These Terms and Conditions (“Agreement”) constitute a legally binding agreement made between you (“Licensee”), whether personally or on behalf of an entity, and Innershell Solutions Corp (“Innershell”) concerning your access to and use of the HTTPS://INNERSHELL.COM website as well as any other medial form, media channel, mobile website, mobile application, or desktop application related, linked, or otherwise connected thereto (collectively, the “Product”).

You agree that by accessing the Product, you have read, understood, and agree to be bound by ALL of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PRODUCT AND YOU MUST DISCONTINUE USE IMMEDIATELY.

  1. Subject of Agreement. This Agreement governs Licensee’s use of the Product consisting of executable files in machine code, source code files, object code, script files, data files, and all Product resources, documentation, and updates accessed from a network, downloaded from, or provided by Innershell.
  2. Software License. Subject to the terms and conditions hereof, including the continued payment of License Fees, Innershell grants Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide limited license access, download, install, or use the Software for Licensee’s internal business purposes, including educational use, commercial use, or evaluation, and solely in accordance with this agreement. Innershell reserves all rights not expressly granted in this license.
  3. Fees. Fees and dates for invoicing such fees are specified in EXHIBIT A. Customer shall pay Innershell all applicable fees net thirty (30) days from the date of invoice. In the case of payment disputes, License shall be obligated to pay all undisputed amounts during the resolution of the dispute.
  4. Governing Law. This Agreement, its interpretation, performance, and enforcement, and the rights and remedies of the Parties hereto shall be governed and construed according to the laws of the Province of Alberta, without regard to or application of choice-of-law rules or principles.
    1. The Parties consent to the personal jurisdiction of such courts and laws in any such proceeding. The parties hereto mutually acknowledge and agree that they shall not raise, in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with the forgoing.
    2. If a legal action or proceeding is commenced by either party in connection with the enforcement of this Agreement, the prevailing party shall be entitled to its costs and attorneys’ fees actually incurred in connection with such action or proceeding.
  5. Applicable Laws. This Agreement is subject to all valid present and future laws, rules, and orders of federal, provincial, state, or local (and any applicable foreign equivalents) government authorities now and hereafter having jurisdiction over the Parties, this Agreement, or the services performed under this Agreement.
  6. Waiver. The waiver by any Party hereto of a breach of any provision of this agreement shall not operate or be construed as a waiver of any other or subsequent breach.
  7. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted, and the remainder of this Agreement shall remain in full force and effect.
  8. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
  9. Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties, it being understood that all parties need not sign the same counterpart.
  10. Rights and Responsibilities.
    1. Licensee acknowledges that Innershell controls all right, title, and interest in the Products and all intellectual property rights relating hereto, which are provided to Licensee under this Agreement are copyrighted and licensed, not sold, by Innershell.
    2. Licensee may not do any of the following: (a) modify or adapt any part of the Products, except to the extent allowed in the documentation accompanying the Product; (b) rent, lease, lend, re-distribute, or encumber the Products; (c) remove or alter any proprietary legends or notices contained in the Products; (d) decompile, reverse engineer, manufacture, or create derivative works of the Products (except to the extent permitted by applicable law); (e) disclose or provide access to any Products to any third-party; or (f) enable or permit any third-party to engage in any of the acts prohibited under this section.
    3. No right, title or interest in or to any Innershell trademark, service mark, logo or trade name or its licensors is granted under this Agreement without the prior written consent of Innershell.
  11. Warranty Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION AND IN THIS AGREEMENT (WHICH APPLY ONLY TO THE SOFTWARE OR GOODS OR SERVICES DESCRIBED IN THIS AGREEMENT) ARE THE ONLY WARRANTIES MADE BY EITHER PARTY. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, NON-INFRINGEMENT, OR OTHERWISE. NEITHER PARTY WARRANTS THAT THE SOFTWARE IS OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. Innershell warrants that the Software shall perform materially in accordance with the specifications contained in the then Documentation that relates to the Product. In the event of any breach of the warranty during the term of this Agreement, Innershell shall, at its sole liability and Licensee’s sole remedy (in addition to any termination right that may arise from such warranty breach), diligently remedy such deficiencies that cause the Produt not to conform to tis warranty.
  12. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates, and the respective directors, officers, employees, agents, representatives, of each of the foregoing from any and all claims, losses, liabilities, damages, costs, and expenses (including attorney’s fees, court costs, fines, and government fees) arising from or relating to any third-party claims that Indemnitor caused physical injury or death to any person or damage to any tangible property to the extent resulting from the negligent or wrongful acts or omissions of indemnitor, its employees, agents, or contractors (“Covered Claim”) provided that claims based on the design, programming, operation, or performance of the Products are excluded from coverage hereunder.
