PLEASE READ THE TERMS CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
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1) INTRODUCTION.

a) Scope and Intent.

You agree that by registering on INNOVATION HEADS, or by using the platform, including our mobile applications, websites, developer platform, premium services, or other information provided as part of the INNOVATION HEADS services (collectively “INNOVATION HEADS” or the “Services”), you are entering into a legally binding agreement with INNOVATION HEADS LIMITED - Company number 10794207, Kemp House, 152-160 City Road, London, EC1V 2NX (“we,” “us,” “our,” and “INNOVATION HEADS”) based on the terms of this INNOVATION HEADS User Agreement and the INNOVATION HEADS Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”) and become an INNOVATION HEADS user (“User”).

If you are using INNOVATION HEADS on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us. If you do not want to register an account and become an INNOVATION HEADS User, do not conclude the Agreement, do NOT submit any INNOVATION HEADS “Sign Up” form and do not access, view, download or otherwise use any INNOVATION HEADS webpage, information or services. By submitting a INNOVATION HEADS “Sign Up” form you acknowledge that you have read and understood the terms and conditions of this Agreement and that you agree to be bound by all of its provisions. By submitting an INNOVATION HEADS “Sign Up” form, you also consent to use electronic signatures and acknowledge your submission of this form as one. Please note that the INNOVATION HEADS User Agreement and Privacy Policy are also collectively referred to as INNOVATION HEADS’s “Terms of Service.”

2) YOUR OBLIGATIONS.

a) Applicable laws and this Agreement

You must comply with all applicable laws, the Agreement, as may be amended from time to time with or without advance notice, and the policies and processes explained in the following sections:

Rules outlined in Section 10 below
 Complaints regarding content posted on the INNOVATION HEADS services; and

INNOVATION HEADS’s Privacy Policy.

b) License and warranty for your submissions to INNOVATION HEADS.

You own the information you provide INNOVATION HEADS under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other users. Additionally, you grant INNOVATION HEADS a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us to copy, truncate, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyse, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to INNOVATION HEADS, including, but not limited to, any user generated content, ideas, concepts, techniques or data to the services, you submit to INNOVATION HEADS, without any further consent, notice and/ or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss as noted in Sections 2 and 3 of this Agreement.

By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your INNOVATION HEADS profile information accurate and updated.

By signing-up to Innovation Heads, you consent to be referred to as a Member of Innovation Heads and you represent your employer i.e. a corporation, investment company or university.

c) Service Eligibility.

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having an INNOVATION HEADS account, (3) are not a competitor of INNOVATION HEADS or are not using the Services for reasons that are in competition with INNOVATION HEADS; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of INNOVATION HEADS, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

d) Sign-In Credentials.

You agree to: (1) keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users’ accounts; (4) refrain from selling, trading, or otherwise transferring your INNOVATION HEADS account to another party; and (5) refrain from charging anyone for access to any portion of INNOVATION HEADS, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please email Info@innovationheads.co.

e) Indemnification.

You indemnify us and hold us harmless for all damages, losses and costs (including, without limitation, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in which you engage on or through INNOVATION HEADS.

f) Payment.

If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), you agree to INNOVATION HEADS, or our third party payment partners, storing your payment card information. You also agree to pay the applicable fees for the Premium Services (including, without limitation, periodic fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription. You may cancel your Premium Services by contacting Info@innovationheads.co. You also acknowledge that INNOVATION HEADS’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.

g) Notifications and Service Messages.

For purposes of service messages and notices about the Services to you, INNOVATION HEADS may provide you notice on our website to alert you to certain changes, such as modifications, to this Agreement. Alternatively, notice may consist of an email from INNOVATION HEADS to an email address associated with your account, even if we have other contact information. You also agree that INNOVATION HEADS may communicate with you through your INNOVATION HEADS account or through other means about your INNOVATION HEADS account or services associated with INNOVATION HEADS. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

h) INNOVATION HEADS Applications.

INNOVATION HEADS may offer the Services through applications built using INNOVATION HEADS’s platform (“INNOVATION HEADS Applications”). Examples of INNOVATION HEADS Applications include its smart phone applications (INNOVATION HEADS for Android or INNOVATION HEADS for iPhone), and INNOVATION HEADS’s “Share” buttons and other interactive plugins distributed on websites across the web. INNOVATION HEADS Applications are distinct from third party Platform Applications addressed in Section 4.B. If you use an INNOVATION HEADS Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing INNOVATION HEADS plugins that load in your browser may be communicated to us.

