TERMS OF SERVICE AGREEMENT

Last Modified: October 17, 2026

Welcome to Innyard! Innyard provides an application-based membership community with in-person activities and an online platform (the “Platform”). The Platform, events, and other membership services made available by Innyard are collectively referred to as the “Services.”

This Terms of Service Agreement (this “Agreement”) is a binding contract between you (“Member,” “you,” or “your”) and Innyard, Inc., a Delaware corporation (“Innyard”). This Agreement governs your application for membership and your access to and use of the Services. References to “Member” include an applicant or other individual using the Services, as the context requires, and do not imply acceptance for membership.

By accepting this Agreement through the applicable acceptance process, you acknowledge that you have read and understand this Agreement, and you agree to be legally bound by its terms. You represent and warrant that you have the right, power, and authority to enter into this Agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW FOR SUCCESSIVE MONTHLY PERIODS AT $200 PER MONTH UNLESS YOU CANCEL BEFORE THE NEXT RENEWAL IN ACCORDANCE WITH SECTION 3.1.

1. DEFINITIONS.

Capitalized terms have the meaning set forth below or as defined within this Agreement.

1.1. “AI Tools” means generative artificial intelligence and machine learning services or applications integrated into the Services, including third-party large language models and AI-powered concierge features (each, an “Agent”).

1.2. “Confidential Information” means all nonpublic information shared by or about Innyard or another member in connection with the Services, whether orally, visually, electronically, or otherwise, including personal experiences, conversations, contact information, business information, materials, and information shared at Events or through the Platform. Information need not be marked confidential to be protected. The exclusions in Section 6.2 apply.

1.3. “Member Content” means any content or information submitted, uploaded, or transmitted by you to or through the Services, including application materials, profile information, messages, photographs, videos, and content provided through Third-Party Services. Member Content includes Inputs and Outputs as described in Section 2.10, but does not include Performance Data or Aggregate Data.

1.4. “Documentation” means specifications, user instructions, and other materials relating to the Platform that are provided or made available by Innyard, as may be modified from time to time.

1.5. “Fees” means the membership fees and any separately disclosed charges for the Services as set forth in the applicable Order or Event details.

1.6. “Innyard Technology” means the Platform, Performance Data, Aggregate Data, Documentation, and all applicable software, data, or technical information used by Innyard or provided to you in connection with the foregoing.

1.7. “Order” means the checkout or other purchase confirmation presented to you in connection with your membership or purchase of Services, which describes the applicable Fees and billing period.

1.8. “Performance Data” means general performance and usage data about the Platform, including technical logs and metrics concerning the use and performance of its features. Performance Data does not identify you or any other individual.

1.9. “Third-Party Service” means any third-party service or application connected to, integrated with, or made available in connection with the Services.

1.10. “Operating Cities” means the cities in which Innyard offers its in-person membership services, as identified on its website or otherwise communicated to you.

1.11. “Events” means gatherings and other in-person or online activities offered through the Services, whether organized by Innyard, a member, or a third party.

2. INNYARD SERVICES; ACCESS; RESTRICTIONS.

2.1. Membership; Access to the Platform. Subject to the terms and conditions of this Agreement and your acceptance for membership, Innyard hereby grants to you a revocable, non-sublicensable, non-transferable, non-exclusive right to access and use the Services and accompanying Documentation for your own participation in the Innyard community. Membership is personal to you and may not be shared, sold, assigned, or transferred to another person. Access to particular Services remains subject to their applicable availability and requirements.

2.2. Eligibility. You must be at least eighteen (18) years of age, legally capable of entering into binding contracts, and neither located in nor a resident of the United Kingdom or any European Union Member State to apply for membership or use the Services. You represent and warrant that you meet these requirements and will not access or use the Services while located in the United Kingdom or a European Union Member State.

2.3. Application and Acceptance. Membership is available by application only. Submitting an application does not guarantee acceptance. To the extent permitted by applicable law, Innyard reserves the right, in its sole discretion, to accept, deny, or waitlist any applicant for any reason or no reason. You must provide accurate, complete, and current application information. An account, application, or place on a waitlist does not grant membership. Membership begins only after Innyard accepts your application and you complete the applicable activation and payment requirements.

