1. Introduction

This website is operated by Inovelia, a dynamic Florida company committed to pioneering advancements in global connectivity. Throughout this site, when we refer to “we,” “us,” or “our,” we’re talking about Inovelia. We offer this website, providing users like you with access to a wealth of information, tools, and services, all contingent upon your acceptance of the terms, conditions, policies, and notices outlined herein.

By engaging with our site, whether by browsing or making purchases, you’re participating in our “Service” and agreeing to abide by the Terms of Service delineated below. These Terms govern all users of the site, including browsers, vendors, customers, merchants, and content contributors. It’s crucial that you carefully review these Terms before accessing or using any part of our website. Should you disagree with any aspect of these Terms, please refrain from accessing the website or utilizing any of our services.

By submitting an order through our Platform or otherwise (“Order”), you (whether on behalf of yourself or an entity you represent) are entering into these Terms of Sale and Service (“Terms”) with us and agree to be bound by these Terms and the other terms and conditions governing the use of our Services, Platform, or the Products offered or sold thereon, such as our Privacy Policy and Data Processing Addendum (collectively, “Policies”). If you are under the age of 16, you may not use our Platform or Services without the permission of a parent or guardian.

As we continuously strive to enhance our offerings, any new features or tools added to our store will also be subject to these Terms of Service. You can always find the most up-to-date version of these Terms on this page. We reserve the right to update, modify, or replace any part of these Terms by posting updates or changes to our website. We encourage you to check this page regularly for updates, as your continued use of the website following any changes constitutes acceptance of those modifications.

2. Purchase of Products.

(a) By initiating an Order, you acknowledge and agree that you are extending an offer to purchase our Products, subject to the terms and conditions outlined in the Order, these Terms, and our Policies. Please note that an Order becomes effective only upon our execution and acceptance. We retain the sole discretion to accept or reject any Order. Should your Order encompass the purchase of Products, we will fulfill such Orders at the prices indicated in the Order or, if not specified, at the prices advertised on our Platform at the time of acceptance. These prices, collectively referred to as the “Product Purchase Price,” along with any Subscription Fees or other payable amounts under these Terms, constitute the “Fees.” All listed prices exclude applicable sales, use, and excise taxes, as well as any other governmental levies, which you are responsible for. However, taxes related to our income, revenues, or assets are excluded from your responsibility.

(b) Unless stated otherwise on the Order, we reserve the right to select the method and carrier for shipping the Products. We may, at our discretion and without liability, make partial shipments, for which you are obligated to pay regardless of the completeness of the shipment. Additionally, unless specified otherwise, you are responsible for all shipping and insurance costs.

(c) The Products will be dispatched to the address designated on the Order (“Delivery Point”) within a reasonable timeframe following our acceptance of the Order. We will utilize standard packing and shipping methods, but please note that custom Products may incur additional processing and delivery times. Any delivery estimates provided are approximate. We hold no liability for losses or damages arising from delays or failures in delivery.

(d) Title and risk of loss transfer to you upon delivery of the Products at the Delivery Point. If you fail to accept delivery or provide necessary instructions, the risk of loss passes to you, and the Products are considered delivered. We may, at our discretion, store undelivered Products at your expense.

(e) Upon receipt, you must inspect the Products within ten (10) days (“Inspection Period”). Failure to notify us of any nonconformity during this period constitutes acceptance of the Products. Nonconforming Products must be reported in writing during the Inspection Period. Upon notification, you must return the Nonconforming Products to us as instructed. We will replace the Nonconforming Products or issue a credit or refund, as deemed appropriate.

(f) We warrant that Products are free from significant defects for one year from shipment (“Warranty Period”). This warranty does not cover misuse, alterations, or use with unauthorized products.

(g) Except for the warranty in Section 2(f), we provide no other warranties regarding the Products, Services, or Platform, whether implied or expressed.

(h) Our liability under the warranty in Section 2(f) is contingent upon timely notification, examination, and verification of Nonconforming Products.

