Terms of Service
Updated April 18, 2022
Please read carefully
Thank you for visiting the Innate Guidance Systems, LLC (“we”, “us”, “our”, or “IGS”), provider of INNATE®, an online assessment platform (the "Service"). These Terms of Service (“Terms”) is a legal agreement between you and IGS that governs your use of IGS website (www.innate.com) our mobile browser version of INNATE (app.innate.com), and other related IGS services (collectively, the “Website”) and your purchase and use of products and services made available through the Website (the Website and Services are collectively referred to as the “Platform”) . By accessing the Platform on any computer, mobile phone, tablet, console, or other device, you signify that you have read, understand and agree to be bound by these Terms, whether or not you are a registered Platform user. Your continued use of the Platform will be considered your acceptance to the updated Terms. If you do not agree to these Terms, please do not use the Platform.
In addition, you agree to our use of your personal information and any content in accordance with our Privacy Notice.
All references to “you” and “your” in these Terms are references to you and other users of the Service that you have authorized.
Unless you opt out of arbitration within 30 days of the date you first agree to these terms by following the opt-out procedure specified in the “Arbitration Agreement and Class Action Waiver” section below, you agree that most disputes between you and IGS will be resolved by binding, individual arbitration, and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Safeguard your Username and Password
You are responsible for any actions that take place under your IGS account. Keep your username and password secure and do not allow anyone else to use them to access your account on the Platform. IGS is not responsible for any loss that results from the unauthorized use of your username and password, with or without your knowledge.
Use of Service
You agree to use the Platform in the manner intended, and in compliance with all instructions, rules, policies, and guidelines we provide. You also agree not to misuse or abuse the Platform in any way.
To use the Platform, you will need to provide certain information. You agree to provide accurate, current and complete information, and to keep that information up to date. You may provide us with information about your family members or other advisors when you request that we grant access to your information by those family members or other advisors. You represent and agree that any information you provide about such family members or other advisors is provided with their consent, is accurate, current, and complete, and you understand that you are responsible for keeping that information up to date.
Individuals under the age of 16 are not allowed to use the Platform.
You may have received access to the Platform from an advisor, such as a parent, school counselor or advisor, an educational counselor or consultant, or another person or entity with whom you are affiliated (we refer to these as “Advisors”). Even if you have received access to the Platform from an Advisor, your use of the Platform remains subject to these Terms.
To use the Platform, you must provide us with certain information including your name, email address, career interests, education level and payment information. Additional information may be provided at your option, including gender and year of birth. Your use of the Platform and completion of our assessments will produce certain information, such as recommended career or college guidance, and individual assessment values (“Assessment Data”). To the extent any of this information is personal information, our Privacy Notice will apply.
By using our Platform, you understand and agree that we may share your contact information to our third-party business partners based on inferences we draw from your Assessment Data. For example, if you take one of our career assessments and your Assessment Data recommends a certain career, we may share that information with our third-party business partner and they may present you with information on available career openings that align to your Assessment Data. These third-party business partners may email you directly or serve interest-based ads for careers and job alerts that match your interests.
Although we may store your Assessment Data for you to review, you understand that IGS is not responsible for ensuring storage of any Assessment Data on your behalf. You may download your assessment results through the Platform, which may be used by you subject to any restrictions in these Terms.
The Platform uses software that is the property of IGS or its suppliers and is protected by U.S. and international copyright laws. While IGS allows you to use the Platform (subject to our compliance with these Terms), IGS grants you a non-exclusive, non-transferable license to use the software and Materials solely in connection with your use of the Platform. This license terminates automatically if your use of the Platform is terminated. You agree that you will not attempt to reverse engineer, decompile, disassemble, or attempt to discover the source code for the software.
Except as otherwise indicated on the Platform, the Platform and all content and other materials on the Platform, including all designs, text, graphics, pictures, information, data, software, code, files, and the selection and arrangement thereof (collectively, the "Platform Materials") are the property of IGS or its suppliers and are protected by U.S. and international copyright laws.