  14. Third-Party Software. Licensee agrees to be bound by all of the terms and conditions applicable to any third-party software licenses to software items embedded in or distributed with the Products. Innershell may provide certain notices to Licensee in the Products’ documentation, code comments, readmes or notice files in connection with such third party technology. Third party technology will be licensed to Licensee either under the terms of this Agreement or, if specified in the documentation, readmes or notice files, under Separate Terms. Licensee’s rights to use Separately Licensed Third Party Technology under Separate Terms are not restricted in any way by this Agreement. However, for clarity, notwithstanding the existence of a notice, third party technology that is not Separately Licensed Third Party Technology shall be deemed part of the Products and is licensed to Licensee under the terms of this Agreement.
    1. “Separate Terms” refers to separate license terms that are specified in the Products’ documentation, readmes or notice files and that apply to Third-Party Software. 
    2. “Third-Party Software” refers to third party technology that is licensed under Separate Terms and not under the terms of this Agreement.
  15. Export Control. Licensee agrees to comply with export laws and regulations governing Licensee’s use of the Products (including technical data) provided under this Agreement. Licensee agrees that no data, information, and/or Products (or direct products thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. Licensee shall indemnify and hold Innershell harmless from any claim arising out of a breach of Export Control.
  16. U.S. Government End Users. Any Products, documentation, and/or related materials delivered to the U.S. Government End Users are “commercial items” pursuant to the applicable Federal Acquisition Regulation and agency-specific supplemental regulations. As such, use, duplication, disclosure, modification, and adaptation of the Products, documentation, and/or related materials, shall be subject to applicable license terms and license restrictions. No other rights are granted to the U.S. Government.
  17. Term & Termination. The Agreement commences on the Effective Date of this Agreement and remains effective for five (5) years from the effective date. Licensee rights under this Agreement will terminate immediately without notice if there is a material breach or any action by Licensee in derogation of Innershell’s and/or its licensors’ rights to the Products. Sections 4 onwards, inclusive, will survive termination of the Agreement.
    1. Innershell may terminate this Agreement immediately should any part of the Products become or in Innershell’s reasonable opinion likely to become the subject of a claim of intellectual property infringement or trade secret misappropriation. Upon termination, Licensee will cease use of, return, and destroy all copies of the Products under Licensee’s control and confirm compliance in writing to Innershell, except to the extent that such materials must be retained as a matter of law.
    2. Neither termination of this Agreement nor any deletion or removal of the Products shall limit any obligations Licensee may have to Innershell, or any rights and/or remedies that Innershell may have with respect to any past or future infringing use of the Products (including but not limited to any use of the Products outside the scope of the license provided in the Agreement).
    3. Upon termination, all fees or charges currently due shall immediately become due and payable.
  18. Miscellaneous. This Agreement is the entire agreement between the Licensee and Innershell relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgement, or other communication between the parties relating to its subject matter during the term of this Agreement.
    1. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate. 
    2. This Agreement will be construed under the laws of the Province of Alberta. Licensee and Innershell agree to submit to the exclusive jurisdiction of, and venue in, the courts of Edmonton in Alberta in any dispute arising out of or relating to this Agreement. 
    3. If a legal action or proceeding is commenced by either party in connection with the enforcement of this Agreement, the prevailing party shall be entitled to its costs and attorney fees actually incurred in connection with such action or proceeding.


The Fees payable by Licensee to Innershell in consideration of the Services shall consist of the following:

  1. License Fee. Flat fee of $10,000 per year billed monthly/annually.
  2. Hourly Rate. $200/hour for any additional services not set forth in this agreement. Fees to be invoiced and billed monthly as incurred.
  3. Late Fees. 5% per month (or the maximum amount or rate allowed by law) for all amounts not received by the due date. Late fees shall accrue, invoiced, and billed monthly.
  4. Taxes. Sales, use, value-added, or other taxes, federal, provincial, state, or otherwise, however designated, which are levied or imposed by reason of transactions contemplated herein.
  5. User Training. Hourly rate.
  6. Travel. Billed at cost.
  7. Fee Increases. After the first 12 months of the Agreement, all fees shall be increased to the greater of three percent (3%) or the increase in the Consumer Price Index, All Urban Consumers.