(i) Subject to the limitations outlined in Sections 2(f) and (h), we may choose to repair, replace, or refund Nonconforming Products during the Warranty Period.

(j) The remedies outlined in Section 2(i) constitute your sole recourse and our entire liability for breaches of the limited warranty in Section 2(f).

(k) Variations to these Terms made in any Order are null and void, except for basic Order terms. These Terms prevail over any conflicting terms in other documents and exclude any general terms you may include. In case of conflict, these Terms supersede any conflicting terms in an Order or other documents, unless expressly stated otherwise.

3. Our Services

(a) To unlock the full potential of our platform, users must complete a simple registration process to create a personalized account (“Account”). Our services empower users to craft, manage, and share dynamic social media profiles or pages (“Pages”) featuring tailored content (“Content”). These Pages can be effortlessly shared and accessed by fellow users and external parties alike. We offer a range of Subscription Levels, each granting access to distinct services or features. Depending on the specific Products, Services, or Subscription Level tied to an Account, users have the flexibility to oversee their Page and Account independently or delegate management to designated administrators (“Administrators”).

(b) Throughout the Subscription Term (as defined below), we extend to you (or your affiliated organization) a specified number of licensed seats under your Account for our Services (as indicated in an accepted Order). These licensed seats entitle users to a non-exclusive, non-transferable license, enabling them to utilize and access the Platform and associated Services throughout the Subscription Term, all in accordance with these Terms and our Policies. As the primary account holder, you are responsible for ensuring that both yourself and your designated users adhere to these Terms and our Policies. Account ownership cannot be transferred or assigned to another individual or entity without our prior written consent.

(c) We reserve the right to establish and enforce policies and practices governing the use of our Platform or Services, including measures to manage Content or data, deactivate dormant Accounts or Pages, and implement any other policies deemed necessary at our discretion. Our Services, Products, or Platform may undergo updates or modifications at any time, including but not limited to (i) the suspension or discontinuation of specific features, (ii) the introduction of new functionalities or feature restrictions, and (iii) the enactment of usage policies affecting the accessibility of our Services, Products, or Platform. Access to our Services or Platform may be declined, or subscriptions terminated, at our discretion.

(d) Safeguarding the confidentiality of your password and Account details is paramount. You are solely responsible for maintaining the security of your password and Account information, and you bear full responsibility for any actions conducted under your Account. Promptly inform us of any unauthorized Account access or security breaches. We disclaim liability for any losses arising from unauthorized Account access due to theft or misuse. You agree to indemnify us against any losses resulting from your failure to comply with these Terms, our Policies, or applicable laws.

4. Subscription; Payment Terms

(a) Experience the full spectrum of our Services with our diverse array of subscription levels, ranging from the Free basic tier to the Pro Plus  (“Subscription Levels”). The Subscription Levels and associated Subscription Fees are outlined on our Platform and the applicable Order, with the flexibility for occasional adjustments at our discretion, albeit not affecting ongoing subscription periods.

(b) Upon selecting a Subscription Level, you commit to honoring the associated Subscription Fees, which may be determined upon placing an Order or activating your Account. Ordering Services through our Platform constitutes acceptance of any payment terms provided, which are integral to our agreement and incorporated herein.

(c) Payments of Fees may be collected directly or through third-party payment processors (e.g., Stripe), billing your chosen payment account at checkout or linked to your Account. Transactions with third-party payment processors are subject to their terms, alongside these Terms and our Policies. By furnishing valid payment details, you affirm your authority to utilize the designated payment method, authorizing us (or our designated payment processors) to debit the specified payment method for the Fees. Failure to verify or validate your payment method may result in suspension or cancellation of your Account, Order, or subscription. Any errors or oversights in the payment process will be rectified promptly.

(d) Subscription Fees and payment terms may involve recurring charges. Opting for a recurring payment plan acknowledges the recurrent nature of Subscription Fees, holding you accountable for all periodic charges until cancellation.

