Terms and Conditions

Ioterra Terms of Use

Effective as of November 8, 2021

Terms of Use Summary

For your convenience, Ioterra offers this summary of our Terms of Use in a non-binding summary format as well as the full legally-binding Terms of Use immediately following this Terms of Use Summary. Please understand that this is not a complete outline of the Ioterra Terms of Use; it is a preview of significant user rights and responsibilities. Please read the entire Terms of Use document carefully. In addition, please note that by accessing or using any part of this Ioterra website, and all of related websites, mobile apps, products and services offered by Ioterra, including our plug-ins and embedded content made available on other sites (collectively the “Ioterra Platform”), you agree to become bound by our complete Terms of Use set out immediately after the Terms of Use Summary. If you do not agree to all the terms and conditions of our complete Terms of Use, then you may not access the Ioterra website, or use any of our services.

  • Ioterra provides an easy way to discover and engage with IoT-related development, component, and services firms to plan, build, and launch IoT products, and a platform for collaboration and communication between Partners (“Vendor Users”) and Users seeking product development assistance (“Customer Users”). Ioterra is not a manufacturer, vendor referral service, or employment agency, and does not guarantee results. Please use Ioterra responsibly and please read more about our service in Section 2 below.
  • You are responsible for the security of your account, and for all activities that take place under your account. Please read more about user responsibilities in Section 3 below.
  • Certain conduct, such as use of the service for illegal activity, is not permitted on the Ioterra Website. Please read more about user conduct in Section 4 below.
  • Certain content, such as threatening posts or content that violates another party’s intellectual property rights, is not permitted on the Ioterra Platform. Ioterra has the right to remove User-Generated Content that violates our policies. Please read more about User-Generated Content in Section 5 below.
  • Certain special terms govern Ioterra’s Professional Members. For instance:
    • Professional Members are not the employees or agents of Ioterra.
    • Unless otherwise stated in this Terms of Use, no duty of confidentiality arises, through use of the Ioterra Platform.
    • Professional Members are solely responsible for ensuring that any information, solicitations, or advertisements they post on the Ioterra Platform comply with all applicable laws.
    • Ioterra does not make any kind of guarantee as to the ability, competence, or quality of the Professional Members who may be listed on the Ioterra Platform.
    • Professional Members are responsible for compliance with applicable U.S. export laws and regulations.
    • Professional Members are free to create and maintain a profile on Ioterra’s Platform. Unless explicitly stated otherwise, Ioterra makes no representations about a Professional Member’s background, professional licensing, or qualifications.
    • Ioterra does not endorse or recommend Professional Members, and it is the responsibility of the General Member to take precautions before hiring a Professional Member for work.

Please read more about Professional Members in Section 6 below.

  • Ioterra complies with the Digital Millennium Copyright Act’s safe harbor provisions. If you believe that materials located on or linked to by the Ioterra Platform violates your copyright, you are encouraged to notify Ioterra in accordance with Ioterra’s Digital Millennium Copyright Act Policy. Please read more about Ioterra’s DMCA Policy in Section 8 below.
  • Ioterra may send you email as part of its service. You may opt out of email communications. Please read more about email communications in Section 10 below.
  • Ioterra may modify these terms at any time. However, Ioterra will notify you of material changes to the terms by posting a notice on its homepage and/or sending an email to the email address you provided to Ioterra upon registration.
  • Please see Ioterra’s Privacy Policy for more information about user rights on Ioterra.

Please see the full Terms of Use for more information.

Ioterra Terms of Use

Thank you for choosing to be a part of the Ioterra community. The following Terms of Use govern all use of the Service and all content, services, and products available at or through the Ioterra Platform. We understand that reading Terms of Use agreements is a chore but please read this agreement carefully before using the Ioterra Platform. It discusses the nature of Ioterra’s Service; the rules Ioterra expects users to follow on the Ioterra Platform; the relationship between Ioterra, our General Members, and our Professional Members; and the legal details that control these rules and relationships, including your agreement to grant rights to your content, our limitation of liability to you, your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action and, if you choose to provide us with your phone number, your agreement to receive calls and text messages from us in accordance with applicable law. Because it is such an important contract between us and you, our users, we have tried to make it as clear and user-friendly as possible. By agreeing to these Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury, and that you waive your right to participate in class actions, class arbitrations, or any type of representative actions.

