1. This Agreement
1.1. InnoEngineer, Inc. is a software company that offers for your use software accessible through the website innoengineer.com. This document contains the terms by which you agree to be bound in return for InnoEngineer providing you access to the innoengineer.com website.
1.2. By checking the box labeled “I accept” during the registration process, or alternatively by using the innoengineer.com website, you agree to be bound by this agreement and each of the terms stated herein.
1.3. If you do not agree to be bound by the terms of this document, or if you cannot enter into a contract in the United States, the country in which you reside, or the country in which you are located while using the innoengineer.com website, you may not use the innoengineer.com website.

2. License Grant
2.1. InnoEngineer grants you a non-exclusive, worldwide, royalty-free license to use the innoengineer.com website. This license is granted for the sole purpose of enabling you to use the innoengineer.com website as allowed in these terms.
2.2. You may not copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of the innoengineer.com website or any part thereof.
2.3. This license is limited to use of the innoengineer.com website as allowed in this agreement. Any use outside the use allowed in this agreement is use outside the terms of your license.
2.4. You may not grant a license of any portion or the whole of the license granted to you; You may not grant a security interest in your license to use the innoengineer.com website, nor may you grant a security interest over your license to use the innoengineer.com website.

3. Types of Users of InnoEngineer.com
3.1. This agreement recognizes three categories of users of the innoengineer.com website:
3.1.1. Project Owners, persons, including corporations or other entities, that choose to identify themselves as “Project Owners” during the registration process. Project Owners typically seek engineers for projects they are managing.
3.1.2. Engineers, persons, including corporations or other entities, that choose to identify themselves as “Engineers” during the registration process. Engineers typically seek jobs on which to work.
3.1.3. Users, who are anyone who uses any means to view the computer code found at innoengineer.com. Users include Project Manager, Engineers, casual web browsers, and others.
3.2. Any term of this agreement that only applies to one category of users will be identified as applying only to that category of users in the text of that term. Any term of this agreement that does not identify itself as applying only to a specific category or specific categories of users will apply generally to any user of the innoengineer.com website.

4. Relationship Between InnoEngineer on the One Hand and Project Owners and Engineers On the Other
4.1. InnoEngineer is not a party to the agreements created between Project Owners and Engineers by which Engineers undertake to provide services to Project Owners. InnoEngineer does not verify any of the information provided by Project Owners or Engineers, nor is InnoEngineer required by statute, regulation, contract or law to do so.
4.2. Any information InnoEngineer provides about a Project Owner or Engineer is for the convenience of Users of innoengineer.com, and does not imply an endorsement or recommendation of the Project Owner or Engineer.
4.3. You agree that the value of the service InnoEngineer provides and therefore InnoEngineer's reputation and goodwill depends on the good faith performance by Project Owners and by Engineers of the respective duties their relationship creates. You therefore appoint InnoEngineer a third-party beneficiary of any agreement between You and another User of the innoengineer.com website arranged through the innoengineer.com website.

5. Project Posting
5.1. If you are a Project Owner, you may post a project to the innoengineer.com website and solicit Engineers to provide work on that project. Your project posting must include, at a minimum:
5.1.1. A project title;
5.1.2. A detailed description of the project;
5.1.3. Attachments and drawings related to the project;
5.1.4. Certain details of the project, including the category of work in which it should be placed, any deadline for submission of bids, and a budget amount
5.2. InnoEngineer may ask you to provide further documentation or information about the project, the purpose of such query being to assist you in finding an Engineer to work on the project.
5.3. InnoEngineer may, at its own discretion, post your project to the website innoengineer.com. Your submission of the project for InnoEngineer's consideration does not guarantee that it will be displayed on the innoengineer.com website. Further, InnoEngineer's decision to post the project to the innoengineer.com website does not guarantee that a Work Product will be found that is satisfactory to you.