2.4. Access. You will access the Platform through unique and confidential account credentials. These credentials cannot be shared or used by more than one individual. You are responsible for maintaining the confidentiality of your credentials and for activities you authorize under your account. You will promptly notify Innyard of any actual or suspected unauthorized use of or access to your account and keep your account and contact information accurate and current.

2.5. Support. Subject to the terms and conditions of this Agreement, Innyard will exercise commercially reasonable efforts to: (a) provide support for your use of the Platform; and (b) keep the Platform operational and available, in each case in accordance with its standard policies and procedures. You may contact support at hi@innyard.com.

2.6. Restrictions. You will not, and will not permit any other party to: (a) allow any third party to access the Innyard Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Innyard Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Innyard Technology, except as permitted by law; (d) use any automated software, devices or other processes to “scrape,” extract, or download data from the Innyard Technology (other than Member Content) without the prior written consent of Innyard; (e) interfere in any manner with the operation of the Innyard Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Innyard Technology without the prior written consent of Innyard; (f) attempt to access the Innyard Technology through any unapproved interface; (g) attempt to circumvent any usage restrictions of the Innyard Technology; (h) modify, copy or make derivative works based on any part of the Innyard Technology; (i) access or use the Innyard Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Innyard or its licensors on the Innyard Technology or any copies thereof; (k) infringe on any third-party intellectual property rights or breach any non-disclosure obligations by uploading Member Content; (l) harass, threaten, impersonate, defraud, or otherwise endanger another member or any other person in connection with the Services; or (m) otherwise use the Innyard Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, the Order, reasonable Event or community rules communicated to you, or this Agreement.

2.7. Suspension. Innyard reserves the right to suspend your access to the Services for any failure, or reasonably suspected failure, to comply with this Agreement. Innyard may also suspend your access to all or any part of the Services, without prior notice where reasonably necessary, if Innyard believes, in its good faith and reasonable discretion, that your conduct poses a risk to the safety of any person, the confidentiality of the community, or the security or integrity of Innyard’s systems, interferes with its ability to reliably provide the Services, or may subject Innyard to liability. Suspension does not limit any refund or other rights required by applicable law.

2.8. Member Content. You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Member Content you provide. Member Content will not: (a) be unlawful; (b) contain another person’s sensitive personal information without lawful authority or contain payment-card details, account passwords, or government identification numbers except through an expressly designated secure collection process; (c) knowingly contain viruses, worms, or other malicious computer code intended to damage the Platform; or (d) violate the intellectual property, privacy, confidentiality, or other rights of any third party or any applicable law.

2.9. Third-Party Services. The Services may use or provide access to Third-Party Services, including payment processing, messaging, AI Tools, and mapping services. Where you choose to connect a third-party account or direct Innyard to interact with a Third-Party Service on your behalf, you authorize the access and sharing reasonably necessary to carry out that request, subject to the Privacy Policy and any required additional consent. You are responsible for ensuring that you are entitled to grant that access. Your use of Third-Party Services is governed by any terms applicable to you from their providers. Third-Party Services are not under Innyard’s control, and Innyard does not guarantee their continued interoperability or availability. Nothing in this Section relieves Innyard of its obligations under this Agreement or applicable law.

2.10. Use of AI Tools. The Services include AI Tools and Agents. You may submit queries or other inputs to AI Tools (“Inputs”) and receive outputs generated in response (“Outputs”). Innyard may also use information you provide through the Services to support AI-enabled personalization, profile assistance, recommendations, and concierge functions, as described in the Privacy Policy and applicable disclosures. Inputs and Outputs are Member Content. Relevant information may be shared with third-party AI providers to perform these functions. By giving an Agent an explicit request, you authorize it to carry out the requested action within the permissions available through the Services; a separate confirmation may not be required for each action. Introductions and disclosure of another member’s contact information remain subject to the applicable participant-consent requirements. You are responsible for the instructions you provide and for reviewing material information and action results. Given the probabilistic nature of machine learning, Outputs may be inaccurate or incomplete, and may not be unique. YOU SHOULD EVALUATE THE ACCURACY AND FITNESS OF OUTPUTS FOR YOUR USE, INCLUDING ANY RECOMMENDATION OR INFORMATION ABOUT AN EVENT OR ANOTHER MEMBER. INNYARD DOES NOT REPRESENT OR WARRANT THAT OUTPUTS WILL BE FREE FROM THIRD-PARTY CONTENT OR WILL NOT INFRINGE THIRD-PARTY RIGHTS. AI TOOLS ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE OR EMERGENCY SERVICES. Nothing in this Section excludes liability or rights that cannot lawfully be excluded.

