENT, EXCEPT THOSE LOSSES CAUSED BY INTENTIONAL ACTS OF THE OTHER PARTY, EACH PARTY HEREBY WAIVES AND RELEASES THE OTHER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FROM EACH AND EVERY CLAIM AND LIABILITY WITH RESPECT TO SUCH LOSSES, INCLUDING LOSSES ARISING FROM THE INABILITY TO CONDUCT BUSINESS. EACH PARTY FURTHER AGREES THAT ITS INSURANCE COMPANIES SHALL HAVE NO RIGHT OF SUBROGATION AGAINST THE OTHER DUE TO THIS RELEASE.

 
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT OF SUBROGATION AGAINST THE OTHER PARTY FOR EACH AND EVERY CLAIM, LOSS, OR DAMAGE THAT IS COVERED, OR IS REQUIRED TO BE COVERED, BY INSURANCE, INCLUDING, AMONG OTHERS, PROPERTY DAMAGE, CYBER LIABILITY, GENERAL LIABILITY, PROFESSIONAL LIABILITY, OR OTHER APPLICABLE INSURANCE POLICIES, REGARDLESS OF THE FAULT OR NEGLIGENCE OF EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS. EACH PARTY SHALL USE ALL REASONABLE EFFORTS TO OBTAIN FROM ITS OWN INSURANCE COMPANIES A WAIVER OF SUBROGATION GIVING EFFECT TO THIS PROVISION. FAILURE TO OBTAIN SUCH WAIVER SHALL NOT INVALIDATE THIS WAIVER; HOWEVER, THE PARTY FAILING TO OBTAIN IT SHALL BE RESPONSIBLE FOR ANY CLAIM, DAMAGE, LIABILITY, OR SUBROGATION ACTION THAT WOULD HAVE BEEN WAIVED HAD THE WAIVER BEEN IN EFFECT. 63THIS WAIVER SHALL APPLY EVEN IF THE LOSS IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE, ACTS, ERRORS, OR OMISSIONS OF THE OTHER PARTY, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
 
Exceptions
Input Output Labs shall have no obligation to indemnify under this Section to the extent a third-party claim arises from:
 

  • A combination of the Products, Services, and Project Materials with other software, processes, or materials.

  • Customer's use of the Products, Services, and Project Materials other than as provided herein.

  • Modification of the Products, Services, and Project Materials by the Customer or another third party.

  • Input Output Labs's compliance with the Customer's specifications or instructions regarding the Products, Services, or Project Materials.

  • Any claim related to open-source material.

 
IX - Limitation of Liability


IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF DATA USE, COST OF REPLACEMENT SERVICES, OR BUSINESS INTERRUPTION, 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.

 
INPUT OUTPUT LABS SHALL HAVE NO LIABILITY FOR CLAIMS, LOSSES, DAMAGES, OR COSTS RESULTING FROM OR RELATED TO THE CUSTOMER'S SECURITY OR COMPLIANCE STATUS, REGULATORY VIOLATIONS, DATA BREACHES, OR SIMILAR INCIDENTS, REGARDLESS OF WHETHER SUCH ISSUES ARISE FROM ANY ADVICE, SERVICE, PRODUCT, OR MATERIAL PROVIDED BY INPUT OUTPUT LABS OR FROM ANY ACT, ERROR, OMISSION, OR NEGLIGENCE OF INPUT OUTPUT LABS.
 
Customer Liability for Account Security and Data Breaches
 
THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF ITS ACCOUNT(S), INCLUDING, AMONG OTHERS, THE IMPLEMENTATION AND MAINTENANCE OF STRONG PASSWORDS, MULTI-FACTOR AUTHENTICATION (MFA), ACCESS CONTROLS, AND ANY OTHER REASONABLE SECURITY MEASURE RECOMMENDED BY INPUT OUTPUT LABS. THE CUSTOMER AGREES THAT INPUT OUTPUT LABS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, CLAIM, OR LIABILITY ARISING FROM OR RELATED TO ANY UNAUTHORIZED ACCESS, COMPROMISE OF THE CUSTOMER'S ACCOUNTS, DATA LOSS, OR DATA BREACH INCIDENT RESULTING, DIRECTLY OR INDIRECTLY, FROM THE CUSTOMER'S FAILURE TO ADEQUATELY SECURE ITS ACCOUNTS, FAILURE TO IMPLEMENT OR MAINTAIN MFA OR OTHER SECURITY RECOMMENDATIONS PROVIDED BY INPUT OUTPUT LABS, OR ANY MISUSE OF THE CUSTOMER'S ACCESS CREDENTIALS.
 