Further, by importing any of your INNOVATION HEADS data through the INNOVATION HEADS Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your INNOVATION HEADS account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing INNOVATION HEADS through your mobile access provider. Therefore, you should check with your provider to find out if the Services are available and the terms for these services for your specific mobile devices.

Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

i) User-to-User Communication and Sharing (Updates, Company Pages, etc.).

INNOVATION HEADS offers various forums such as INNOVATION HEADS Streams, Answers, and Network Updates, where you can post your observations and comments on designated topics. INNOVATION HEADS also enables sharing of information by allowing users to post updates, including links to news articles and other information such as ratings and reviews, advisory or board opportunities, product recommendations, and other content to their profile and other parts of the site, such as INNOVATION HEADS Groups and INNOVATION HEADS Company Pages.

Please note that your posts and information you share may be seen and used by other Users, and INNOVATION HEADS cannot guarantee that other Users will not use the ideas and information that you share on INNOVATION HEADS. Therefore, if you have an idea or information that you would like to keep confidential and/or do not want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to any INNOVATION HEADS Group, into your Network Updates, or elsewhere on INNOVATION HEADS. 

INNOVATION HEADS IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN ANY INNOVATION HEADS COMMUNITY FORUMS SUCH AS THE INNOVATION HEADS BLOG, STREAMS OR ANSWERS.

j) Privacy.

You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to INNOVATION HEADS, or groups you choose to join might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

k) Export Control.

Your use of INNOVATION HEADS Services, including our software, is subject to export and re-export control laws and regulations. You shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving United Kingdom products, including services or software.

l) Contributions to INNOVATION HEADS

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to INNOVATION HEADS through its suggestion or feedback systems, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) INNOVATION HEADS is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) INNOVATION HEADS shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) INNOVATION HEADS may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to INNOVATION HEADS all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from INNOVATION HEADS under any circumstances.

For start-ups applying to present to Innovation Heads, no commercial-deal is guaranteed. 

3) YOUR RIGHTS.

On the condition that you comply with all your obligations under this Agreement, including, but not limited to, the Rules listed in Section 10, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of INNOVATION HEADS or its Users), view information and use the Services that we provide on INNOVATION HEADS webpages and in accordance with this Agreement. Any other use of INNOVATION HEADS contrary to our mission and purpose (such as seeking to use information gathered from INNOVATION HEADS commercially unless expressly authorized by INNOVATION HEADS) is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in INNOVATION HEADS and all related items, including any and all copies made of the INNOVATION HEADS website.

4) OUR RIGHTS AND OBLIGATIONS.

a) Services Availability.

For as long as INNOVATION HEADS continues to offer the Services, INNOVATION HEADS shall provide and seek to update, improve and expand the Services. As a result, we allow you to access INNOVATION HEADS as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue INNOVATION HEADS, partially or entirely, or change and modify prices for all or part of the Services for you or for all our Users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. INNOVATION HEADS further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by INNOVATION HEADS to be contrary to this Agreement. For avoidance of doubt, INNOVATION HEADS has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.

b) Third Party Sites and Developers.

INNOVATION HEADS may include links to third party web sites (“Third Party Sites”) on www.innovationheads.co and elsewhere. Also, INNOVATION HEADS may enable third party developers (“Platform Developers”) to create applications (“Platform Applications”) that provide features and functionality using data and developer tools made available by INNOVATION HEADS through its developer platform.

You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms and/or Privacy Policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not.

INNOVATION HEADS is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. INNOVATION HEADS also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to access Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application.

Please note: If you allow a Platform Application or Third Party Site to authenticate or connect with your INNOVATION HEADS account, that application or website can access information on INNOVATION HEADS related to you and your connections.

For additional information regarding Platform Developers and Platform Applications, please refer to INNOVATION HEADS’s Privacy Policy.

c) Disclosure of User Information.

You acknowledge, consent, and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of INNOVATION HEADS, our Users or the public.

Disclosures of User information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.

d) Connections and Interactions with other Users.

You are solely responsible for your interactions with other Users. INNOVATION HEADS may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Services or otherwise limit your use of the Services. INNOVATION HEADS reserves the right, but has no obligation, to monitor disputes between you and other members and to restrict, suspend, or close your account if INNOVATION HEADS determines, in our sole discretion, that doing so is necessary to enforce this Agreement.