2.11. Events; Participation. Participation in Events is voluntary. Events may be included in membership or offered for an additional charge. Applicable details, charges, registration requirements, and any Event-specific cancellation or refund terms will be provided with each Event. You agree to comply with those terms, reasonable instructions from the organizer or venue, and applicable law. Innyard may restrict participation or remove a participant whose conduct violates this Agreement or threatens safety. Events may change, be rescheduled, or be cancelled. If Innyard cancels an Event for which you paid Innyard a separate fee and you do not accept an offered replacement, Innyard will refund that Event fee. Member- or third-party-organized Events are identified by their organizer; listing an Event does not make Innyard its organizer or guarantee its quality or safety.

2.12. ASSUMPTION OF RISK. YOU ACKNOWLEDGE THAT PARTICIPATION IN EVENTS AND INTERACTIONS WITH OTHER PEOPLE INVOLVE RISKS, INCLUDING PERSONAL INJURY, ILLNESS, PROPERTY LOSS OR DAMAGE, AND, IN SOME CIRCUMSTANCES, DEATH. THESE RISKS MAY ARISE FROM THE ACTIVITIES, VENUES, CONDITIONS, OR CONDUCT OF OTHER PARTICIPANTS. YOU VOLUNTARILY ASSUME THE INHERENT RISKS OF YOUR PARTICIPATION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND ARE RESPONSIBLE FOR ASSESSING WHETHER AN ACTIVITY IS SUITABLE FOR YOU. THIS SECTION DOES NOT RELEASE INNYARD FROM LIABILITY FOR ITS OWN NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED.

3. FEES AND PAYMENT.

3.1. Membership Fees. Innyard offers one membership tier at $200 per month with monthly billing or $1,800 per year with annual billing. The Fees and initial billing period (the “Initial Term”) will be set forth in the applicable Order and will be billed and payable in advance at the start of that period. All Fees are stated and payable in U.S. dollars. Innyard reserves the right to increase the Fees for a future Renewal Term upon written notice at least thirty (30) days before that Renewal Term begins. Revised Fees will take effect at the start of that Renewal Term, subject to any additional notice or consent required by applicable law. Fees are non-refundable except as expressly stated in this Agreement or required by applicable law. You will maintain complete, accurate, and up-to-date billing and contact information.

(a) Automatic Renewal. Your membership will continue and automatically renew for successive monthly or annual periods, matching your selected billing frequency (each, a “Renewal Term”), unless you cancel before the next renewal. By completing the applicable enrollment and payment authorization, you authorize Innyard to charge your designated payment method at the start of the Initial Term and each Renewal Term at the applicable Fees, including any price change notified in accordance with this Agreement. The applicable recurring charge, billing frequency, and cancellation terms will be disclosed before you complete your purchase. Innyard will provide any renewal notices required by applicable law.

(b) Cancelling Membership. You may cancel automatic renewal at any time by emailing hi@innyard.com or using any online cancellation option made available in your account. A cancellation received before your next renewal prevents that renewal and takes effect at the end of the then-current paid membership period. No additional advance-notice period is required.

(c) Effect of Cancellation. If you cancel, you may continue to use your membership until the end of the then-current paid period, unless it is otherwise suspended or terminated under this Agreement. Your membership will not renew after that period expires. You will not be eligible for a prorated refund solely because you cancel or do not use the Services, except as expressly stated in this Agreement or required by applicable law.

(d) Relocation. If you permanently move your primary residence outside all Operating Cities, you may cancel your membership and receive a prorated refund of prepaid membership Fees for unused days in the then-current paid period. Email hi@innyard.com with your relocation and cancellation request. The cancellation and refund period begin on the later of your move date or the date Innyard receives your request, and membership access ends on that date. Innyard may request reasonable proof of the move. The refund equals the membership Fees actually paid for the period multiplied by the number of unused calendar days remaining in that period, divided by the total number of calendar days in that period, together with any corresponding refundable taxes. This provision does not apply to separately purchased Events, which are governed by their applicable terms.

