Terms and Conditions

Vendors are independent contractors, not employees, agents, partners, or joint venturers of INNIT. INNIT does not supervise, direct, or control the manner in which Vendors provide their Services. Nothing in these Terms shall be construed to create an employment relationship, agency, partnership, or joint venture between INNIT and any Vendor.

Vendors retain full discretion over how they deliver their Services, including scheduling, staffing, pricing, and the manner of service delivery. INNIT's role is limited to providing a technology platform that connects Vendors with Clients.

Vendors are solely responsible for all taxes, including income taxes, self-employment taxes, sales taxes, and any other applicable taxes arising from payments received through the Platform. INNIT does not withhold taxes on behalf of Vendors. Where required by law, INNIT may issue tax reporting documents (e.g., Form 1099) to Vendors.

To register as a Vendor, you must: (a) be at least 18 years of age; (b) have the legal right to offer and deliver the Services described in your Listing; (c) hold all licenses, permits, certifications, and insurance required by applicable federal, state, and local law to operate your business; and (d) not be prohibited from entering into contracts under applicable law.

You agree to provide accurate, complete, and current information during registration and to update your information promptly if it changes. INNIT reserves the right to suspend or terminate any account where inaccurate information is discovered.

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify INNIT immediately of any unauthorized use of your account.

INNIT charges a 10% transaction fee on the total value of each successful Booking processed through the Platform. The Transaction Fee is deducted from the amount paid by the Client before remittance to the Vendor. By listing on the Platform, Vendors expressly acknowledge and agree to this fee structure.

A Booking is considered "successful," and the Transaction Fee becomes due, when: (a) a Client completes payment for a Booking through the Platform; and (b) payment is confirmed and funds are cleared. The Transaction Fee is not contingent upon the actual delivery or completion of the Services.

INNIT will remit payment to Vendors net of the Transaction Fee within the timeframe specified in the Vendor's account dashboard. INNIT reserves the right to withhold remittance in the event of a payment dispute, chargeback, or suspected fraud pending resolution.

In the event of a chargeback, payment reversal, or Client-initiated refund, the Transaction Fee already remitted to INNIT will not be returned to the Vendor. Vendors are solely responsible for resolving disputes with Clients regarding service quality and may be required to issue refunds at their own cost.

INNIT reserves the right to modify the Transaction Fee upon 30 days' written notice to Vendors. Continued use of the Platform following such notice constitutes acceptance of the revised fee.

Each Vendor is responsible for clearly stating their cancellation policy in their Listing. In the absence of a stated policy, the following default applies: cancellations by the Client more than 72 hours before the Booking date are eligible for a full refund; cancellations within 72 hours of the Booking date are non-refundable.

If a Vendor cancels a confirmed Booking, the Vendor must provide prompt notice to INNIT and to the affected Client. The Client will receive a full refund. Repeated cancellations by a Vendor may result in suspension or removal from the Platform.

INNIT is a marketplace facilitator and is not the merchant of record for Vendor services. Refund obligations for service quality, non-delivery, or Vendor-side cancellations rest solely with the Vendor. INNIT may, at its discretion, assist in facilitating refunds but assumes no obligation to do so.

Neither party will be liable for failure to perform due to causes beyond their reasonable control, including natural disasters, government actions, public health emergencies, or other events of force majeure. INNIT will work with Vendors and Clients to arrange rescheduling where possible.

Vendors and Clients agree not to use the Platform to identify each other and then transact outside the Platform in order to avoid the Transaction Fee. This prohibition applies to any transaction between a Vendor and a Client introduced through the Platform within a 12-month lookback period from the date of introduction (the "Lookback Period").

If a Client and Vendor introduced through the Platform complete a transaction outside the Platform during the Lookback Period, the Vendor agrees to pay INNIT the applicable Transaction Fee on the full value of such transaction. INNIT reserves the right to audit and enforce this provision.

In the event of a circumvention violation, INNIT may: (a) charge the applicable Transaction Fee; (b) suspend or permanently remove the Vendor or Client from the Platform; and (c) pursue any other legal remedies available.

INNIT owns all right, title, and interest in and to the Platform, including all software, design, trademarks, trade names, logos, and proprietary content developed by INNIT. Nothing in these Terms grants Vendors or Clients any ownership interest in the Platform.

By submitting Content to the Platform, Vendors grant INNIT a non-exclusive, royalty-free, worldwide, sublicensable, perpetual license to use, reproduce, distribute, publicly display, and create derivative works from such Content for the purposes of operating, marketing, and promoting the Platform and INNIT's services. Vendors retain ownership of their original Content.

