LICENSING AGREEMENT & TERMS OF SERVICE

Updated: 06/03/2025

 

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

When you complete the purchase of any product, service, publication, or similar offering from Input Output 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 direct notice or with update(s) on our site, and your continued use of the purchased offerings following any amendments signifies your acceptance of such changes.

 

I - 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.

 

II - 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 purchased Input Output product or solution, , associated platforms, software, and portals, and the iO-GRCF™ (Input Output Governance, Risk, and Compliance Framework) ("Products") where applicable.

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).

 

III - 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).

 

IV - Intellectual Property:

Intellectual property refers to copyrights, trade and service marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, database rights, all rights of privacy and all intangible rights and privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered, and including all granted registrations and all applications for registration in respect of any of the same.

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.

 

V - Authorization, Methodology, & Client Responsibilities:

For the Service(s) requested, Client will provide Input Output with the permissions and access required. Client attests that they have FULL LEGAL AUTHORITY to provide access and permissions to Input Output for Services. Client takes full responsibility for providing appropriate access and permissions and for adequately revoking them when they are no longer required for the Service(s).

 

Security & Gap Assessments

Assessments performed by Input Output are of a particular date and employ best practices as identified by multiple regulatory and statutory requirements and industry recognized frameworks. These assessments are designed to provide advice to resolve regulatory compliance gaps, prevent and deter information security events, and should an information security event occur, help limit its negative effects.

INPUT OUTPUT PROVIDES NO GUARANTEE THAT THE CLIENT CANNOT BE BREACHED OR IS NOT AT RISK AND CLIENT UNDERSTANDS AND AGREES THAT INPUT OUTPUT IS PROVIDING AN ASSESSMENT TO AID THE CLIENT IN DECIDING HOW THEY WAS TO ADDRESS ANY IDENTIFIED RISKS.

 

Client Responsibilities

In addition to the responsibilities identified within the Scope of Work, Client agrees to:

1. Provide a safe working environment for Input Output when/if on-site,
2. Have backups of all critical data,
3. Ensure that assets and systems to be reviewed are in working order,
4. Assist Input Output where required for interviews, document collection, facility access, and provide other required resources to complete the Service(s),
5. Provide IT assistance relating to Client's systems where required to complete the Service(s) or utilize the Product(s),
6. Provide accurate data to Input Output, and
7. Ensure scheduled events do not conflict with other Client events or otherwise adversely affect the Client.

CLIENT ACKNOWLEDGES AND AGREES THAT CLIENT BEARS THE SOLE AND COMPLETE RESPONSIBILITY FOR ITS OWN SECURITY, COMPLIANCE, AND THE IMPLEMENTATION OF ANY RECOMMENDATIONS, ADVICE, OR MATERIALS PROVIDED BY INPUT OUTPUT. INPUT OUTPUT’S ROLE IS STRICTLY ADVISORY AND SUPPORTIVE. NO PART OF THIS AGREEMENT, NOR ANY ACTION OR INACTION BY INPUT OUTPUT, INCLUDING ANY POTENTIAL NEGLIGENCE ON INPUT OUTPUT’S PART, SHALL RESULT IN ANY TRANSFER OR SHARING OF LIABILITY OR RISK TO INPUT OUTPUT.

 

Client Data Backup Responsibilities

While Input Output takes proactive steps to safeguard against data loss or corruption, Input Output cannot guarantee the availability or integrity of data.

CLIENT UNDERSTANDS THAT IT IS CLIENT'S SOLE RESPONSIBILITY TO MAINTAIN PROPER DATA BACKUPS.

INPUT OUTPUT WILL NOT BE LIABLE FOR DAMAGES RESULTING FROM THE LOSS OF DATA AND WILL NOT BE LIABLE FOR ANY COST ASSOCIATED WITH DATA RECOVERY IN THE EVENT OF ANY DATA LOSS.

 

VI - 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.

 

VII - INPUT OUTPUT WARRANTY, INDEMNIFICATION, & WAIVER OF SUBROGATION:

 

Warranty

Input Output warrants that:

1. Input Output has the right to grant any provided licenses.
2. All Products, Services, and Project Materials hereunder will be provided in a professional and workmanlike manner,
3. There exist no agreement or restriction which would interfere with or prevent Input Output from entering into this Agreement or from rendering the Services.