3.2. Payments. You agree to pay all charges at the amounts disclosed and agreed when those charges are incurred. Innyard uses Stripe, Inc. and its affiliates (“Stripe”) for payment processing. You will provide the payment details and other information required to complete your purchase directly to Stripe. You authorize Innyard and Stripe to exchange information and payment instructions to the extent necessary to process your authorized transactions, as described in the applicable privacy notices. Stripe’s Privacy Policy is available at https://stripe.com/privacy. Payment transactions may be subject to validation checks by Stripe and your payment provider, and Innyard is not responsible for a payment provider’s refusal to authorize a transaction. Any separate fees imposed by your payment provider are your responsibility.

3.3. Payment Information. By providing payment information and the applicable authorization, you authorize Innyard and its payment processors to charge your designated payment method for the Fees you have agreed to pay, including recurring Fees under Section 3.1. This authorization is subject to your cancellation rights and any additional notice or consent required by applicable law.

3.4. Taxes. Unless expressly stated otherwise at purchase, Fees are exclusive of applicable sales, use, excise, and similar taxes, which you agree to pay as disclosed at checkout. You are not responsible for taxes based on Innyard’s income or employment taxes owed by Innyard.

3.5. Late Payment. If a payment is overdue, Innyard may suspend your access to membership Services until the outstanding payment is received. Innyard does not charge interest on late payments. Suspension for nonpayment does not prevent you from cancelling automatic renewal.

4. PROPRIETARY RIGHTS.

4.1. Innyard Technology. Member acknowledges that Innyard retains all right, title and interest in and to the Innyard Technology, including any enhancements, improvements, or derivatives thereto, and that the Innyard Technology is protected by intellectual property rights owned by or licensed to Innyard. Other than as expressly set forth in this Agreement, no license or other rights in the Innyard Technology are granted to the Member.

4.2. Member Content. You retain all right, title, and interest in and to your Member Content. You hereby grant Innyard a non-exclusive, worldwide, royalty-free and fully paid-up license during the Term to host, store, reproduce, process, transmit, and display Member Content as reasonably necessary to provide, support, and improve the Services, including their AI-enabled features, in accordance with this Agreement, your applicable sharing choices, and the Privacy Policy. Innyard may permit its service providers to exercise these rights on its behalf for those purposes. Innyard may also create aggregated and de-identified data (“Aggregate Data”) to improve and analyze the Services, provided that such data does not identify you or disclose your Confidential Information. This license does not authorize promotional publication of private conversations or other Confidential Information. Recording and photography permissions are separately addressed in Section 11.5.

4.3. Performance Data. Innyard may monitor Member’s use of the Platform and may collect and compile Performance Data. As between Innyard and Member, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by Innyard. Innyard may use Performance Data to operate, improve, analyze, and support the Platform and for other lawful business purposes, provided that the Performance Data will not identify Member or Member’s Confidential Information.

4.4. Feedback. You may give feedback to Innyard on the use, operation, and functionality of the Services, including suggested modifications or desired features (collectively, “Feedback”). Innyard may use and incorporate such Feedback in connection with its business, products, and services without restriction or consideration to you. Innyard will not identify you as the source without your permission. Innyard acknowledges that Feedback is provided on an “as is” basis and that you are not responsible for Innyard’s use of it. Feedback does not include another member’s Confidential Information.

5. PRIVACY.

Information about Innyard’s collection, use, and disclosure of personal information is provided in its Privacy Policy at https://innyard.com/terms?tab=privacy. The Privacy Policy applies to the Services, including the Platform, membership applications, and Events.

6. CONFIDENTIAL INFORMATION.

6.1. Member Confidentiality Obligation. Innyard is a trusted community. You agree to treat Confidential Information shared by Innyard or other members as confidential and to use it only for the purpose for which it was shared within the community. Without the disclosing person’s prior permission, you will not disclose, reproduce, distribute, publish, sell, or otherwise make that information available to anyone else, including through screenshots, recordings, transcripts, social media, or external AI tools. You will protect Confidential Information from unauthorized use, access, and disclosure in a reasonable manner. Participation in an Event or a group conversation does not, by itself, make information shared there public.