(e) However, we may initiate periodic charges (e.g., monthly or annually) based on your Subscription Level and terms, without necessitating additional authorization, until you communicate your intent to terminate your subscription or modify your payment method. Your notification will not affect charges incurred before we could reasonably act to update or terminate your subscription. Adjustments to your authorization or payment method can be managed through your Account settings.

(f) Your subscription automatically renews for successive periods at the same Subscription Level, as per the preceding term. For example, a monthly Pro account subscription will renew monthly at the prevailing non-promotional rate for Pro Subscription Level. Subscription changes or terminations can be executed through your Account settings or by contacting us via email at [email protected]. Failure to cancel before the current Subscription Term’s conclusion results in automatic renewal. Refunds are not provided, except as expressly stipulated in these Terms.

(g) It’s imperative to maintain accurate Account information. You are responsible for ensuring that your billing details are up-to-date and accurate, promptly updating any changes (e.g., billing address, credit card information) and reporting any security breaches to us or our payment processor. Failure to provide accurate information may result in continued charges unless your subscription is terminated.

(h) We may extend free trials of paid Subscription Levels for a limited duration, subject to specific terms outlined at the time of offer (e.g., in an Order) and acceptance in line with these Terms and our Policies. Free trials are exclusive to users who haven’t previously held a paid Subscription Level and are limited to one Account per user. Misuse may result in standard fees or Service denial. Acceptance of a free trial subscription entails consenting to associated Subscription Fees upon trial expiration, subject to automatic renewal unless cancelled prior to trial conclusion.

5. Posts and Content; Use of the Services; Infringement Policy

(a) Embrace the dynamic capabilities of our Services, empowering users to share, create, and interact with various forms of content (“Content”) across our Platform. Whether it’s information, media, comments, or contact details, you acknowledge that any content uploaded, posted, or shared (“Posted”) through the Services or Platform, including public-facing Pages, becomes part of the public domain. By Posting Content, you assert that you have the right to do so, granting us a broad license to utilize such Content for the operation and promotion of the Platform and Services.

(b) Representing yourself and your users, you affirm that Posted Content does not infringe upon the Intellectual Property Rights, privacy, or other legal rights of third parties. While we’re not obligated to screen all Posted Content, we reserve the right to review and take necessary action to address violations of these Terms, our Policies, or applicable law. Prohibited Content, Posts, or uses of the Platform include but are not limited to: unlawful, harmful, or objectionable material; unauthorized data collection; creation of derivative works; interference with system operations; or actions potentially harmful to us or our offerings.

(c) Recognize that our Services and Platform may include links to Third-Party Services, provided on an “AS IS” basis without our endorsement or support. These Terms don’t govern your use of Third-Party Services, which are subject to their terms and conditions.

(d) Acknowledge that the Platform and Services may feature Content protected by various Intellectual Property Rights, constituting our exclusive property. Any use of our trademarks or service marks must be authorized by us. We respect the intellectual property of others and expect the same from you. We will investigate alleged infringements and take appropriate actions as necessary.

(e) As a real estate professional utilizing our services, you agree to abide by the MLS Clear Cooperation Policy, including the following provisions: 

Section 1.01 – Clear Cooperation

Within one (1) business day of marketing a property to the public, the listing broker must submit the listing to the MLS for cooperation with other MLS participants. Public marketing includes, but is not limited to, flyers displayed in windows, yard signs, digital marketing on public facing websites, brokerage website displays (including IDX and VOW), digital communications marketing (email blasts), multi-brokerage listing sharing networks, and applications available to the general public. (Adopted 11/19)

Note: Exclusive listing information for required property types must be filed and distributed to other MLS Participants for cooperation under the Clear Cooperation Policy. This applies to listings filed under Section 1 and listings exempt from distribution under Section 1.3 of the NAR model MLS rules if it is being publicly marketed, and any other situation where the listing broker is publicly marketing an exclusive listing that is required to be filed with the service and is not currently available to other MLS Participants.