You are granted a limited, non-sublicensable license to access and use the Platform and the Platform Materials solely in connection with your use of the Platform. Such license, unless otherwise expressly agreed by IGS, is subject to these Terms and does not permit you, or anyone else to, directly or indirectly:
- use any manual process or robot, spider, scraper, or other automated means to collect information from the Platform or from users of the Platform;
- copy, modify, publicly display, post, distribute, or exploit in any way the Platform Materials or other data or information from the Platform for commercial purposes, including commercial publication, sale or personal gain;
- mirror any Platform Materials contained on the Platform or any IGS server or use framing techniques to enclose the Platform or any part thereof;
- circumvent any of the technical limitations of the Platform, or decompile, disassemble or otherwise reverse engineer the Platform;
- perform or attempt to perform any actions that would interfere with the proper working of the Platform, prevent access to or use of the Platform by our other users, or impose an unreasonable or disproportionately large service request or usage load on our Platform infrastructure;
- change or remove any copyright, trademark, or other proprietary notices, including without limitation attribution information, credits, and copyright notices that have been placed on or near the Platform Materials;
- impersonate any person or entity, misrepresent yourself or your entity, or attempt to use another user’s account without the user’s permission;
- use any metatags or any other hidden text incorporating IGS’ name or trademarks in any online site or posting;
- solicit, trace or otherwise collect any information from users or visitors of the Platform;
- use the Platform for commercial activities such as contests or advertising;
- create a database by downloading and storing the Platform Materials or any part thereof; or
- post any material that could be considered obscene, lewd, lascivious, excessively violent, harassing, or otherwise objectionable.
Any use of the Platform, the Platform Materials or its software other than as specifically authorized herein is strictly prohibited, unless we have given you written permission, and any such unauthorized use will terminate the license granted in these Terms. Such unauthorized use may also violate applicable laws (including copyright and trademark laws and applicable communications regulations and statutes). Except as explicitly stated, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
Third Party Links and Content
IGS may provide third party content on the Platform and may provide links to web pages and content of third parties (collectively, the "Third Party Content") as part of the service. IGS does not monitor or have any control over any Third-Party Content or third-party websites. IGS does not control, approve, endorse, or adopt any Third-Party Content and can make no representation or warranty as to its quality, content, accuracy, or completeness. IGS provides these links to you only as a convenience, and your use of Third-Party Content is at your own risk. When you leave the Platform, you should be aware that our terms and policies no longer apply. Please review the applicable terms and policies, including privacy and data gathering practices, of any website you visit.
We’ve established a few ground rules for you to follow when using the Platform. Please follow these rules. You are solely responsible for any information that you input or upload into the Platform. You agree not to send through the Platform any of the following:
- Materials or information that are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable.
- Materials that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ.
- Materials that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party (and you represent and warrant that you have the lawful right to distribute and reproduce such materials);
- Materials that impersonate any person or entity or otherwise misrepresents your affiliation with a person or entity.
- Unsolicited promotions, political campaigning, advertising, or solicitations.
- Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers.
- Viruses, corrupted data or other harmful, disruptive, or destructive files.
- Any information the disclosure of which would violate the Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR Part 99).
- Materials that, in the sole judgment of IGS, are objectionable or which restricts or inhibits any other person from using or enjoying the services or the Platform, or which may expose IGS or its users to any harm or liability of any type.
If you use the Service in way that violates any of the requirements listed above, then you also violate these Terms, which may result in, among other things, termination, or suspension of your right to use the Service.
Your feedback and use of the Platform are important to us. With respect to any content you submit or make available to IGS or on the Platform (including through social media channels), such as your biography, comments, endorsements, testimonials, pictures, videos and other content, you grant to IGS a non-exclusive, perpetual, worldwide, royalty-free, transferable license to use, copy, distribute, publicly display, modify, create derivative works, commercialize and sublicense such content, in whole or in part, in any media, now or hereafter known or developed for all purposes, without any additional consideration due to you. You acknowledge and represent that such content is not confidential. By posting or distributing such content, you understand that it may be freely copied and distributed by others without your permission.
In the event you submit or post any creative suggestions, proposals, or ideas about our products and services, you agree that such submissions will be automatically treated as non-confidential and non-proprietary and will become our sole property without any compensation or credit to you whatsoever.
You represent and warrant that content you post and your activities on the Platform do not and will not violate these Terms or the rights of any third party, including infringing or misappropriating any third-party intellectual property and publicity rights. You are solely responsible for your content and your activity on the Platform.
