TERMS OF USE

TERMS OF USE. innovativeopeningsolutions.com (hereinafter collectively referred to as “EHC”) makes available for your use information, documents, software and products (collectively “Materials”) and various services offered by EHC (collectively "Services") in conjunction with EHC clients (“Merchants”) who are businesses and business owners that engage EHC to provide web-based remote ordering services subject to the terms and conditions set forth in this document (“Terms of Use”). Our Merchant’s provide access to our Service on their websites and other websites (“Sites”). By accessing or using this client’s Sites, which includes your access to or use of any Materials or Services, you agree to be bound by these Terms of Use. If you do not wish to be bound by these Terms of Use, you may not access or use Materials, or any of the Services. By using the Materials or Service, you are agreeing to be bound by these Terms of Use as well as any Merchant’s terms of use for accessing their Site.

EHC may modify the Materials, Services and Terms of Use at any time without notice and such modifications shall be deemed effective immediately upon making such changes. Additionally, when using particular Services or Materials, you shall be subject to all posted agreements, guidelines or rules applicable to such Services or Materials that may contain terms and conditions in addition to those in the Terms of Use. All such guidelines or rules are hereby incorporated by reference into the Terms of Use.

BILLING AND REFUNDS Refunds for online orders must be requested directly from Merchants, and will be granted at the sole discretion of the Merchants. EHC will not be responsible for any disputed charges with any client or credit card companies. Any such inquiries should be directed to our Merchants. Credits for refunded credit card orders will only be placed on the credit card used for the original purchase.

SERVICE CHARGES, SURCHARGES, CHARGEBACKS AND INTERNET ACCESS CONNECTION FEES Access to the web or to a phone line or the Internet in order to receive the Service is the responsibility of your Service provider. EHC is not responsible for any monetary or other losses or damages arising from the orders that are not processed, completed or delivered or disputes arising from customer complaints. The inability to deliver the amount or quantity of orders placed through the Service will be the sole responsibility of the Merchant. In the event that the Merchant is overwhelmed with orders the Merchant can close access to the Service until such time that the orders can be fulfilled in a timely manner. EHC is not responsible if the Merchant chooses to close such access to the Service.

TRADEMARKS All corporate names, service marks, logos, trade names, trademarks, websites and domain names of EHC (collectively “Marks”) are and shall remain the exclusive property of EHC and nothing in this agreement shall grant you the license to use such Marks.

COPYRIGHT All Services and/or Materials found in the Site are protected by trademark, copyright, or other intellectual property laws. Any commercial use or copying of the Services and/or Materials found on the Website is strictly prohibited, without the express, prior, written consent of EHC. Any reproduction or redistribution of the Services and/or Materials not in accordance with the terms set forth herein is expressly prohibited by law, and may result in severe civil and criminal penalties.

USE OF SOFTWARE The software that is made available from this Site is the copyrighted work of EHC. Use of such software is governed by these Terms of Use and the terms set forth in the applicable end user license agreement. You may not reverse engineer, decompile or otherwise attempt to discover the source code of the software available on the Site. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED WITHOUT WRITTEN CONSENT FROM EHC.

YOUR CONDUCT You agree to use the Materials and Services for lawful purposes only. You are prohibited from posting on, or transmitting through, the Site any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane, hateful, discriminatory, or other objectionable material of any kind, including, without limitation, material that encourages unlawful conduct. If EHC believes, in its sole discretion, that you have engaged in any of the foregoing conduct, EHC may, (i) cause Merchant to remove such content from the Site; (ii) terminate or suspend your use of the Services and Materials; and/or (iii) forward the offensive materials, your communications and your personally identifiable information to the proper authorities for investigation or prosecution.