Third-Party Claims and Customer Indemnity
 
THE CUSTOMER EXPRESSLY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS INPUT OUTPUT LABS, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS, FROM AND AGAINST EACH AND EVERY CLAIM, DEMAND, SUIT, JUDGMENT, DAMAGE, LOSS, LIABILITY, EXPENSE, AND COST (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) ARISING FROM OR RELATED TO CLAIMS FROM CUSTOMERS, SUPPLIERS, OR ANY THIRD PARTY OF THE CUSTOMER RESULTING DIRECTLY OR INDIRECTLY FROM THE CUSTOMER'S FAILURE TO ADEQUATELY SECURE OR MANAGE ITS ACCOUNT(S), INCLUDING, AMONG OTHERS, CLAIMS RELATED TO UNAUTHORIZED ACCESS, DATA COMPROMISES, DATA DISCLOSURE OR LOSS, OR THE CUSTOMER'S NON-COMPLIANCE WITH INPUT OUTPUT LABS'S SECURITY RECOMMENDATIONS OR STANDARD INDUSTRY BEST PRACTICES.
 
The Customer understands and agrees that, while Input Output Labs makes all reasonable efforts to ensure the quality and accuracy of the services and products provided, the use or integration of such services and products is at the Customer's sole discretion and risk. 76The Customer hereby voluntarily agrees to indemnify, defend, and hold harmless Input Output Labs from all liability, loss, damage, or expense, including attorney's fees, which the Licensee may incur or sustain arising from, occurring during the use of the provided Products and services, or being in any way related to the services and Products provided by Input Output Labs.

 
EXCEPT IN THE CASE OF INFRINGEMENT OF INPUT OUTPUT LABS'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL THE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER TO INPUT OUTPUT LABS IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CLAIM IS MADE, AND IN NO EVENT SHALL IT EXCEED TEN THOUSAND DOLLARS ($10,000.00).

 
NO ACTION ARISING FROM ANY BREACH OR ALLEGED BREACH OF THIS AGREEMENT, TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ASSOCIATED SERVICE MAY BE BROUGHT BY EITHER PARTY MORE THAN THREE (3) MONTHS AFTER THE CAUSE OF ACTION BECAME KNOWN, OR REASONABLY SHOULD HAVE BECAME KNOWN, TO AT LEAST ONE OF THE PARTIES.

 
X - Our Rights
 
We have the right, without prior notice, to:
 

  • Take appropriate legal measures, including, without limitation, referral to or cooperation with law enforcement or regulatory authorities, or notifying the injured party about any illegal or unauthorized use of our Product(s).

  • 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 Labs and its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from each and every claim resulting from any action taken by Input Output Labs and any of the foregoing parties relating to any investigation conducted by Input Output Labs or by law enforcement.

 
XI - Remedy
 
If the Product(s) become the subject of an infringement claim for which Input Output Labs may be liable, at its option it may:
 

  • Obtain for the Licensee the right to continue using the Product(s).

  • Replace or modify the Product(s) so they do not infringe any law, provided the replacement or modification meets substantially similar specifications.

  • Return the infringing Product(s) and refund the Licensee the original purchase price of the Product(s) prorated over a linear five-year period.

 
XII - Waiver
 
No failure to exercise, nor any delay in exercising, by either party of any right or power set forth herein shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power set forth herein preclude subsequent exercise of that or any other right set forth herein.

XIII - Notice of Absence of Legal Advice
 
The Licensee (you) understands that while Input Output Labs may provide services related to legal matters, INPUT OUTPUT LABS DOES NOT PROVIDE LEGAL SERVICES OR LEGAL ADVICE. No report, summary, or communication provided by or from Input Output Labs shall be considered a legal opinion and may not and should not be relied upon as proof, evidence, or any guarantee or assurance regarding the Licensee's (your) legal or regulatory compliance. IT IS THE LICENSEE'S (YOUR) RESPONSIBILITY TO PROVIDE YOUR OWN LEGAL COUNSEL TO PROVIDE LEGAL ADVICE. INPUT OUTPUT LABS DOES NOT PROVIDE LEGAL ADVICE IN ANY CAPACITY.

XIV - Governing Law, Jurisdiction, and Dispute Resolution
 
1. Variable Governing Law. This Agreement shall be governed and construed in accordance with the substantive laws of the jurisdiction indicated in the table below, corresponding to the Customer's country of origin as identified in the Service Agreement or primary business address:

Customer Location: Canada

Governing Law: The laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein.

Excluding: Conflict of laws principles that would require the application of another jurisdiction’s law.

 

Customer Location: United States (USA)
Governing Law: The laws of the State of Delaware, USA.
Excluding: Conflict of laws principles that would require the application of another jurisdiction’s law.

 

Customer Location: Mexico
Governing Law: The federal laws of the United Mexican States (Mexico).
 
2. Dispute Resolution - Mandatory Binding Arbitration.
 
Except for claims related to the enforcement of either party's intellectual property rights or the collection of fees due (which may be brought in a court of competent jurisdiction), any dispute, controversy, or claim arising out of or related to this Agreement that cannot be resolved by mutual understanding shall be settled by mandatory, binding arbitration in accordance with the rules of the applicable institution and location as specified in the table below. The parties agree to be bound by the decision of the arbitrator(s).
 
Customer Location: Canada
Arbitration Rules: Rules of the British Columbia International Commercial Arbitration Centre (BCICAC).
Arbitration Seat (Venue): Squamish, BC, Canada.

Customer Location: United States (USA)

Arbitration Rules: Commercial Arbitration Rules of the American Arbitration Association (AAA).