We do not prescreen content posted by users and cannot guarantee the Platform will be free from content that is inaccurate, deceptive, offensive, defamatory, unlawful, or otherwise objectionable. You acknowledge that we are acting only as a passive channel for such distribution. We have no liability relating to any user content or activities of users on the Platform. Even in the event we choose to monitor any user content, we assume no responsibility for, or any obligation to monitor or remove, such user content. You grant us the right to collect, use and share your content in accordance with these Terms and our Privacy Notice. If you have concerns about any content posted by another user, please use the Intellectual Property Complaints procedures in these Terms to notify us.
INNATE®, INNATE LIVING™, INNATE CAREERS™, INNATE COLLEGES™, Innate Guidance Systems™, the IGS logos and any other product or service name or slogan contained on the Website or within the Platform are trademarks of IGS and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of IGS or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "Innate Guidance Systems", “INNATE”, “INNATE LIVING”, “INNATE CAREERS”, “INNATE COLLEGES” or any other name, trademark or product or service name of IGS without our prior written permission. In addition, the look and feel of the Platform, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of IGS and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and IGS names or logos are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.
Intellectual Property Complaints
Copyright Complaints. IGS respects intellectual property rights. If you believe your copyrighted work has been copied or posted on or through the Website in a way that constitutes copyright infringement, then please contact us at email@example.com and provide the following information:
- A description of the copyrighted work that you believe has been infringed;
- A description of what the allegedly infringing work is;
- A description of the location where the allegedly infringing work is located on the Website;
- An address and telephone number where you can be contacted, including an email address if possible;
- A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; and
- A statement, made under penalty of perjury, that the above information in the notice is accurate and that the signatory is the copyright owner or is authorized to act on behalf of the copyright owner.
Consult your legal advisor before filing an infringement notice because there can be penalties for false claims under the Digital Millennium Copyright Act.
Trademark Complaints. If you would like to submit a claim for violation of a mark on which you hold a valid, registered trademark or service mark (registered with the United States Patent and Trademark Office on the Principal Register or, for foreign marks, registered with the appropriate intellectual property organization of your country), please contact us at firstname.lastname@example.org and provide the following information:
(i) The trademark, service mark, trade dress, name, or other indicia of origin ("mark") that is claimed to be infringed, including registration number.
(ii) The jurisdiction or geographical area to which the mark applies.
(iii) The name, post office address and telephone number of the owner of the mark identified above.
(iv) The goods and/or services covered by or offered under the mark identified above.
(v) A description of the manner in which you believe your mark is being infringed upon.
(vi) The precise location of the infringing mark.
Some of the reports and tools provided in the Platform will cost a fee (“Paid Services”). All fees will be posted on the Platform, and you will not be charged for any Paid Service unless you specifically order it. All payments are processed using a third-party payment processor and we do not retain or otherwise store your payment information. If you choose to purchase one of the Paid Services, you agree to pay the applicable fee. Some of the Paid Services may be subject to a time limit; you agree that your use of the Paid Service will not extend beyond that time limit, if any. All fees for Paid Services are not refundable.
Paid Services may be subject to additional terms and conditions. If so, you are still bound by these Terms as well as any additional terms and conditions that come with the Paid Service.
Termination or Suspension of Service
These Terms will continue to apply to you until terminated by either you or IGS. IGS may suspend or terminate your use of the Service if you violate any of these Terms (including non-payment of fees). Your re-instatement is entirely within our discretion.
IGS may, in its sole discretion and without prior notice, decide to suspend, modify, discontinue, or permanently cancel all or any part of the Service (including the fees charged for use of the Service). Any material changes will be communicated electronically to you (e.g., by email or posting on the Website), and will be effective on the date stated in the notice. If you continue to use the Service after that effective date, you are agreeing to the changes.
You agree to defend, indemnify and hold harmless IGS, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms or your use of the Platform, including, but not limited to, your user content, any use of the Platform’s content, services and products other than as expressly authorized in these Terms or your use of any information obtained from the Platform.
Representations and Warranties; Disclaimer
IGS endeavors to use and will require its third-party hosting provider(s) to use, industry standard security methodologies to secure the Platform. Please note that the specific methods used may vary from time to time, and IGS does not represent or warrant that any specific security measures will be taken or that such security measures will be infallible. As IGS's sole and exclusive liability, and your sole remedy, with respect to any security breach or data loss, IGS will work with you to resolve any loss of data or other security issues that arise.