6. Project Proposals
6.1. If you are an Engineer, you may propose to work on a project. As a part of such a proposal, you may desire to submit supporting work such as ideas, inventions, experiments, discoveries, processes, improvements to processes, sketches, drawings, computations, and other documents or items. Such work is called “Work Product.” Work product includes copies of any and all records indicating:
6.1.1. When you first developed the idea embodied in the work Product
6.1.2. When you first conducted any experiment validating such idea
6.1.3. Any patents, articles, or other publications relevant to the Work Product
6.1.4. InnoEngineer may, at its option, ask you to produce any such other materials or records as InnoEngineer deems necessary to evaluate you proposal.
6.2. InnoEngineer will make reasonable efforts to transmit relevant Work Product to the Project Owner of the project in support of which the Work Product was submitted. However, InnoEngineer is not required to transmit every Work Product submitted to the innoengineer.com website to a Project Owner.

7. Project Billing And Payment
7.1. The InnoEngineer.com billing and payment service allows Engineers to issue invoices and Project Owners to make payments on those invoices by way of the InnoEngineer.com website. The billing and payment service is for business use only.
7.2. Project Owners and Engineers must use the InnoEngineer.com billing and payment service to make all payments between the parties for work solicited through the InnoEngineer.com website. Project Owners and Engineers shall not circumvent the billing and payment service.
7.3. The Project Owner appoints InnoEngineer.com as its agent for the holding of and disbursement of fees to Engineers through the billing and payment system, and for obtaining the funds and transferring funds to the recipient thereof. InnoEngineer.com shall act according to the direction and requirements of the Project Owner. InnoEngineer.com shall hold Project Owner funds separate from its corporate operating accounts, and shall not voluntarily make those funds available to its creditors in the event of a bankruptcy or for any other purpose.
7.4. InnoEngineer.com holds legal title to the funds only as provided in the United States Bankruptcy Code, Section 541(d). InnoEngineer.com holds no equitable interest in monies it controls in the billing and payment system.
7.5. InnoEngineer.com is not a bank. Money stored in the billing and payment system are not insured deposits. Project Owners shall not receive interest on their funds in the billing and payment system.
7.6. InnoEngineer.com acts solely as payment provider, and has no control over the services or quality thereof that Engineers provide; InnoEngineer.com has no control over whether a Project Owner or Engineer will actually complete a transaction contemplated.
7.7. InnoEngineer.com is not the agent of a Project Owner or Engineer with respect to the services purchased or sold through the InnoEngineer.com website. Users' use of the billing and payment system does not modify any warranty, warranty disclaimer, or limitation of liability expressed in this agreement.
7.8. InnoEngineer.com is not a party to any dispute between Project Owners and Engineers. Project Owners and Engineers shall use InnoEngineer.com's dispute resolution process for resolving disputes between them. Project Owners. InnoEngineer.com will attempt to take the actions described in the dispute resolution policy, but will not be obligated to take any such action or to take any action to resolve the dispute between the parties.
7.9. InnoEngineer.com may charge a fee to either Project Owners or Engineers or both for use of the billing and payment service. Project Owners and Engineers shall pay such fee InnoEngineer.com in return for their use of the service.

8. Prohibitions On Use And Disclosure
8.1. During the period in which you have granted InnoEngineer a license to the Work Product, you shall not:
8.1.1. Use the Work Product yourself or
8.1.2. Allow any third-party to use the Work Product
8.1.3. Disclosing the Work Product or the existence of the work product to any third-party.

9. Work Product License Grant
9.1. By submitting Work Product in support of a proposal you grant to the Project Owner of the project for which you submitted the Work Product the following rights from the time of your submission of the Work Product until ninety days after the Project Owner receives the Work Product.
9.1.1 An exclusive option to acquire exclusive rights to the Work Product for use in connection with the project;
9.1.2 A non-exclusive, worldwide, royalty-free license to use, copy, distribute, and create derivative works of any information needed to evaluate the Work Product.
9.2. By submitting Work Product in support of a proposal you further grant to InnoEngineer a non-exclusive, worldwide, royalty-free license to use, copy distribute, and create derivative works of the Work Product for the purpose of operating the Site, and providing the services described herein.

10. Acceptance of Work Product
10.1. If you are a Project Owner, your acceptance of the work product is governed by the following terms:
10.1.1. InnoEngineer will make reasonable efforts to transmit relevant Work Product to you.
10.1.2. You will have thirty days after the submission deadline to test and evaluate all Work Product that has been transmitted to you. On completion of the thirty day period, you must chose zero, one, or more of the submitted Work Product for application to your project.
10.1.3. You may extend that thirty day period up to a total of ninety days upon prior approval from InnoEngineer.
10.2. If you are an Engineer, the acceptance of your work product by a Project Owner is governed by the following terms:
10.2.1. The Project Owner, at his or her or its sole discretion, may decide to use the Work Product for the project posted.
10.2.2. If the Project Owner decides to use the work product, the following things will happen:
10.2.2.1. The Project Owner will pay you a fee, described below.
10.2.2.2. You assign all rights, title, and interest in the Work Product or that part of the Work Product the Project Owner requested.