Arbitration Seat (Venue): Seattle, Washington, USA.
 

Customer Location: Mexico

Arbitration Rules: Arbitration Rules of the Mexican Arbitration Association (AMA).

Arbitration Seat (Venue): Mexico City, Mexico.

 

3. General Provisions for Arbitration.

  • The costs and expenses of the arbitrator(s) shall be shared equally between the parties. 93Each party shall be responsible for its own legal fees and expenses in submitting the dispute to arbitration.

  • The arbitrator shall not have the power to award punitive or consequential damages. 95

  • The parties irrevocably submit to the exclusive jurisdiction of the courts corresponding to the Arbitration Seat for the purpose of compelling arbitration, confirming the arbitration award, or seeking injunctive relief.

 
XV - Assignment
 
This Agreement and all rights or obligations derived herein may not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. This Agreement is assignable 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 the Assignor, or any other substantially similar transaction in effect (collectively, a "Change of Control"). In the event of a Change of Control, this Agreement shall be deemed assigned to the Assignor's successor, regardless of whether such assignment is formalized in writing. Subject to the foregoing, any assignee under this Agreement shall be subject to all terms, conditions, and provisions hereof.
 
XVI - No Agency
 
Input Output Labs acts solely as an independent contractor in performing this Agreement. It shall not be construed under any circumstances as an agent nor act as an agent of the Customer. All parties shall be exempt from delays in performance or from non-performance under this Agreement to the extent such delays or non-performance result from causes beyond the reasonable control of such party; provided, however, that to be exempt from delay or non-performance, such party must act diligently to remedy the cause of such delay or non-performance. 
 
XVII - Mutual Representations
 
Both parties agree to the following mutual representations: 
 

  • Authority and Capacity: The parties have the authority and capacity to enter into this agreement.

  • Enforceability: This Agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.

  • No Conflicts: Neither party is subject to any restriction or obligation which the party might reasonably expect might affect the performance of its obligations under this Agreement.

  • No Breach: The execution, delivery, or performance of the parties' obligations under this Agreement will not breach or result in a breach under:

  • Its charter, regulations, or any unanimous shareholders' agreement.

  • Any law to which it is subject.

  • Any judgment, order, or decree of any governmental authority to which it is subject.

  • Any agreement of which it is a party or by which it is bound.

  • Permits, Consents, and Other Authorizations: Each party possesses all necessary permits and other authorizations to conduct its business as it currently does.

  • No Disputes or Proceedings: Unless otherwise indicated, there are no pending, threatened, or foreseeable legal proceedings against either party that may affect that party's ability to fulfill its obligations under this agreement.
     


XVIII - No Contra Proferentem
 
This Agreement has been negotiated and approved by the parties and, notwithstanding any rule or maxim of law or interpretation to the contrary, any ambiguity or uncertainty shall not be interpreted against any party by reason of the authorship of any of the provisions of this Agreement. 
 
XIX - Miscellaneous
 
Both parties understand and agree to the following: 
 

  • Counterparts: This Agreement may be executed in multiple original, electronic, or scanned counterparts, each of which shall be considered an original and all of which, when taken together, shall constitute one and the same instrument.

  • Electronic Copies and Signatures: Electronic copies of signatures shall have the same effect as originals.
     

  • Language/Headings: The section titles and headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

  • Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior written or oral communications and representations.

  • No Bankruptcy: Neither party has initiated or authorized any proceeding related to the bankruptcy, insolvency, liquidation, dissolution, or winding-up of that party.

 
XX - Severability
 
If any provision of this Agreement is deemed invalid, the other provisions shall remain unaffected to the greatest extent possible in accordance with the parties' intent. Each party commits to complying with all applicable laws, regulations, and ordinances related to its performance under this Agreement. The waiver by either party of any of the covenants, conditions, or agreements to be performed by the other party shall not be construed as a waiver of any subsequent breach of the same or of any other covenant, condition, or agreement contained herein.

XXI - Authority to Authorize
 
The signatory of this Agreement on behalf of the Customer declares and warrants that they have the authority to provide this authorization and enter into this Agreement.
 
XXII - Notice
 
We may send you any notice under this Agreement by: 
 

  • Sending direct mail to the address you provide for your use and consent to its use.

  • Sending an email message to the address you provide to us and consent to its use.

  • Posting on our website inputoutputlabs.com.
     

Notices sent by postal mail or email shall be effective upon sending. Notices sent via our website shall be effective from the indicated publication date. 
 
To send us a notice under this Agreement, you must contact us as follows: 
 

  • Overnight courier, or

  • Registered or certified direct mail to: Input Output Labs Attn: Agreement Management
     

Provided notices shall be effective upon receipt and when confirmation has been provided to evidence receipt of the notice.
 
XXIII - Acceptance of Terms
 
By completing your purchase and/or using Input Output Labs's products, programs, and solutions, you expressly acknowledge that you have read, fully understood, and agree to be legally bound by all these terms and conditions set forth in this agreement. 
 
If you do not accept these terms, you must not complete your purchase nor use the platform nor any associated Input Output Labs product, program, or solution. 

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