Section 1.3 Exempt Listings

If the seller refuses to permit the listing to be disseminated by the service, the participant may then take the listing (office exclusive) and such listing shall be filed with the service but not disseminated to the participants. Filing of the listing should be accompanied by certification signed by the seller that he does not desire the listing to be disseminated by the service.

Note 1: Section 1.3 is not required if the service does not require all (indicate type[s] of listing[s] accepted by the service) listings to be submitted by a participant to the service.

Note 2: MLS Participants must distribute exempt listings within (1) one business day once the listing is publicly marketed. See Section 1.01, Clear Cooperation.

Please refer to the National Association of Realtors (NAR) for more detailed information.

(e) If you believe your intellectual property rights have been violated, or your Content has been wrongly removed, please contact us with pertinent details. We’ll endeavor to resolve such matters promptly and may reinstate the removed Content if no legal action is pursued.

For takedown requests or disputes, reach out to us via email at [email protected] (Subject line: Takedown Request) or by mail at: Inovelia Co., Attn: Legal, 3823 Tamiami Trail East, #180, Naples, FL 34112.

(f) We value your insights and suggestions regarding our offerings. By providing feedback, you grant us the right to utilize and incorporate it into our products or services without any obligation to you. Your feedback contributes to our continuous improvement and innovation efforts.

6. Limitation on Liability

(a) We absolve ourselves from liability for various scenarios, including Content posted on our Platform or through the Services, interactions between Users, Losses incurred through Platform or Services usage, negative comments from other Users, Third-Party Services accessed via the Platform or Services, and the unauthorized upload or provision of third-party Personal Information. Your interactions with other Users are solely your responsibility, and while we retain the right, we are not obliged to mediate disputes between you and other Users.

(b) Without restricting the foregoing, we disclaim liability for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits, or revenues, or diminution in value resulting from or relating to any breach of these Terms. This disclaimer applies irrespective of foreseeability, whether we were informed of the potential damages, the legal or equitable theory (contract, tort, or otherwise) underlying the claim, and the failure of any agreed or other remedy’s essential purpose.

(c) Our aggregate liability under these Terms, whether arising from breach of contract, tort (including negligence), or otherwise, shall not exceed the total amount paid to us by you during the preceding 12 months.

(d) California residents waive California Civil Code Section 1542, and residents of other jurisdictions waive any comparable statute or doctrine, acknowledging that a general release may not extend to claims unknown or unsuspected at the time of executing the release, which, if known, could materially affect the settlement.

7. Indemnification

You agree to indemnify, defend, and hold us, along with our officers, directors, employees, agents, affiliates, successors, and permitted assigns, harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interests, awards, penalties, fines, costs, or expenses of any kind, including reasonable attorneys’ fees, fees and costs for enforcing any right to indemnification under these Terms or our Policies, and the cost of pursuing any insurance providers (collectively referred to as “Losses”). This indemnification extends to any third-party claim arising from or related to your use or misuse of the Products or Services purchased from us, as well as your negligence, willful misconduct, or breach of these Terms or our Policies.

8. Governing Law

These Terms and our Policies are governed by the laws of the State of Florida, without regard to its principles regarding conflicts of law.

9. Binding Arbitration; Waiver of Litigation and Class Action Arbitration

(a) By agreeing to these Terms, you explicitly waive your right to a trial by jury and your right to participate in a class action lawsuit. We provide a streamlined process for resolving disputes between us and you. Most concerns can be resolved promptly and satisfactorily by contacting our support team at [email protected]. In the event that we are unable to resolve your concern, both parties agree to abide by the procedures outlined in this Section for resolving such disputes. This arbitration agreement constitutes a transaction in interstate commerce, thereby subjecting it to the provisions of the Federal Arbitration Act, which governs its interpretation and enforcement. This Section shall be construed broadly and shall remain in effect even after the termination of our agreement. This agreement extends to our (both parties’) respective agents, employees, subsidiaries, predecessors, successors, beneficiaries, and assigns.