5) DISCLAIMER.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON INNOVATION HEADS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR INNOVATION HEADS AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. INNOVATION HEADS DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY INNOVATION HEADS OR ANYTHING RELATED TO INNOVATION HEADS, YOU MAY CLOSE YOUR INNOVATION HEADS ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 (“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

INNOVATION HEADS IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH INNOVATION HEADS TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.

INNOVATION HEADS DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, INNOVATION HEADS DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

INNOVATION HEADS DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. INNOVATION HEADS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, INNOVATION HEADS DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE INNOVATION HEADS SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

6) LIMITATION OF LIABILITY.

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither INNOVATION HEADS nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“INNOVATION HEADS Affiliates”) shall be cumulatively liable for (a) any damages in excess of three times the most recent monthly fee that you paid for a Premium Service, if any, or £100.00, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from INNOVATION HEADS. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

a) Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

b) Not apply to any damage that INNOVATION HEADS may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement.

c) Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

7) TERMINATION.

a) Mutual rights of termination.

You may terminate this Agreement, for any or no reason, at any time, with notice to INNOVATION HEADS pursuant to Section 9(b). This notice will be effective upon INNOVATION HEADS processing your notice. INNOVATION HEADS may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only INNOVATION HEADS or the party paying for the services may terminate your access to any Premium Services. Termination of your INNOVATION HEADS account includes disabling your access to INNOVATION HEADS and may also bar you from any future use of INNOVATION HEADS.

b) Misuse of the Services.

INNOVATION HEADS may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes abusing the INNOVATION HEADS messaging services; creating multiple or false profiles; using the Services commercially without INNOVATION HEADS’s authorization, infringing any intellectual property rights, violating any of the Do’s and Don’ts listed in Section 10, or any other behaviour that INNOVATION HEADS, in its sole discretion, deems contrary to its purpose.

c) Effect of Termination.

Upon the termination of your INNOVATION HEADS account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 (“Your Rights”) and 4.a-b, and d (“Our Rights and Obligations”) hereof.

8) DISPUTE RESOLUTION

a) Law and Forum for Legal Disputes

This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of England and Wales regardless of your country of origin or where you access INNOVATION HEADS, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and INNOVATION HEADS agree that all claims arising out of or related to this Agreement must be resolved exclusively by a court located in England and Wales. You and INNOVATION HEADS agree to submit to the personal jurisdiction of the courts located within England and Wales for the purpose of litigating all such claims. Notwithstanding the above, you agree that INNOVATION HEADS shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

9) GENERAL TERMS.

a) Severability.

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

b) Notices and Service of Process.

In addition to Section 2.h. (“Notices and Service Messages”), we may notify you via postings on www.innovationheads.co. You may contact us at Info@innovationheads.co. Or via mail or courier at:

INNOVATION HEADS Ltd.
 AT: Innovation Heads 
 Kemp House,
 152-160 City Road 
London, 
England, 
EC1V2NX

Additionally, INNOVATION HEADS accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

c) Entire Agreement.

You agree that this Agreement constitutes the entire, complete, and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other INNOVATION HEADS services, third-party content or third party software.

d) Amendments to this Agreement.

We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.innovationheads.co or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section 7 (Termination).

e) No informal waivers, agreements or representations.

Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any INNOVATION HEADS Affiliate shall be deemed legally binding on any INNOVATION HEADS Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of INNOVATION HEADS.

f) No Injunctive Relief.

In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

g) Beneficiaries.

Entities other than INNOVATION HEADS Limited., that INNOVATION HEADS Limited owns a 50% or greater interest in (“Affiliate”) are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you.

h) Assignment and Delegation.

You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, INNOVATION HEADS Solutions Inc. for any third party that assumes our rights and obligations under this Agreement.

i) Potential Other Rights and Obligations.

You may have rights or obligations under local law other than those enumerated here if you are located outside the United Kingdom.

10) INNOVATION HEADS USER RULES.