6.2. Exclusions. The restrictions on use and disclosure above do not apply to information that: (a) is or becomes generally known and available to the public through no breach of a confidentiality obligation; (b) was lawfully known to you without confidentiality restrictions before disclosure within Innyard; (c) is received without confidentiality restrictions from a third party with the right to disclose it; or (d) is independently developed without use of Confidential Information. You may disclose Confidential Information to the extent required by law or by a court or similar judicial or administrative body, provided that, where legally permitted and appropriate, you give the disclosing person advance notice and reasonably cooperate in seeking confidential treatment. Nothing in this Agreement prohibits reporting suspected unlawful conduct, harassment, or safety concerns to Innyard or an appropriate authority, seeking confidential legal advice, making legally protected disclosures, or exercising rights that cannot lawfully be waived.

6.3. Innyard’s Obligations. Innyard will use and disclose Confidential Information received through the Services only as reasonably necessary to provide, administer, protect, and improve the Services in accordance with this Agreement and the Privacy Policy, as authorized by the disclosing person, or as permitted under Section 6.2. Innyard will limit access by its personnel and service providers to those with a need to know for those purposes and subject to appropriate confidentiality obligations. The exclusions in Section 6.2 apply equally to Innyard.

6.4. Continuing Obligations. These confidentiality obligations continue after membership ends for so long as the information remains confidential. Each member whose Confidential Information you receive is an intended third-party beneficiary of your obligations under this Section and may enforce those obligations. Innyard may also enforce this Section, including through suspension or termination and any relief available under applicable law.

7. TERM AND TERMINATION.

7.1. Term. The term of this Agreement (the “Term”) begins when you accept it and continues while you maintain an application, account, or membership, unless terminated earlier in accordance with this Agreement. Your paid membership continues for the Initial Term and each Renewal Term unless cancelled or terminated as provided herein.

7.2. Termination. Either party may terminate this Agreement upon written notice if the other materially breaches it and does not cure the breach, if curable, within thirty (30) days after written notice. Innyard may terminate your membership or access immediately upon notice for an incurable material breach or where reasonably necessary to protect people, the community’s confidentiality, or the security of the Services. Innyard also reserves the right to terminate this Agreement or your access to the Services without cause upon notice to you. If Innyard terminates a paid membership without cause, or you terminate for Innyard’s uncured material breach, Innyard will refund the prepaid membership Fees attributable to the unused portion of the then-current paid period. Otherwise, refunds are available only as expressly stated in this Agreement or required by applicable law.

7.3. Effect of Termination. Upon expiration or termination, the rights and licenses granted to you hereunder will immediately terminate and you will cease use of the Services and Documentation. Termination does not relieve you of Fees properly accrued before termination. Each party will, upon request, return or destroy the other’s Confidential Information, except for information required to be retained by law, for the establishment or defense of legal claims, or in routine backups, which remains subject to applicable confidentiality and privacy obligations. Innyard’s retention of personal information is described in the Privacy Policy. Sections 1, 2.6, 2.10 (as to prior use), 2.12, 3 (as to accrued payment and refund obligations), 4 (except the service-use license in Section 4.2, which continues only as necessary for permitted retention), 5, 6, 7.3, 8.2, 9, 10, 11, and 12 survive expiration or termination.

8. LIMITED WARRANTIES.

8.1. Member Content. You represent and warrant that you have all rights necessary to provide and use Member Content with the Services and to grant Innyard the licenses in this Agreement, without violating any third-party intellectual property, privacy, confidentiality, or other rights, applicable law, or any applicable agreement with a Third-Party Service.

8.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) THE SERVICES AND INNYARD TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE”; AND (B) INNYARD AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. INNYARD DOES NOT WARRANT THAT THE PLATFORM WILL BE FREE FROM BUGS, UNINTERRUPTED, OR ERROR-FREE, OR THAT ANY PARTICULAR CONNECTION, RELATIONSHIP, OR OTHER RESULT WILL FOLLOW FROM MEMBERSHIP.

(a) YOU ACKNOWLEDGE THAT OTHER MEMBERS AND THIRD-PARTY ORGANIZERS ARE RESPONSIBLE FOR THEIR OWN CONDUCT. ACCEPTANCE FOR MEMBERSHIP, A PROFILE, AN INTRODUCTION, OR AN EVENT LISTING IS NOT A GUARANTEE OF A PERSON’S IDENTITY, SUITABILITY, OR CONDUCT. INNYARD DOES NOT CONTROL THIRD-PARTY SERVICES. NOTHING IN THIS SECTION EXCLUDES INNYARD’S RESPONSIBILITY FOR ITS OWN CONDUCT WHERE LIABILITY CANNOT LAWFULLY BE EXCLUDED.