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.

CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT INPUT OUTPUT PROVIDES CONSULTATION, TRAINING, AND RECOMMENDATIONS AS AN ADVISOR ONLY. CLIENT RETAINS FULL AND COMPLETE AUTHORITY, RESPONSIBILITY, AND LIABILITY FOR ALL DECISIONS, IMPLEMENTATIONS, AND OUTCOMES RELATED TO COMPLIANCE, SECURITY, AND ANY BUSINESS OPERATIONS OR RELATED ACTIVITIES.

INPUT OUTPUT MAKES NO GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING CLIENT’S SECURITY POSTURE, COMPLIANCE WITH LAWS, OR PREVENTION OF SECURITY INCIDENTS OR DATA BREACHES. ALL INPUT OUTPUT MATERIALS, SERVICES, PRODUCTS, AND RECOMMENDATIONS ARE PROVIDED STRICTLY AS GUIDANCE AND TOOLS TO ASSIST CLIENT, WHO REMAINS ENTIRELY RESPONSIBLE FOR THEIR APPLICATION, IMPLEMENTATION, AND ALL RESULTING OUTCOMES.

DESCRIPTIONS OR SPECIFICATIONS OF DELIVERABLES SHALL CONSTITUTE PROJECT OBJECTIVES AND NOT EXPRESS WARRANTIES.

 

Indemnifications

Client understands and agrees that although Input Output makes every reasonable effort to assure the quality and accuracy of all provided Products, Services, and Project Materials, the use or integration of said services and Project Materials is at the sole discretion and risk acceptance of the Client and the Client hereby voluntarily agrees to indemnify, defend and hold harmless Input Output from any and all liability, loss, damage or expense, including attorneys’ fees that Client may incur or sustain which arise from, occur during Input Output provided services, or are in any way connected with the Products, Services, and Project Materials provided by Input Output.

CLIENT EXPRESSLY AGREES THAT INPUT OUTPUT SHALL HAVE NO LIABILITY WHATSOEVER, UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, ERRORS, OMISSIONS, OR OTHERWISE, ARISING FROM OR RELATING TO ANY COMPLIANCE OR SECURITY ISSUES, DATA BREACHES, INFORMATION SECURITY INCIDENTS, OR ANY OTHER SITUATION FOR WHICH INPUT OUTPUT IS DIRECTLY OR INDIRECTLY RELATED.

 

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 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.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERE BY WAVES ANY RIGHTS OF SUBROGATION AGAINST THE OTHER PARTY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES THAT ARE COVERED, OR ARE REQUIRED TO BE COVERED, BY INSURANCE, INCLUDING, BUT NOT LIMITED TO PROPERTY DAMAGE, CYBER LIABILITY, GENERAL LIABILITY, PROFESSIONAL LIABILITY, OR OTHER APPLICABLE INSURANCE POLICIES, REGARDLESS OF VAULT OR NEGLIGENCE BY EITHER PARTY OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS. EACH PARTY SHALL USE REASONABLE EFFORTS TO OBTAIN FROM ITS OWN INSURANCE CARRIERS A WAIVER OF SUBROGATION ENDORSEMENT THAT EFFECTUATES THIS PROVISION. FAILURE TO OBTAIN SUCH ENDORSEMENT SHALL NOT INVALIDATE THIS WAIVER; HOWEVER, THE PARTY FAILING TO OBTAIN THE ENDORSEMENT SHALL BE RESPONSIBLE FOR ANY CLAIMS, DAMAGES, LIABILITIES, OR SUBROGATION ACTIONS THAT WOULD HAVE BEEN WAIVED HAD THE ENDORSEMENT BEEN IN PLACE. THIS WAIVER SHALL APPLY, EVEN IF THE LOSS IS CAUSED IN WHOLE OR APART BY THE NEGLIGENCE, ACTS, ERRORS, OR EMISSIONS OF THE OTHER PARTY, EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

 

Exceptions

Input Output shall have no obligation to indemnify under this Section to the extent that a third-party claim arises out of:

1. A combination of the Products, Services, and Project Materials with other software, processes, or materials; 
2. Client's use of the Products, Services, and Project Materials other than as provided herein; 
3. Client's or other third party's modification of the Products, Services, and Project Materials; 
4. Input Output’s compliance with Client's specifications or instructions in relation to the Products, Services, or Project Materials; or 
5. Any claim related to Open-Source Material.