WARRANTIES AND DISCLAIMERS HYPERLINKS OR OTHER WEB PAGES ACCESSIBLE FROM THIS SITE WILL ENABLE YOU TO LEAVE THE SITE. THE LINKED SITES AND THE CONTENTS OF THE MERCHANT’S SITE ARE NOT UNDER THE CONTROL OF EHC AND EHC IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. EHC IS PROVIDING THESE LINKS TO YOU AT THE REQUEST OF MERCHANT ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY EHC OF SAID LINK OR THE SITE. EHC AND ITS AFFILIATES DO NOT CONTROL OR ENDORSE THE CONTENT OF THIRD PARTY WEBSITES. ALL SERVICES AND MATERIALS PROVIDED BY EHC ON THIS SITE ARE PROVIDED “AS IS”. EHC DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SERVICES OR MATERIALS, ANY TRANSACTION PERFORMED THROUGH THE SERVICES OR ON THE INTERNET GENERALLY. EHC SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. EHC DOES NOT WARRANT THAT THE SERVICES OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS OR INTERRUPTION NOR DOES EHC WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET OR THAT ANY DEFECTS IN THE SERVICES OR MATERIALS WILL BE CORRECTED. EHC DOES NOT GUARANTEE OR WARRANT THAT THE FILES AVAILABLE FOR DOWNLOADING FROM THE SITE WILL BE FREE OF INFECTION OR VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT CONTAINS CONTAMINATING OR DESTRUCTIVE PROPERTIES. YOU ARE RESPONSIBLE AND ARE URGED TO IMPLEMENT SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR THE RECONSTRUCTION OF ANY LOST DATA. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES, MATERIALS AND THE INTERNET.

FURTHERMORE, YOU ACKNOWLEDGE THAT EHC IS NOT RESPONSIBLE FOR ANY DISPUTES THAT ARISE REGARDING THE QUALITY, QUANTITY OR PRICE OF AN ITEM OR OTHER PRODUCTS YOU MAY ORDER FROM MERCHANT. EHC DOES NOT MAKE ANY WARRANTIES OF ANY KIND REGARDING THE QUALITY OF AN ITEM OR OTHER PRODUCTS YOU MAY ORDER FROM MERCHANT. ANY COMPLAINTS SHOULD BE DIRECTED TO MERCHANT.

LIMITATION OF LIABILITY IN NO EVENT WILL EHC BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS, DATA OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR MATERIALS, OR ANY TRANSACTIONS PROVIDED ON THE SERVICE OR DOWNLOADED OR HYPERLINKED FROM THE SITE, EVEN IF EHC OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH, OR HYPERLINKED FROM, THE SITE.

INDEMNITY. You agree to indemnify, defend and hold EHC, its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and any third party information providers to the Site, Services or Materials from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your improper use of any Services or Materials, or any violation of this Agreement by you. The provisions of this paragraph are for the benefit of EHC and its officers, directors, employees, agents, shareholders, licensors, suppliers, business partners and any third party information providers to the Site, Services or Materials. Each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

TERMINATION You agree that EHC, in its sole discretion, may terminate your use of the Services or Materials, for any reason, or no reason at all. EHC may also in its sole discretion and at any time discontinue providing the Materials, Services, or any parts thereof, with or without notice. You agree that any termination of your access to the Services or Materials may be effected without prior notice, and acknowledge and agree that EHC may immediately deactivate and/or bar any further access to the Services or Materials. Further, you agree that EHC shall not be liable to you or any third-party for any termination of your access to the Services or Materials.

GOVERNING LAW & JURISDICTION These Terms of Use shall be governed and construed in accordance with the laws of the State of Kentucky. You agree that in any legal action or proceeding between you and EHC for any purpose concerning this Agreement, you agree to submit to exclusive jurisdiction the federal and state courts of Kentucky and you expressly waive all defenses to jurisdiction. Any cause of action or claim you may have with respect to the Services or Materials must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. EHC’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Use. EHC may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

PERSONAL INFORMATION AND PRIVACY To learn about how EHC protects your personal information, refer to our Privacy Policy. Please note that any non-personal information or material sent to EHC will be generally be deemed to NOT be confidential.