1. General

1.1. These Terms and Conditions of Use of the Innova Software (“Terms”) are a binding legal agreement between you and Innova Service Group LLC (the “Contract”) that governs your use of the Innova Software and its applications (collectively, the “Software”). When used in these Terms, “Innova,” “we,” “us,” or “our,” refers to the entity with whom you are contracting and includes their successors and any person to whom rights have been assigned under this Contract.

1.2. The Software is operated by Innova Service Group LLC (company number [__]), having its registered office at 13924 Ventura PI, Savage, MN, 55378, United States. All notices relating to the Services herein provided and/or the Software, should be sent to such address.

1.3. Please read the Terms carefully before using the Software. By accessing and using the Software, the User (as defined below) accepts and acknowledges that the Terms are mandatory and binding. In case the User does not agree with the Terms, please refrain from using the Software.

1.4. The User agrees to use the Software for lawful purposes, respecting the applicable laws and regulations and in no way shall use the Software or its content for purposes contrary to the law or the morality or in any other way that may affect its operation, security and/or information contained therein.

1.5. The Software is only available to individuals or legal entities that have legal capacity to contract. Users who do not comply with the aforementioned requirement or who have been rejected and/or temporarily suspended or definitively disqualified from accessing the Software by us shall refrain from accessing it.

1.6. This Software is available for the territory of the United States of America and is not intended to be accessed from any jurisdiction of any state, country, or territory other than the aforementioned. Innova does not make any representation or warranty that the Software is available in other locations.

2. Subscription, registration, and cancellation

2.1. The Software is a platform to be used by anyone acting as loan originator and/or processing company for loan requests and approvals (the “User” or “you”) that specifically allows to: (i) Process residential loans using an activity-driven workflow dependent on the type of loan, stakeholder (such as title companies, appraisal, insurance, lender) and borrower attributes, (ii) Supervise loans processed in flight using a supervisor dashboard, (iii) Evaluate loan processor activity using performance reports per loan processor, (iv) Automated communications to stakeholders based on milestones and action triggers, (v) Request the relevant loan documents, automatically determined by the system according to the workflow, through a secure branded web portal and (v) Validate documents using validation guidelines and document type definitions (the “Services”). 

2.2. When purchasing your subscription to the Software, the User may be presented with different plans or options at a different price depending on the amounts of loans to be processed (the “Subscription”). Prices for different plans of Subscriptions will be displayed in the Software or at Innova’s website and Innova reserves the right to change the current pricing. Users Subscription to the Software includes enrollment into an ongoing/recurring payment plan which will automatically renew at the end of the disclosed billing period, unless cancelled in accordance with the instructions for cancellation below. Payment will be charged to the User’s chosen payment method at confirmation of purchase and at the start of every new billing period, unless cancelled. The User’s “billing period” is the interval of time between each recurring billing date and corresponds to the term of the Subscription. In the event of a price change, Innova will attempt to notify the User in advance of the change by sending an email to the email address the User has registered for their account. If the User does not wish to accept a price change, the User may cancel the Subscription. If the User does not timely cancel their Subscription, the Subscription will be renewed at the price in effect at the time of the renewal.

2.3. The payment for the Subscription may be performed by credit or debit card, or such other means of payment as may be enabled by the Software and accepted by Innova in the future. Subscription prices published in the Software do not include relevant taxes, which will be added at checkout. 

2.4. To use the Software, Users must register by creating an access account and providing login name and password details, name, email address, postal address, information related to the payment of the use of the Software and any other information that may be required by us (the “Account“) and agreeing to these Terms. All the information provided by the Users shall be accurate and valid at all times and any change shall be immediately notified to us. The Account will allow the User to use the Software and access the Services as therein established. Users will access their Account through a username and a personal password to be chosen by the User, which shall be kept confidential. The Account is unique but can be operated by different Users.  

2.5. Innova will proceed to verify the identity of the User and the data entered at the time of the registration. Innova is not responsible for the veracity or accuracy of the data provided by the Users and reserves the right to request additional proof and/or data for the purpose of corroborating the data reported by the User, as well as suspend and/or temporarily or permanently disable those Users whose data could not be confirmed. Additionally, Innova reserves the right to suspend Users temporarily or permanently in case of breach of the Terms.

2.6. Innova shall maintain the confidentiality of the data provided by Users for registration and Users agree to maintain the confidentiality of their name and password and any other Account’s settings. The User agrees to notify us of any unauthorized use of their Account immediately, and to hold Innova harmless if this causes any damage to us or to third parties.

2.7. If the User cancels the Subscription at any time before the end of the current billing period, the cancellation will take effect at the end of the current billing period unless otherwise disclosed and the User will continue to have access to the Software through the end of their current billing period. To cancel the Subscription to the Software, the User shall log into their Account and follow the instructions on their account page.  Cancellations can also be done through the Innova website.

3. Suspension and Termination of the Contract 

3.1. The User agrees that we may, in our sole discretion and without notice or liability to the User, restrict, suspend, or terminate the User’s access to part or all of the Software, if we believe the User is using or has used the Software or the Services in violation of the Terms or applicable law or regulations or in any manner other than for their intended purpose and in accordance with all other guidelines and requirements applicable thereto. Without limiting the foregoing, we may restrict or suspend the User’s access to their Account for cause, which cause includes but is not limited to (a) requests from law enforcement or other government authorities, (b) unexpected technical issues or problems, or (c) if we reasonably believe that the User’s Account has been created fraudulently, or anyone uses the Account to commit fraud or for any purpose other than its intended purpose and in accordance with all of the requirements applicable thereto. The User agrees that we will not be liable to the User or to any third party for any such restriction, suspension, or termination of the User’s access to their Account or the Software. 