By accessing, operating, downloading, installing, registering, or otherwise using the Services; by executing this agreement through written or electronic signature; or by clicking an “I Accept,” “I Agree,” “Continue,” or similar button associated with this agreement, you (or your authorized agent, if applicable) expressly and explicitly acknowledge and agree that this is a binding agreement and hereby agree to the terms of this agreement and accept Ioterra’s offer to use the Ioterra Platform pursuant to the terms herein. If you are an employee or other representative entering into this agreement on behalf of a company or other legal entity, you hereby represent and warrant to Ioterra that you are (a) authorized to enter into this agreement on behalf of the company or entity and bind company or entity to the terms and conditions contained in this agreement; and (b) you are over the age of 18 years old, in which case the terms “you” or “your” shall refer to such company or entity and its affiliates. If you do not accept all the terms and conditions in this agreement or are not authorized to enter into this agreement on behalf of the company or entity, do not accept the terms of this agreement and do not access the Ioterra Platform. The Ioterra Platform is available only to individuals who are at least 18 years old.

  1. Definitions.

The following terms are used throughout these Terms of Use and have specific meanings. You should know what each of the terms means.

  1. The term “Service” refers to the services provided by Ioterra, including without limitation access to the Ioterra Platform, including Ioterra’s online community; Ioterra’s informational resources; vendor matching service, communication tools; and profile management. Ioterra does not serve as an employment agency. We provide a venue for our General Members to meet and exchange information with our Professional Members.
  2. The term “Agreement” (which may also be referenced herein as these “Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document.
  3. “Ioterra,” “We,” and “Us” refer to Ioterra, Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Professional Members are not part of, nor an affiliate of, Ioterra.
  4. “The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Ioterra Platform and/or the Services. A User may be a General Member, a Professional Member, both, or neither.
  5. “General Member” refer to 1) Users who have registered on Ioterra as a Free Member, Product Memer, Professional Member, Investor Member, or Solution Seller; 2) Users who are matched with Professional Members providing product development and manufacturing services for a fee (“Jobs”); and 3) Users who contract with Professional Members.
  6. “Professional Members” refer to registered Partners in the product development and manufacturing field who may communicate with and provide contracting or consulting work to General Members or fellow Professional Members. Professional Members are not the employees or agents of Ioterra. Please see Section 6 of this Agreement for more information about Professional Members.
  7. “Content” refers to content featured or displayed through or on the Ioterra Platform, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Ioterra Platform. Content includes, without limitation, User-Generated Content, which may be submitted by any Ioterra User (General Member or Professional Member).

  1. About the Ioterra Platform.

The Ioterra Platform provides an easy way to discover and engage with IoT-related development, component, and services firms to plan, build, and launch IoT product, and a platform for collaboration and communication between Professional Members and General Member seeking product development assistance. The Ioterra Platform provides access to Ioterra’s virtual community of Professional Members; and Professional Member matching services.

  1. Ioterra Is Not A Manufacturing Firm. Ioterra does not offer manufacturing services. Professional Members are not the employees or agents of Ioterra. Ioterra is not involved in agreements between General Members and Professional Members. At no point may Ioterra be held liable for the actions or omissions of any Professional Member performing services for You.
  2. Ioterra Is Not A Vendor Referral Service or Employment Agency. Ioterra is not vendor referral service or employment agency. While Ioterra does suggest one or more potential vendor matches based on information provided by a User, Ioterra does not select or endorse any individual Professional Member to service a General Member. Ioterra does not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Professional Member. Ioterra does not warrant or guarantee that Professional Members are covered by liability insurance. Ioterra encourages General Members to research any Professional Member before accepting professional services.
  3. Ioterra Does not Endorse Any of Its Users. Ioterra simply provides a Platform on which those seeking product development and manufacturing assistance may be matched with product development professionals. Ioterra does not endorse any of its Professional Members and does not sanction statements that Professional Members make on the Ioterra Platform.
  4. Ioterra Does Not Guarantee Results. From time to time, General Members may submit reviews of Professional Members; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future Professional Member work. Ioterra will have no responsibility or liability of any kind for any User-Generated Content you encounter on or through the Ioterra Platform, and any use or reliance on User-Generated Content is solely at your own risk.
  5. Use of Ioterra Does Not Create Confidential Relationship With Ioterra. Ioterra does not offer manufacturing services. Unless otherwise stated in this Agreement, no duty of confidentiality arises, through use of the Ioterra Platform. Ioterra is not liable for the actions or omissions of any Professional Member performing consulting services for you, including for Professional Member’s breach of confidentiality.