(b) Any disputes, claims, or controversies arising from or related to these Terms, our Policies, the Platform, any Product or Service, their marketing, or the relationship between you and us (“Disputes”) shall be exclusively resolved through binding arbitration. The only exceptions to this Section are claims: (i) concerning the infringement, protection, or validity of our or our licensors’ trade secrets or intellectual property rights; (ii) if you reside in Australia, to enforce statutory consumer rights under Australian consumer law; and (iii) brought in small claims court (to be filed in Naples, Florida).

(c) Before initiating arbitration, you and we shall attempt to resolve any Dispute informally for at least 30 days. Informal negotiations commence upon receipt of written notice from one party to the other (“Notice of Dispute”). The Notice of Dispute must include: (a) the full name and contact information of the complaining party; (b) a description of the nature and basis of the claim or dispute; and (c) the specific relief sought. We will send our Notice of Dispute to your billing or email address associated with your Account. You will send your Notice of Dispute to: Inovelia, LLC., 3823 Tamiami Trail East, #180, Naples, FL 34112. ATTENTION: Legal Department.

(d) If informal resolution is unsuccessful, either party may choose to have the Dispute finally and exclusively resolved through binding arbitration. The decision to arbitrate made by one party is binding on the other. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, if applicable, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“AAA Consumer Rules”), both available at www.adr.org. Arbitration fees and arbitrator compensation shall be governed by the AAA Rules and, if applicable, limited by the AAA Consumer Rules. Arbitration may be conducted in person, by document submission, phone, or online. The arbitrator must provide a written decision and, upon request, a statement of reasons. The arbitrator must adhere to applicable law, and any award may be challenged if the arbitrator fails to do so. The parties may seek court intervention to compel arbitration, stay proceedings pending arbitration, or enforce, modify, vacate, or enter judgment on the arbitrator’s award. Arbitration will be held in Birmingham, Alabama.

(e) BOTH PARTIES AGREE THAT ANY CLAIMS SHALL BE BROUGHT ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate your claims with those of any other individual or preside over any form of representative or class proceeding. Declaratory or injunctive relief may be awarded only to the extent necessary to provide relief warranted by an individual party’s claim. If this subsection is found to be unenforceable, the entire arbitration agreement shall be null and void.

10. General

(a) The invalidity of any provision within these Terms shall not render other provisions or Policies unenforceable. In the event of any conflict between provisions, Inovelia, LLC reserves the sole right to determine which provision shall prevail. Headings are included for convenience purposes only. Inovelia, LLC retains all rights afforded under applicable law. Failure to enforce any provision of these Terms, other Policies, or applicable law by Inovelia, LLC shall not constitute a waiver of enforcement rights under similar or different circumstances in the future.

(b) The Products, Platform, and Services may be subject to US export control laws, including the Export Control Reform Act and related regulations. By agreeing to these Terms, you agree to abide by these export control laws and acknowledge your sole responsibility for compliance. Your download and use of the Platform or Services are undertaken at your own risk.

(c) By purchasing or utilizing our Products, Platform, or Services, or corresponding with us via email, you consent to electronic communication. These Terms and our other Policies constitute valid written agreements between Inovelia, LLC and you, satisfying all legal requirements. Printed copies of these Terms, other Policies, and referenced documents shall be admissible in any legal proceeding.

(d) Notices and communications from Inovelia, LLC to you will be provided within the Platform or through the Services, or via email or regular mail to the addresses associated with your Account, as necessary. You may notify Inovelia, LLC in writing, with delivery deemed complete upon receipt, addressed to: Inovelia, LLC, Attn: Legal, 3823 Tamiami Trail East, #180, Naples, FL 34112.

(e) The terms “include” or “including,” and similar terms used herein, shall not be considered limiting but rather shall be followed by the phrase “without limitation” in each instance. The term “or” shall be interpreted as “and/or.”