(b) YOU ACKNOWLEDGE THAT THE PLATFORM USES AI TOOLS, INCLUDING THIRD-PARTY AI TOOLS, AND THAT OUTPUTS MAY BE INACCURATE, INCOMPLETE, OR UNSUITABLE FOR YOUR PURPOSE. YOU ARE RESPONSIBLE FOR ENSURING THAT YOUR INSTRUCTIONS AND USE OF OUTPUTS COMPLY WITH APPLICABLE LAW AND FOR EVALUATING THEIR FITNESS FOR YOUR USE. THE LIMITATIONS IN THIS AGREEMENT APPLY ONLY TO THE EXTENT PERMITTED BY LAW.

(c) FROM TIME TO TIME, INNYARD MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH YOU MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT INNYARD’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

9. INDEMNIFICATION.

9.1. Innyard Indemnity. If any action is instituted by a third party against Member based upon a claim that the Innyard Technology, as delivered and when used in accordance with this Agreement, infringes any third party’s intellectual property rights, Innyard will defend such action at its own expense on behalf of Member and will pay all damages attributable to such claim that are finally awarded against Member or paid in settlement. The foregoing indemnification obligation does not apply to alleged infringement or misappropriation arising from Member Content. If the Innyard Technology is enjoined or, in Innyard's determination is likely to be enjoined, Innyard will, at its option and expense: (a) procure for Member the right to continue using the Innyard Technology; (b) replace or modify the Innyard Technology so that it is no longer infringing but continues to provide comparable functionality; or (c) if (a) or (b) is not available on commercially reasonable terms, terminate this Agreement and your access to the Innyard Technology and refund any amounts previously paid for the Innyard Technology attributable to the remainder of the then-current membership period. Innyard will have no obligation under this Section 9.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Innyard Technology not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Innyard Technology in combination with other products, equipment, software or data not supplied by Innyard; or (iii) any modification of the Innyard Technology by any person other than Innyard or its authorized agents. This Section 9.1 sets forth the entire obligation of Innyard and the exclusive remedy of Member against Innyard for any claim that the Innyard Technology infringes a third party’s intellectual property rights.

9.2. Member Indemnity. To the extent permitted by applicable law, you shall indemnify and hold Innyard, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an “Innyard Party” and collectively, the “Innyard Parties”) harmless from losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising from third-party claims to the extent caused by: (i) Member Content you provide in violation of another person’s rights; (ii) your material breach of this Agreement; (iii) your unlawful conduct; or (iv) your negligent or willful misconduct in connection with the Services or an Event. This provision does not require you to indemnify any Innyard Party for its own negligence, gross negligence, willful misconduct, fraud, or unlawful conduct. Innyard will promptly notify you of a claim for which it seeks indemnification and reasonably cooperate in its defense. Innyard reserves the right, at its own cost, to assume the defense and control of a matter otherwise subject to indemnification, in which event you will reasonably cooperate. No settlement may impose an admission of fault or nonmonetary obligation on you without your consent, which will not be unreasonably withheld.

10. LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL INNYARD BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT WILL INNYARD’S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE FEES ACTUALLY RECEIVED BY INNYARD FROM YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS DO NOT APPLY TO DEATH OR PERSONAL INJURY CAUSED BY INNYARD’S NEGLIGENCE, INNYARD’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, REFUNDS EXPRESSLY OWED UNDER THIS AGREEMENT, OR LIABILITIES OR CONSUMER RIGHTS THAT CANNOT LAWFULLY BE LIMITED. THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.

11. GENERAL PROVISIONS.

11.1. Governing Law. This Agreement will be governed by the laws of the State of Texas, exclusive of conflict or choice of law rules, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 12. Nothing in this Agreement deprives you of mandatory consumer protections that apply under applicable law.

11.2. Assignment; Subcontractors. You may not assign or transfer this Agreement, your membership, or any rights or obligations arising hereunder. Innyard may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party’s permitted successors and assigns. Innyard may subcontract certain aspects of the Services to qualified third parties, provided that such subcontracting does not relieve Innyard of its obligations hereunder.

11.3. Notices. Notices under this Agreement must be in writing: (a) if to Innyard, to hi@innyard.com or Innyard, Inc., 1401 Lavaca Street, STE 82683, Austin, TX 78701, United States; and (b) if to you, to the email address associated with your account. Notices will be deemed given upon receipt or refusal of delivery if delivered in person or by recognized courier, or upon delivery if sent by email. Cancellation and relocation requests may be sent by email as described in Section 3.1 and need not cite a particular section of this Agreement.