 

VIII - 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.

INPUT OUTPUT SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS, LOSSES, DAMAGES, OR COSTS RESULTING FROM OR RELATING TO CLIENT’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 OR FROM ANY ACT, ERROR, OMISSION, OR NEGLIGENCE BY INPUT OUTPUT.

  

Client’s Responsibility for Account Security and Data Breaches

CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT BEARS SOLE RESPONSIBILITY FOR MAINTAINING THE SECURITY OF ITS ACCOUNT(S), INCLUDING BUT NOT LIMITED TO IMPLEMENTING AND MAINTAINING STRONG PASSWORDS, MULTI-FACTOR AUTHENTICATION (MFA), ACCESS CONTROLS, AND ANY OTHER REASONABLE SECURITY MEASURES RECOMMENDED BY INPUT OUTPUT. CLIENT AGREES THAT INPUT OUTPUT SHALL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, CLAIMS, OR LIABILITIES ARISING OUT OF OR RELATED TO ANY UNAUTHORIZED ACCESS, BREACH OF CLIENT'S ACCOUNT(S), DATA LOSS, OR DATA BREACH INCIDENT RESULTING, DIRECTLY OR INDIRECTLY, FROM CLIENT’S FAILURE TO ADEQUATELY SECURE ITS ACCOUNTS, FAILURE TO IMPLEMENT OR MAINTAIN MFA OR OTHER SECURITY RECOMMENDATIONS PROVIDED BY INPUT OUTPUT, OR ANY MISUSE OF CLIENT’S ACCESS CREDENTIALS.

 

Third-Party Claims & Client Indemnification

CLIENT EXPRESSLY AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS INPUT OUTPUT, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUCCESSORS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LOSSES, LIABILITIES, EXPENSES, AND COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO CLAIMS FROM CLIENT’S CUSTOMERS, VENDORS, OR ANY THIRD PARTIES RESULTING DIRECTLY OR INDIRECTLY FROM CLIENT’S FAILURE TO SECURE OR ADEQUATELY MANAGE ITS ACCOUNT(S), INCLUDING BUT NOT LIMITED TO CLAIMS RELATED TO UNAUTHORIZED ACCESS, DATA BREACHES, DISCLOSURE OR LOSS OF DATA, OR CLIENT’S NON-COMPLIANCE WITH INPUT OUTPUT’S SECURITY RECOMMENDATIONS OR INDUSTRY STANDARD BEST PRACTICES.

Client 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 Client.

Client 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.

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

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

 

IX - 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.

 

X - 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.

 

XI - 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.

 

XII - 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.

 

XIII - 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.

 

XIV - 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.

 

XV - 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.

 

XVI - No Agency:

Input Output is acting solely as an independent contractor in rendering performance under this Agreement. In no way is Input Output to be construed as the agent or acting as the agent of Client in any respect. Any other provisions of this Agreement for any Statements of Work issued hereunder notwithstanding.

 

XVII - Force Majeure:

All parties shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.

 

XVIII - 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:
   • Its articles, bylaws, or any unanimous shareholders agreement,
   • Any law to which it is subject,
   • Any judgement, order, or decree of any governmental authority to which it is subject, or
   • 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.

 

XIX - 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.

 

XX - 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.
6. No Bankruptcy: Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

 

XXI - 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.

 

XXII - Authority to Authorize:

The signatory of this Agreement on behalf of Client represents and warrants that they have the authority to provide this authorization and to enter into this Agreement.

 

XXIII - 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.

 

XXIV - Acceptance of Terms:

By completing your purchase and/or using Input Output’s products, programs, and solutions, you expressly acknowledge that you have read, fully understand, and agree to be legally bound by all these terms and conditions set forth in this agreement.

If you do not agree to these terms, you must not complete your purchase or utilize the platform or any associated, Input Output products, programs, or solutions.