Last updated: [EFFECTIVE_DATE]
These Terms of Service ("Terms") are a binding agreement between you and [COMPANY] ("Innvil," "we," "us," or "our") and govern your access to and use of the Innvil platform, websites, dashboards, APIs, and related services (together, the "Platform"). By creating an account or using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.
Innvil is a no-code software platform that lets you (a "Panel Owner") create and host white-label social-media-marketing ("SMM") panels. Innvil provides the software, hosting, storefront, dashboards, wallet ledger, and order-routing tools.
Innvil does not sell SMM services and is not an SMM service provider.Each Panel Owner connects their own third-party SMM provider ("Provider"). Orders placed on a panel are fulfilled by that Provider, not by Innvil. Innvil does not control, endorse, or guarantee any Provider, service quality, delivery time, or outcome.
You must be at least 18 years old and able to form a binding contract. You are responsible for the security of your account credentials and for all activity under your account. Keep your information accurate and notify us of any unauthorized use. We may refuse, suspend, or terminate accounts at our discretion, including for violation of these Terms.
As a Panel Owner, you are solely responsible for:
You act as an independent operator. Innvil is not a party to the transaction between you, your Provider, your Payment Gateway, or your Customers.
You agree not to use the Platform to:
You acknowledge that SMM services may be restricted by the terms of certain social-media platforms. You are responsible for ensuring your and your Customers' use complies with applicable law and third-party terms. Innvil may suspend or remove Panels that we reasonably believe violate this section.
The Platform integrates with third parties you choose (Providers and Payment Gateways) and third parties we use to operate (including hosting and infrastructure providers). Your use of those services is governed by their own terms. Innvil is not responsible for third-party acts, omissions, outages, fees, or data practices.
Innvil and its licensors own the Platform, including its software, design, and trademarks. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform per these Terms. You retain ownership of your own content and branding, and grant us the license needed to host and display it in order to operate your Panel.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Platform will be uninterrupted, secure, or error-free, or that any SMM service ordered through a Panel will be delivered or achieve any result — those are the responsibility of the applicable Provider.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, INNVIL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSION FEES YOU PAID TO INNVIL IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) USD $100.
You will defend, indemnify, and hold harmless Innvil and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your Panels, your services, your Customers, your use of the Platform, or your violation of these Terms or applicable law.
You may stop using the Platform at any time. We may suspend or terminate your access, or any Panel, immediately for violation of these Terms, legal risk, or non-payment. Sections that by their nature should survive termination (including fees owed, disclaimers, limitations of liability, and indemnification) will survive.
We may modify the Platform or these Terms. Material changes will be posted here with an updated date, and where required, notified to you. Continued use after changes take effect constitutes acceptance.
These Terms are governed by the laws of [JURISDICTION], without regard to conflict-of-laws rules. The courts of [JURISDICTION] will have exclusive jurisdiction, unless applicable law requires otherwise.
If any provision is unenforceable, the rest remains in effect. These Terms are the entire agreement between you and Innvil regarding the Platform. You may not assign them without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Our failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control.
Questions about these Terms: [COMPANY], [CONTACT_EMAIL].