3.2. We also reserve the right to take appropriate legal action against the User’s violating intellectual property rights, fraud, or similar grounds for termination. Our decision to delay exercising or enforcing any right or remedy under this Contract will not constitute a waiver of such right or remedy with respect to any party.

3.3. Upon termination of the User’s Account, whether terminated based on our determination or at the User’s request (other than a cancellation of the Subscription, in which case the Subscription will continue to the end of the billing period), the User will lose the right to access the software.

4. Intellectual Property

4.1. The mere access to the Software does not give the User any right of use over the content of the Software (whether past, current, or future content). Innova is the owner, or the licensee, of all intellectual property rights generated in the Software and from the Services and any material published in connection with them. The contents displayed on the Software may not, in any way, be copied, distributed, reproduced or disclosed, by any means, under penalty of civil and/or criminal liability.

4.2. Innova grants the User a limited non-exclusive license to use the Software including all updates, upgrades, new versions and replacements, solely for their personal use. The User may not rent, lease or transfer their rights to use the Software to any third party. If the Users fail to comply with Innova’s instructions, implementation and usage requirements, the User will be liable for all resulting damages suffered by them, Innova and third parties. The User agrees not to alter, reproduce, adapt, distribute, display, publish, translate, disassemble, decompile or otherwise attempt to create any source code derived from the Software. The Innova name and logo, and all related logos of our products and services, are either the property of Innova or registered trademarks of Innova. In addition, all graphics, button icons and scripts are protected by copyrights owned by Innova, trademarks and/or trade secrets of Innova. The User may not copy, imitate, modify, alter, reverse engineer, decompile or disassemble the Software.

5. Limitation of Liability. Indemnity

5.1. The Software is subject to possible interruption problems, technical failures, and temporary unavailability of the Services. We shall not be liable for damages of any nature whatsoever that may occur due to the unavailability or lack of continuity of operations of the Software although Innova will make all reasonable efforts to ensure that Services can be provided in a timely manner, but in no way guarantees the amount of time necessary to complete their processing.

5.2. We will use our best efforts to ensure the security and reliability of the Software and the content available on the Software by using various controls to detect, prevent and combat malicious activity. However, Innova shall not be liable for any damages arising from the actions of third parties, for the improper conduct of the User, or for any fact that is somehow outside our surveillance.

5.3. The User acknowledges and agrees to the essential condition that the content of the Software as well as the Services are provided “AS IS” and without warranties of any kind, to the fullest extent permitted by law. Innova disclaims any warranties and conditions, express, implied, or statutory, including but not limited to, warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, availability, security, compatibility, satisfactory quality and noninfringement, and their equivalents under the laws of any jurisdiction. The User also acknowledges and agrees that Innova do not warrant that the content or the Software or the Services will be without errors, viruses or other harmful components. Innova do not warrant or otherwise state that the content Software or the Services will meet the User’s requirements. 

5.4. In no event shall Innova be liable to the User or to any third party for any damages, including without limitation direct, indirect, incidental or consequential damages arising out of the Software. The User agrees to indemnify, defend and hold Innova harmless from any claims, damages, liabilities and expenses of any kind, arising out of or in connection with the use of the Software or the provision of the Services.

6. Governing Law and Jurisdiction

These Terms, the Software usage and the provision of the Services are governed by the laws of the State of Minnesota. In the event of a claim or dispute arising out of these Terms and/or your use of the Software or the Services, you agree that the courts of the County of Minnesota shall have exclusive jurisdiction over such claims or disputes, without prejudice to your rights under applicable law.

7. General Provisions

7.1. Innova may amend these Terms and such amendment will be effective thirty (30) days following either our dispatch of a notice to the User or our posting of the amendment on the Software. Any User who does not agree with the modifications made may request the cancellation of the Account and must refrain from using the Software. In the event that you continue to use the Software, you will be deemed to have accepted the modifications to the Software. 

7.2. In the event that any provision of this Contract is declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining provisions of this Contract. This Contract represents the entire agreement between the User and Innova with respect to the provision of the Software (together with all other guidelines, directives and policies enacted by Innova and related to the Services) and supersedes any prior, parallel, oral or written proposals or representations between the parties. All provisions which, notwithstanding termination of the Contract or closure of your Account, by their nature shall remain in effect, will do so, including provisions related to the suspension of the User’s Account and rights to use the Software or any part thereof, including, without limitation, provisions related to ownership, intellectual property, warranties and liabilities. The breach of any specific provision by either party, or the failure to act or take action against the other party in the event of a breach by either party, shall not be deemed as a waiver of such right.  The provisions herein which by their nature should survive the termination of this Contract shall survive such termination.

7.3. User’s acceptance of these Terms and any use of the Software by any User does not create – and shall not be construed to create – any partnership, joint venture, employment, agency, franchise, or agency relationship between the User and Innova.

7.4. This Agreement and the provisions referenced herein, along with any agreements or policies that are incorporated herein by reference, constitute the entire agreement between the User and Innova pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

8. Customer Service, Contact Information and Dispute Resolution

If you have any questions or complaints about these Terms or need help with the Software or the Services, we are always here to help you resolve any disputes amicably. You can contact us every day of the year by the means listed below. 

By email: support@innova-org.com