11. Fees
11.1. Within thirty days after accepting a Work Product, a Project Owner must pay the agreed upon fee for that Work Product in U.S. Dollars, to InnoEngineer, by check or by money order.
11.2. Within thirty days of its receipt of payment for a Work Product, InnoEngineer will pay the agreed upon fee for that Work Product to the Engineer who created the Work Product.

12.Your Warranties
12.1. You warrant that the email address you provide to InnoEngineer is an active email account that you have access to.
12.2. You warrant that you are not using the innoengineer.com website to further any illegal purpose.
12.3. You warrant that any project you post on the innoengineer.com website is not illegal, and further that any project you post on the innoengineer.com website does not require illegal activities to complete.
12.4. You warrant that all information you have provided to InnoEngineer is true, is accurate, is current, and is complete.
12.5. You represent that you are the owner of any work product you provide on a project created on the innoengineer.com website, unless otherwise disclosed in the work product.
12.6. You are not obligated to assign any of your rights in your work product to any third-party.
12.7. Your work product does not violate the intellectual property rights of any third party.
12.8. You are not aware of any claim that your work product violates the intellectual property rights of any person or entity.
12.9. There is no encumbrance, whether a security interest, lien, or other encumbrance, on the work product.
12.10. You have the right to transfer all rights in the work product.

13. InnoEngineer's Disclaimer of Warranties
InnoEngineer disclaims any warranty in the service provided at innoengineer.com, whether express or implied, including specifically the following disclaimers, but not limited thereby:
13.1. InnoEngineer disclaims any warranty that access to the website will be uninterrupted or error free.
13.2. InnoEngineer disclaims any warranty of title in the innoengineer.com website.
13.3. InnoEngineer disclaims any express or implied warranties of merchantability or warranties of fitness for a particular purpose.

14. Limitation of Recovery
Your recovery in any action arising out of or related to the relationship this agreement creates, including tort claims, is limited to the amount you have paid to InnoEngineer in fees.

15. Contract Governance
15.1. InnoEngineer may provide notices related to this agreement, including notices that this agreement has been amended, by email or by posting such notice to its website. You may provide notices related to this agreement in writing, sent by first class mail, nationally recognized overnight express service, or courier, to InnoEngineer at the following address: InnoEngineer, Inc. 1648 Westwind Way, Tysons Corner, VA 22102 United States
15.2. InnoEngineer may terminate this agreement and your access to the innoengineer.com website immediately for any breach of this agreement or for any use of the innoengineer.com website that InnoEngineer reasonably believes is contrary to the terms of this agreement, whether a breach of the agreement or not, or is contrary to the purpose of this agreement.
15.3. The language of this agreement is English. Any notice given under this agreement must be in English.
15.4. Should you commence any legal proceeding against InnoEngineer, including any legal proceeding presenting a tort claim, arising out of or related to this agreement. You may only bring that proceeding in the United Stated District Court for the Eastern District of Virginia or a court of the Commonwealth of Virginia sitting in Fairfax County. You hereby submit to the nonexclusive jurisdiction of those courts for purposes of any such proceeding.
15.5. You hereby waive any claim that a legal proceeding, including any legal proceeding presenting a tort claim brought in accordance with section 14.4 of this agreement has been brought in an inconvenient forum or that the venue of that proceeding is improper.
15.6. Any failure of InnoEngineer to insist in any instance on the strict performance of any provision of this agreement will not be construed as a waiver of such provision.
15.7. This agreement represents the complete agreement between the parties, replacing any prior or contemporaneous agreement between the parties on the subject matter of the agreement.
15.8. This agreement may only be modified in a writing, of which the other party has been notified in the manner required in this agreement, and to which the other party has consented in the manner required in this agreement.
15.9. You may not assign the rights this agreement grants you. Nor may you delegate the duties this agreement assigns to you.