In addition, you understand that there may be occasions when the Service is interrupted or data is unavailable, such as for maintenance, upgrades, system or equipment failure, vendor failure or otherwise. IGS SHALL HAVE NO LIABILITY TO YOU FOR ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE SERVICE OR DATA FOR ANY REASON. In the event of any unavailability of the Service, we will provide you, upon request and as available, with an electronic copy of the data stored through the Service, provided your account is paid in full. Please note, however, that you are solely responsible for making backup copies of such data on a regular basis, and IGS will not be responsible or liable in any manner if it is unable to provide such data for any reason.
You understand and agree that EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN THESE TERMS, THE SERVICE, THE PLATFORM, AND THE PLATFORM MATERIALS ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IGS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE PLATFORM, THE SERVICE, AND ALL DATA, INFORMATION, CONTENT, AND MATERIALS CONTAINED OR STORED THEREIN.
IGS DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR THE PLATFORM WILL PROVIDE CONTINUOUS, PROMPT, SECURE, OR ERROR-FREE SERVICE. IGS ASSUMES NO LIABILITY FOR ANY ERRORS OR OMISSIONS, INCLUDING THE INACCURACY OF CONTENT, OR FOR ANY DAMAGES OR LOSSES THAT YOU OR ANY THIRD-PARTY MAY INCUR AS A RESULT OF THE UNAVAILABILITY OF THE SITE. IGS ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ARISING FROM YOUR USE OF THE PLATFORM.
Limitation of Liability
THE LIABILITY OF IGS, ITS DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, AND AGENTS (FOR PURPOSES OF THIS SECTION, “IGS”) TO YOU WITH RESPECT TO THE PLATFORM, OUR SERVICES, AND THESE TERMS IS LIMITED AS FOLLOWS: (A) IGS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS, LOST DATA OR LOST SAVINGS); AND (B) IGS’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN FEES UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS APPLY REGARDLESS OF THE FORM OF CLAIM (CONTRACT, TORT OR OTHERWISE) AND EVEN IF THIS PARAGRAPH IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
By using the Platform, you agree to receive certain electronic communications from us, whether on the Website, or by email. You may unsubscribe from communications at any time by clicking the appropriate link in the communication. You agree that any notice, agreement, disclosure, or other communication that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. All calls, emails, and other communications between you and IGS may be recorded.
Arbitration Agreement and Class Action Waiver
Arbitration is mandatory for the claims covered under this arbitration agreement. You agree that IGS and you are each waiving the right to trial by a jury, and that any arbitration will take place on an individual basis. You hereby waive the ability to participate in a class action. The parties agree that the panel will have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement.
You and IGS each retain the right to: (i) bring an individual action in small claims court and (ii) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of a party’s trade secrets or intellectual property rights.
The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (currently available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879). The panel will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the panel determines that an in-person hearing is appropriate. Any in-person appearances will be held at a location that is reasonably convenient to both parties. If the parties are unable to agree on a location, the panel will determine the location. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, IGS will contribute to your filing and hearing fees as the panel deems necessary to prevent the arbitration from being cost-prohibitive. The panel’s decision will follow the terms of this Agreement (including the Limitation of Liability provision) and will be final and binding. The panel will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the panel. The award rendered by the panel may be confirmed and enforced in any court having jurisdiction.
Applicable Law and Venue
These Terms and your use of the Platform shall be governed by and construed in accordance with the laws of the State of Oregon, applicable to agreements made and to be entirely performed within the State of Oregon, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms, unless otherwise set forth herein, shall be filed only in the state and federal courts located in Multnomah County, Oregon and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms.
If any provision of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Complete Terms and Conditions
These Terms state the entire agreement between you and IGS with respect to the Service and the Platform. They supersede all or any prior negotiations, discussions, communications, representations, or other statements regarding the Service and the Platform. They may not be modified or amended except by IGS.
We reserve the right to make changes to these Terms at any time, and such changes will be effective immediately upon being posted on the Platform. Each time you access the Platform you should review the current Terms. Your continued use of the Platform will constitute your acceptance of the current Terms.
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the Terms and our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You agree that communications and transactions between us may be conducted electronically, including by email.
Questions & Contact Information
If you have any questions or comments about the Platform and the Service, please email us at email@example.com or write to at:
Innate Guidance Systems
6663 SW Beaverton-Hillsdale Hwy
Portland, OR 97225