  1. General Member Responsibilities. 

You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account.

  1. General Member Account Security. If you sign up for the Ioterra Platform, you will create a personalized account which includes a unique username and a password to access the Services and to receive messages from Ioterra. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify Ioterra immediately of any unauthorized use of the account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.’
  2. Relationship with Professional Members. Because we cannot guarantee the fitness of any of our Professional Members for your specific needs, we encourage General Members to research any Professional Member before accepting professional advice. General Members may also request from the Professional Member a written services agreement specifying the terms, scope, limitations, and conditions of the work.
  3. No Reliance on User-Generated Content. User-Generated Content posted on the Ioterra Platform, such as posts or reviews, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate.
  4. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Ioterra Platform will be solely for purposes that are permitted by this Agreement; (iii) your use of the Ioterra Platform will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Ioterra Platform will comply with all local, state and federal laws, rules, and regulations, including all U.S. export lawas and regulations, and with all other Ioterra policies.

  1. Use and Conduct Restrictions. 

You are allowed to use the Ioterra Platform as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Ioterra Platform. We are not responsible for the content our users post, and we have the right to close accounts if we need to.

  1. The following are examples of uses that are prohibited on the Ioterra Platform or when using the Services:
    • Seeking, offering, promoting, or endorsing any services, content, or activities that:
      1. are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit in nature;
      2. would violate the intellectual property rights, such as and including copyrights, of another person, entity, service, product, or website;
      3. would violate these Ioterra’s Terms of Use or the terms of service of another website or any similar contractual obligations; or
      4. are harassing toward another person based on the person’s inclusion in a protected class as defined by applicable law;
    • Fraudulent or misleading uses or content, including:
      1. Fraudulently billing or attempting to fraudulently bill any General Member, including by (i) falsifying or manipulating or attempting to falsify or manipulate hours, (ii) reporting, recording, or otherwise billing General Members for time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;
      2. Misrepresenting your experience, skills, or information, including by representing another person’s profile, or parts of another person’s profile, as your own;
      3. Using a profile that misrepresents your identity or represents you as someone else;
      4. Impersonating any person or entity, or otherwise misrepresenting your affiliation with a person or entity;
      5. Falsely attributing statements to any Ioterra representative;
      6. Falsely stating or implying a relationship with Ioterra or with another company with whom you do not have a relationship;
      7. Allowing another person to use your account, which is misleading to other Users; or
      8. Expressing an unlawful preference in a post or proposal, or otherwise unlawfully discriminating on a protected basis;
    • Posting identifying information concerning another person;
    • Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
    • Duplicating or sharing accounts;
    • Selling, trading, or giving an account to another person without Ioterra’s consent;
    • Conduct or actions that could jeopardize the integrity of or circumvent the Ioterra Platform, Services or Ioterra’s proprietary information, including:
      1. Interfering or attempting to interfere with the proper operation of the Ioterra Platform or Services or any activities conducted on the Ioterra Platform;
      2. Bypassing any measures we may use to prevent or restrict access to the Ioterra Platform, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Ioterra Platform or the content therein;
      3. Attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Ioterra Platform;
      4. Using any robot, spider, scraper, or other automated means to access the Ioterra Platform for any purpose without our express written permission;
      5. Attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Ioterra Platform;
      6. Collecting or harvesting any personally identifiable information, including account names, from the Ioterra Platform;
      7. Attempting to or imposing an unreasonable or disproportionately large load (as determined in Ioterra’s sole discretion) on the Ioterra Platform’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Ioterra Platform that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Ioterra Platform or any software, firmware, hardware, computer system, or network of Ioterra or any third party;
      8. Accessing or attempting to access the Ioterra Platform or Services by any means or technology other than the interface provided;
      9. Framing or linking to the Website or Services except as permitted in writing by Ioterra.
      10. Attempting to or actually reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Ioterra Platform or Services unless expressly permitted by applicable law or Ioterra; or
      11. Accessing or using the Ioterra Platform or Services to build a similar service or application, identify or solicit Ioterra Users, or publish any performance or any benchmark test or analysis relating to the Ioterra Platform.
  2. Users Must Be Over Age 18. You represent that you are over the age of 18. Ioterra does not target our Content to children or teenagers under 13, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.
  3. No Liability for User Interactions; Ioterra May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service.
  4. Right to Terminate Accounts. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.

