Inness Product License Agreement

1. Recital

This agreement describes the terms and conditions relating to the use of Productsand intellectual properties created and promoted by Inness Sàrl the brand name of InNeSS.

2.Definitions.

"Product" includes, without limitation, any Inness training and educational materials, whether delivered and accessible electronically via www.inness.pro or in printed form. Such materials include, but are not limited to, training manuals, slide presentations, spreadsheets, factsheets, conferences, designs, templates, graphical and other copyrighted ublications and their associated trademarks which are registered under Swiss law.


"Inness Partner" (hereafter Partner) means the owners of Inness Sàrl.

"Trainee" means a person trained, Coached or with whom you'll be using our Product.

"Certified Trainer" means a trainer who received the Inness certification from Inness Partners and who signed this Agreement.

3. License and Restrictions.

Inness grants to You a limited, non-exclusive, non-transferable license to use the Products in whole or in part. By licensing the Product, you agree to use the Product for your personal or business use and pay the fees as per section "fees & invoicing". You agree not to re-sell, give away, share, distribute, modify, alter, adapt, assign, loan, file, store, sub-license, create derivative works or otherwise make the Product available to others. Any breach of the Products usage without the express written consent of Inness is prohibited and void and shall automatically terminate the license granted under this Agreement. You shall not represent that you own or have any proprietary interest in the Products nor that you are an agent or employee of Inness.  The license does not grant you the right to perform Train the Trainer Training. The latter must be agreed in written with Inness.

4. Ownership.

The Products is proprietary to Inness, which retains exclusive right, title and interest in and to the copyrights and other intellectual property rights in the Products. Inness's rights are protected by Swiss copyright, trade secret and intellectual property laws. You have no ownership rights in the Products. Except as otherwise expressly stated and mutually agreed, the nature of all transactions between you and Inness is that of a Product use license, notwithstanding the use of "purchase," "sale," "buy" and similar terms on the Inness website, e-mails, marketing and other materials. Any other use of the Product by any person or entity is strictly prohibited and a violation of this
Agreement.

5. Disclaimer of Warranties and Limitation of Liability.

THE PRODUCT IS PROVIDED BY Inness ON AN "AS IS" AND "AS AVAILABLE" BASIS. Inness MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF ITS WEB SITE OR THE CONTENT OF THE PRODUCT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND THE PRODUCT AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, Inness DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Inness DOES NOT WARRANT THAT ITS SITE, ITS SERVERS, E­MAIL SENT FROM Inness, PRODUCT DOWNLOADS, OR PRODUCT DELIVERED ON PHYSICAL MEDIA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Inness WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR THE INABILITY TO USE ITS SITE OR PRODUCT, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES.

6. Confidentiality


You acknowledge the confidential and proprietary nature of theConfidential Information received, created, accessed to and/or disclosed to itand/or its Representatives during the performance of the Agreement and agreesto treat this information as strictly confidential. This Confidential Informationmay only be used to the extent necessary for the performance of the Licenseusage. You undertake to and shall ensure that your Representatives will notdisclose to third parties in any manner Confidential Information without Inness'sprior written consent and will comply with the terms of this section 6. Without limiting the generality of the foregoing, Youand your Representatives shall be further obliged:

  • to protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;
  • not to, directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any part of the Confidential Information, except as specifically authorized by Inness;
  • to advise every person, who has access to any of the Confidential Information, that he/she/it is not allowed to use, publish or otherwise disclose to others, or permit others to use for their benefit or for the benefit of third parties, any of the Confidential Information;
  • to disclose Confidential Information on a strictly "need to know" basis only to authorized Representatives to the extent that such Representatives, prior to any disclosure of any Confidential Information, have undertaken to fully abide to the terms and conditions of this section 7.
  • to comply with any other reasonable protective measures imposed or requested by Inness.

7.     Intellectual Property


All intellectual and industrial property rights, including the right to use, reproduce and extract on any medium, all or part of the data, files and elements appearing in these pages, as well as the right to present and reproduce in part or in full on any medium, the right to modify, adapt or translate, are reserved exclusively to Inness Sàrl Seigneur de Bast including with regard to downloadable documents, graphic, iconographic, photographic, digital or audiovisual representations, and this, subject to the pre-existing rights of third parties who have authorised InNeSS™ to digitally reproduce and/or integrate their work, whatever its nature, into this website. The reproduction, in part or in full, of the aforementioned elements and, in general, the reproduction of all or part of this site on any electronic medium whatsoever, is prohibited, without the prior written consent of InNeSS™.


8.     Termination.

Inness may terminate this Agreement, without further action, upon yourmaterial breach of any limitation, condition or restriction set forth herein. Upon such termination, all rights hereunder shall cease, except that
  • all obligations that accrued prior to the termination date and any remedies for breach of this Agreement shall survive any such termination,
  • you shall cease using the Product and promptly return it to Inness, and
  • the provisions of Sections 5, 6, 7 hereof shall survive.

9.     fees & Invoicing

This licence is subject to an annual subscription fee to get the Premium Access at www.inness.pro. See current
annual rate at https://www.inness.pro/p/acces-membre-premium/
You agree with the General Terms for the Premium Access available at https://www.inness.pro/conditions-generales/

For each Trainee, you agree to order and pay the related Product package fees as available at  https://www.inness.pro/packages/ ("The Package Price")

If case, you are authorized a Train the Trainer training (cf. 3), you may invoice your client for each trainee trained by those trainers at the Package Price multiplied by up to 3. You still agree to pay Inness the package price per trainer. For the sake of clarity, if the Package Price is 150CHF, your client may be invoiced up to 450CHF per trainee, of which you will pay Inness 150CHF per trainee.

For each training organized on your own you can invoice a price between 800 CHF and 1600 CHF per Trainee for a Swiss Based service. The price may differ reasonably if the service is performed in a different country.

For each training organized by Inness, in which you agree to contribute, you agree to invoice Inness a rate of 225 CHF per hour excluding travel expense and travel time out of your region.

In case you need an Inness Partner, you agree to pay Inness 375 CHF per hour excluding travel expense and time out of partner's region.


10. Certified Trainer Package


You agree to order the package for each trainer at https://www.inness.pro/packages/

Inness commits to deliver the package within 30 days.


11. General Provisions.

  • You acknowledge and agree that in the event of any dispute between you and Inness the only damages that can be awarded are limited to the amount you have advanced or paid to Inness for the license of the Product.
  • This Agreement will be interpreted under the laws of Switzerland. Venue for any litigation arising hereunder   shall be the courts in and for Geneva. You agree that, in the event of any breach or threatened breach of Sections 5, 6, 7 hereof, Inness will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, Inness shall be entitled to injunctive relief and other equitable remedies to prevent or restrain such breach or threatened breach without the necessity of posting any bond. By mutual agreement, you and Inness may submit any dispute to arbitration or mediation.
  • You shall indemnify and defend Inness and hold it harmless from and against all liability, losses, claims, demands, actions, suits, damages, judgments, costs and expenses, including reasonable attorney's fees and expenses, that Inness incurs related to your breach of this Agreement.
  • Any notices, correspondence or other communications under this Agreement shall be given or sent to info@inness.pro
  • This Agreement constitutes the entire agreement between you and Inness, and all prior agreements, understandings, representations, and statements have been merged herein. This Agreement has the same force and effect as a signed agreement. If any provision of this Agreement is determined to be illegal or unenforceable, such provision will be limited or eliminated to the minimum extent necessary so that this Agreement will remain fully enforceable and effective. This Agreement may not be modified, and no agreement hereafter made between the parties shall be binding on either party, unless done in writing and signed by the authorized representatives of the parties.