As a condition to access INNOVATION HEADS, you agree to this User Agreement and to strictly observe the following rules (“Rules”):

a) You will:

Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
 Provide accurate information to us and update it as necessary;
 Review and comply with our Privacy Policy;
 Review and comply with notices sent by INNOVATION HEADS concerning the Services; and
 Use the Services in a professional manner.

b) You will not:

Act dishonestly or unprofessionally by engaging in unprofessional behaviour by posting inappropriate, inaccurate, or objectionable content to INNOVATION HEADS;
 Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;
 Create a user profile for anyone other than a natural person;
 Harass, abuse or harm another person, including sending unwelcomed communications to others using INNOVATION HEADS;
 Upload a profile image that is not your likeness or a head-shot photo;
 Use or attempt to use another’s account without authorization or create a false identity on INNOVATION HEADS;
 Upload, post, email, transmit, or otherwise make available or initiate any content that:

Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;
 Is unlawful, libellous, abusive, obscene, discriminatory or otherwise objectionable;
 Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by INNOVATION HEADS);
 Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
 Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;
 Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
 Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of INNOVATION HEADS or any User of INNOVATION HEADS;
 Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or

Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on INNOVATION HEADS (excluding content posted by you) except as permitted in this Agreement or as expressly authorized by INNOVATION HEADS;
 Reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof
 Use or copy information, content or any data you view on and/or obtain from INNOVATION HEADS to provide any service that is competitive, in INNOVATION HEADS’s sole discretion, with INNOVATION HEADS;
 Imply or state, directly or indirectly, that you are affiliated with or endorsed by INNOVATION HEADS unless you have entered into a written agreement with INNOVATION HEADS;
 Adapt, modify or create derivative works based on INNOVATION HEADS or technology underlying the Services, or other Users’ content, in whole or part, except as permitted under INNOVATION HEADS’s developer program;
 Rent, lease, loan, trade, sell/re-sell access to INNOVATION HEADS or any information therein, or the equivalent, in whole or part;
 Sell, sponsor, or otherwise monetize an INNOVATION HEADS Group or any other service or functionality of INNOVATION HEADS, without the express written permission of INNOVATION HEADS.
 Deep-link to the Site for any purpose, (i.e. including a link to an INNOVATION HEADS web page other than INNOVATION HEADS’s home page) unless expressly authorized in writing by INNOVATION HEADS;
 Remove any copyright, trademark or other proprietary rights notices contained in or on INNOVATION HEADS, including those of both INNOVATION HEADS and any of its licensors;
 Remove, cover, or otherwise obscure any form of advertisement included on INNOVATION HEADS;
 Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from INNOVATION HEADS, except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
 Share information of non-Users without their express consent;
 Infringe or use INNOVATION HEADS’s brand, logos and/or trademarks, including, without limitation, using the word “INNOVATION HEADS” in any business name, email, or URL or as expressly permitted by INNOVATION HEADS;
 Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;
 Use bots or other automated methods to access INNOVATION HEADS, add or download contacts, send or redirect messages, or perform other activities through INNOVATION HEADS, unless explicitly permitted by INNOVATION HEADS;
 Access, via automated or manual means or processes, INNOVATION HEADS for purposes of monitoring INNOVATION HEADS’s availability, performance or functionality for any competitive purpose;
 Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of INNOVATION HEADS’s website;
 Attempt to or actually access INNOVATION HEADS by any means other than through the interfaces provided by INNOVATION HEADS such as its mobile application or by navigating to http://innovationheads.co using a web browser. This prohibition includes accessing or attempting to access INNOVATION HEADS using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including INNOVATION HEADS;
 Attempt to or actually override any security component included in or underlying INNOVATION HEADS;
 Engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on INNOVATION HEADS’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or INNOVATION HEADS personnel, attempting to gain unauthorized access to INNOVATION HEADS, or transmitting or activating computer viruses through or on INNOVATION HEADS;
 Interfere with or disrupt or game INNOVATION HEADS or the Services, including, but not limited to, any servers or networks connected to INNOVATION HEADS, in particular INNOVATION HEADS’s search algorithms.

11) COMPLAINTS REGARDING CONTENT POSTED ON THE INNOVATION HEADS WEBSITE.

We built INNOVATION HEADS to help connect brands, agencies, and startups. To achieving this purpose, we encourage our Users to share truthful and accurate information. We also respect the intellectual property rights of others. Accordingly, this Agreement requires that information posted by Users be accurate and not in violation of the intellectual property rights or other rights of third parties. To promote these objectives, INNOVATION HEADS provides a process for submission of complaints concerning content posted by our Users.

Innovation Heads reserves the right to refuse access at any time to members that have signed-up or attempt to register as Innovation Heads, members are selected.