  1. User-Generated Content. 

You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.

  1. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Ioterra Platform (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Ioterra Platform, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.
  2. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
  3. Ioterra May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any Ioterra policy or is in any way harmful, inappropriate, or objectionable. Ioterra further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.
  4. Ownership of User-Generated Content. Except for Content that originates from Ioterra, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.
  5. License Grant. Solely to allow Ioterra to use Content you upload to the Ioterra Platform reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant Ioterra and our successors a worldwide, sublicenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with Ioterra’s business purpose. This license does not grant Ioterra the right to sell User-Generated Content or otherwise distribute it outside of the Ioterra Platform. This license will terminate at the time when the Content is removed from the Ioterra Platform.

  1. Professional Members. 

Professional Members are independent providers of product development and manufacturing services who offer to perform services for General Members. They are not employees of Ioterra.

  1. Contractual Relationship. If a Professional Member and General Member decide to enter into a service contract, the service contract is a contractual relationship directly between the Professional Member and General Member. Professional Member and General Member have complete discretion both with regard to whether to enter into a service contract with each other and with regard to the terms of any service contract. You acknowledge, agree, and understand that Ioterra is not a party to any service contracts, that the formation of a service contract between Users will not, under any circumstance, create an employment or other service relationship between Ioterra and any Professional Member or a partnership or joint venture between Professional Member and any User. With respect to any service contract, Professional Member and General Member may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand Ioterra’s rights and obligations under this Agreement. Ioterra is not responsible for ensuring the privacy of messages on our Service, and does not guarantee confidentiality. Communications requiring confidentiality should take place under a mutual non-disclosure agreement.
  2. User Responsibilities. Professional Members are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Ioterra Platform, including without limitation User-Generated Content, and any communications they may have with prospective General Members through the Ioterra Platform or the Service, fully comply with all applicable laws.

  1. Third Party Content. 

There may be content from third parties on the Ioterra Platform, such as links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.

  1. Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for Ioterra to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.
  2. No Responsibility For Third Party Content. As part of the Service, Ioterra may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Ioterra. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
  3. No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content.

  1. Copyright Infringement and DMCA Policy. 

If you believe that material located on or linked to by Ioterra violates your copyright, please notify Ioterra in accordance with our Digital Millennium Copyright Act Policy.

  1. Termination of Repeat Infringer Accounts. Ioterra respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of Ioterra or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
  2. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to Ioterra’s designated copyright agent at [email protected]
  3. Response to DMCA Take-Down Notices. If Ioterra takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to Ioterra. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as lumendatabase.org.
  4. Counter-Notices. If you believe that your User-Generated Content that has been removed from the Ioterra Platform is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content you submitted to the Website, you may send a properly formatted counter-notice to Ioterra’s copyright agent using the contact information set forth above.
  5. Response to DMCA Counter-Notices. If a counter-notice is received by Ioterra’s copyright agent, Ioterra may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.

  1. Intellectual Property Notice. 

Ioterra retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

  1. No Transfer. Ioterra retains ownership of all intellectual property rights of any kind related to the Ioterra Platform and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Ioterra Platform and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any Ioterra or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.
  2. Specifically, Ioterra, Ioterra.com, and all other trademarks that appear, are displayed, or are used on the Ioterra Platform or as part of the Service are registered or common law trademarks or service marks of Ioterra, Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Ioterra, except as an integral part of any authorized copy of the Content.

  1. Email Communications. 

We use email and electronic means to stay in touch with our users.