11.4. Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. This Section does not eliminate any express refund right under this Agreement or any right required by applicable law.

11.5. Recording and Photography. Innyard and persons acting on its behalf may photograph, film, or otherwise record Events. By participating, you grant Innyard a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable and sublicensable right and license to capture and use your image, likeness, voice, and appearance in those recordings, and to reproduce, edit, adapt, publish, display, distribute, and otherwise use the recordings in any media now known or later developed for Innyard’s business, editorial, advertising, and promotional purposes, without further approval, payment, or limitation on the number or duration of uses. You waive any right to inspect or approve such uses, to the extent permitted by law. There is no contractual opt-out from this permission. This permission does not authorize publication of private conversations or other Confidential Information without the disclosing person’s permission, or override rights that cannot lawfully be waived. Members may not record or publish another person’s confidential communications without permission. Membership alone does not grant Innyard permission to use your employer’s trademarks or logos.

11.6. Export. Member agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Innyard, or any products using such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Innyard Technology is provided (“Export Laws”) to assure that neither any deliverable, if any, nor any direct product thereof is (1) exported, directly or indirectly, in violation of the Export Laws or (2) intended to be used for any purposes prohibited by the Export Laws. Member further represents that (i) Member is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) Member is not listed on any U.S. Government list of prohibited or restricted parties.

11.7. Miscellaneous. This Agreement, together with the applicable Order and any expressly applicable Event terms, is the entire understanding and agreement of the parties concerning the Services and supersedes previous understandings concerning that subject. An Order controls the Fees and billing period expressly selected at purchase; Event terms control the details and separate charges for that Event. Neither overrides this Agreement’s confidentiality, privacy, or nonwaivable consumer protections. Innyard’s SMS/Text Messaging Terms also apply when you use its text messaging services; acceptance of this Agreement alone is not consent to marketing texts. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party was the drafter. Innyard may modify this Agreement upon thirty (30) days’ prior notice. For an existing paid membership, changes take effect at the start of a subsequent Renewal Term after that notice period, subject to any further consent required by law; you may cancel renewal before they take effect. Changes will not retroactively alter the resolution of a dispute already known to either party. If any provision is held invalid or unenforceable, its valid portion and the remaining provisions remain in full force and effect. A waiver or failure to enforce a provision on one occasion is not a waiver on another occasion; all waivers must be in writing. Section headings are for convenience and are not to be used in interpretation. “Including” means “including but not limited to.” No agency, partnership, franchise, joint venture, employment relationship, or ownership interest in Innyard is created by membership or this Agreement. Except as expressly stated in Section 6.4 and for the Innyard Parties under Section 9.2, there are no third-party beneficiaries.

12. DISPUTE RESOLUTION AGREEMENT.

All disputes arising out of or in connection with this Agreement, including any question regarding its formation, existence, validity or termination, will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) (the “Arbitration Rules”) by one or more arbitrators appointed in accordance with the said Arbitration Rules. The seat, or legal place, of the arbitration will be Austin, Texas, United States of America. The language of the arbitration will be English. Except as otherwise specifically limited in this Agreement, the arbitral tribunal will have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief. Each party retains the right to apply to any court of competent jurisdiction for interim and/or conservatory measures, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed incompatible with, or a waiver of, this agreement to arbitrate. The existence and content of the arbitral proceedings and any rulings or awards will be kept confidential by the parties and members of the arbitral tribunal except: (a) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority; (b) with the consent of all parties; (c) where needed for the preparation or presentation of a claim or defense in this arbitration; (d) where such information is already in the public domain other than as a result of a breach of this clause; or (e) by order of the arbitral tribunal upon application of a party. The arbitration award will be final and binding on the parties, and the parties undertake to carry out any award without delay. Nothing in this Section waives a right to judicial review or a substantive remedy that cannot lawfully be waived. Innyard will pay any arbitration fees or costs it is required to bear under applicable law, and the allocation of costs will not restrict nonwaivable consumer rights. Any dispute that applicable law does not permit to be subject to a pre-dispute arbitration agreement is excluded from this Section to that extent. Judgment on the award may be entered in any court of competent jurisdiction.