Vendors are solely responsible for ensuring that all Content they submit to the Platform does not violate any third-party intellectual property rights. INNIT reserves the right to remove any Content that is alleged to be infringing without prior notice.

Vendors may state that they are "listed on INNIT" or "featured on INNIT" for promotional purposes, but may not use the INNIT logo, wordmark, or brand assets without prior written consent from INNIT.

INNIT is a technology marketplace and is not a party to any transaction between Vendors and Clients. INNIT does not provide, supervise, or guarantee any Services offered by Vendors. INNIT makes no representations or warranties regarding the quality, safety, legality, or outcome of any Vendor's Services.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED ACCESS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNIT'S TOTAL LIABILITY TO ANY VENDOR OR CLIENT FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL TRANSACTION FEES PAID BY OR ON BEHALF OF THAT PARTY TO INNIT IN THE 90 DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL INNIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, EVEN IF INNIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The limitations of liability in this Section reflect a fair allocation of risk and form an essential basis of the bargain between the parties. INNIT would not provide the Platform without these limitations.

Vendors agree to indemnify, defend, and hold harmless INNIT and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Vendor's Services; (b) any personal injury, property damage, or other harm caused by the Vendor or the Vendor's personnel; (c) the Vendor's breach of these Terms; (d) the Vendor's violation of any applicable law; (e) any claim that the Vendor's Content infringes a third party's intellectual property rights; or (f) any food safety incident, health code violation, or regulatory matter arising from the Vendor's operations.

Clients agree to indemnify, defend, and hold harmless INNIT and its officers, directors, employees, agents, and successors from and against any claims arising from: (a) the Client's misuse of the Platform; (b) the Client's breach of these Terms; or (c) the Client's violation of any applicable law.

INNIT reserves the right to suspend or terminate any Vendor's or Client's access to the Platform, with or without cause, upon reasonable notice. In cases of serious violations (including but not limited to safety incidents, fraud, or repeated circumvention), INNIT may terminate access immediately and without prior notice.

Vendors may deactivate their account and remove their Listing at any time through the Platform dashboard. Deactivation does not affect obligations with respect to confirmed Bookings existing at the time of deactivation. Vendors remain liable for delivering Services for all confirmed Bookings made prior to deactivation.

Upon termination, Vendors' access to the Platform will cease. INNIT may retain copies of Content as required by law or for legitimate business purposes. The Transaction Fee obligation and all indemnification, limitation of liability, and dispute resolution provisions survive termination.

Before initiating any formal dispute proceeding, parties agree to attempt to resolve disputes informally by contacting INNIT at legal@get-innit.com. INNIT will attempt to address the issue within 30 days.

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or any Booking shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, rather than in court. The arbitration shall be conducted in New York, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. For any matters not subject to arbitration, the parties consent to exclusive jurisdiction in the state and federal courts located in New York County, New York, as the principal place of business of Innit OS, Inc.

Notwithstanding the arbitration clause, either party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, including in cases of intellectual property infringement or circumvention.

INNIT's collection and use of personal data is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to INNIT's data practices as described in the Privacy Policy.

INNIT collects information you provide during registration, Listing creation, and Booking, including business details, contact information, and payment information. This data is used to operate the Platform, facilitate Bookings, and improve our services.

Vendors agree not to use Client data obtained through the Platform for any purpose other than fulfilling the applicable Booking. Vendors may not sell, share, or market to Clients using data obtained through the Platform without the Client's explicit consent.

By registering on the Platform, you consent to receive transactional and operational communications from INNIT. You may opt out of marketing communications at any time.

These Terms, together with the Privacy Policy and any other policies referenced herein, constitute the entire agreement between you and INNIT with respect to the Platform and supersede all prior agreements, understandings, and representations.

If any provision of these Terms is found to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

INNIT's failure to enforce any provision of these Terms shall not constitute a waiver of INNIT's right to enforce that provision in the future.

You may not assign or transfer your rights or obligations under these Terms without INNIT's prior written consent. INNIT may assign these Terms in connection with a merger, acquisition, or sale of assets.

Legal notices to INNIT should be sent to: Innit OS, Inc., c/o Columbia Startup Lab, New York, NY 10027, or by email to legal@get-innit.com. Notices to Vendors and Clients will be sent to the email address on file with your account.

INNIT shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, or internet outages.