  1. Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from Ioterra in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Ioterra provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.
  2. Legal Notice To Ioterra Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute legal notice to Ioterra or any of our officers, employees, agents or representatives in any situation where notice to Ioterra is required by contract or any law or regulation.

  1. Termination. 

You may cancel this Agreement, terminate your membership, and close your account at any time. Termination of the Ioterra Service does not terminate other contractual relationships or obligations.

  1. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using Ioterra. If you wish to delete your User account data, please contact Ioterra at [email protected] We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile, including any personally identifiable information, within thirty (30) days.
  2. Ioterra May Terminate This Agreement. Ioterra may terminate your access to all or any part of the Ioterra Platform at any time, with or without cause, with or without notice, effective immediately.
  3. Relationships Between Professional Member And General Member Survive Termination. Termination of your relationship with Ioterra does not affect your contractual relationships with other Users facilitated through the Ioterra Service. All such legal, contractual, and ethical duties, obligations and responsibilities survive termination of the Ioterra relationship.
  4. Membership Fees. Except as otherwise specified herein any membership fees paid are non-refundable.
  5. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

  1. Limitation of Liability. 

We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.

  1. To the extent permitted by applicable law, in no event will Ioterra be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with Ioterra or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not Ioterra has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Ioterra will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

  1. Release and Indemnification.
  1. You agree to indemnify and hold harmless Ioterra from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Ioterra Platform and the Service, including but not limited to your violation of this Agreement.
  2. In addition to the recognition that Ioterra is not a party to any contract between Users, you hereby release Ioterra, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Professional Member services provided to General Member by a Professional Member and requests for refunds based upon disputes. TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” This release will not apply to a claim that Ioterra failed to meet our obligations under the Terms of Use.

  1. Modification of Terms of Use. 

Ioterra may amend this Agreement from time to time, and in Ioterra’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.


  1. Comments and Ideas. 

You may submit comments or ideas about the Ioterra Platform and Services, including without limitation about how to improve the Ioterra Platform and Services (collectively, “Ideas”). By submitting any Ideas, you agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not place Ioterra under any fiduciary or other obligation, (b) your Ideas do not contain the confidential or proprietary information of third parties, and (c) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Ioterra does not waive any rights to use similar or related ideas, including those known or developed by Ioterra or obtained from sources other than you.

  1. Miscellaneous. 

This Agreement is controlled by Nevada law. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or we are bought, we may transfer this Agreement, as long as your rights are protected. You may only agree to these terms if you are able to form a binding contract in your state. These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.

  1. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and Ioterra and any access to or use of the Ioterra Platform or the Service are governed by the federal laws of the United States of America and the laws of the State of Nevada, without regard to conflict of law provisions. You and Ioterra agree to submit to the exclusive jurisdiction and venue of the courts located in the County of Washoe, Nevada, except as provided below in this Agreement.
  2. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Ioterra to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
  3. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with Ioterra must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
  4. Except as otherwise required by law, if your account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Website and that that any closure of your account may involve deletion of any content stored in your account for which Ioterra will have no liability whatsoever. Ioterra, in its sole discretion and as permitted or required by law, may retain some or all of your account information.
  5. Arbitration. Should a dispute arise between you and Ioterra, we would like to provide you with a neutral and cost-effective means of resolving the dispute quickly. Therefore, for any claim (except for claims for injunctive or equitable relief or claims regarding intellectual property rights) under this Agreement , either party may elect to resolve any dispute arising under this Agreement through binding non-appearance-based arbitration. The party electing arbitration must initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  6. Non-Assignability. Ioterra may assign or delegate these Terms of Use and/or the Ioterra Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Ioterra’s prior written consent, and any unauthorized assignment and delegation by you is void.
  7. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.
  8. Complete Agreement. These Terms of Use, together with the Privacy Policy at https://www.Ioterra.com/privacy represent the complete and exclusive statement of the agreement and understanding between you and Ioterra. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Ioterra relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized Ioterra executive, or by the posting by Ioterra of a revised version.
  9. Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.

You acknowledge that you have read these Terms of Use, understand the Terms of Use, and will be bound by these terms and conditions.