Ideagist

IdeaGist Terms of Service Agreement

Last Modified: September 1, 2015

Thank you for using IdeaGist.com! These terms of service (the “Terms”) govern your access to and use of www.IdeaGist.com, IdeaGist Mobile App, IdeaGist Desktop App and any other services (the “services”)  provided by IdeaGist Inc., (“we” or “our” or the “IdeaGist”), so please carefully read them before using the Services.

By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with IdeaGist and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.

<![if !supportLists]>1.   <![endif]>Your Stuff & Your Privacy

By using our Services you provide us with information, ideas, files and pictures, that you submit to IdeaGist (together, “your stuff”). You retain full ownership to your stuff. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Services, as explained below.

We may need your permission to do things you ask us to do with your stuff, for example, hosting your idea, or sharing them at your direction. This includes product features visible to you, for example, Idea View or Idea Dashboard. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Arvixe Inc., which provides our hosting servers (again, only to provide the Services).

To be clear, aside from the rare exceptions we identify in our Privacy Policy, no matter how the Services change, we won’t share your content with others, except when ordered by a court, for any purpose unless you direct us to. How we collect and use your information generally is also explained in our Privacy Policy.

You are solely responsible for your conduct, the content of your ideas, files, plans pictures, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

We may choose to review public content for compliance with our community guidelines, but you acknowledge that IdeaGist has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.

<![if !supportLists]>2.   <![endif]>Sharing Your Stuff

The Services provide features that allow you to share your idea with others or to make it public. There are many things that users may do with that idea (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. IdeaGist has no responsibility for that activity. You also agree that your profile on Ideagist will be visible to all users, except Account Settings, Payment Information, Interface Preferences and Contact Information.

<![if !supportLists]>3.   <![endif]>Your Responsibilities

Ideas and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not IdeaGist, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service.

You, and not Us, are responsible for maintaining and protecting all of your stuff. We will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff.

If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current.

<![if !supportLists]>4.   <![endif]>Service Eligibility

To use the Services, you agree that: (1) you must be the “Minimum Age” (defined below) or older; (2) you will only have one Ideagist account, which must be in your real name; and (3) you are not already restricted by Ideagist from using the Services.

“Minimum Age” means (a) 18 years old for the People’s Republic of China, (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However, if law requires that you must be older in order for Ideagist to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13.

<![if !supportLists]>5.   <![endif]>Account Security

You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Us of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to IdeaGist, it is your responsibility to use a secure encrypted connection to communicate with the Services.

<![if !supportLists]>6.   <![endif]>Software and Updates

Some use of our Service requires you to download a client software package or Mobile Phone App (“Software”). We hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.

<![if !supportLists]>7.   <![endif]>IdeaGist Property and Feedback

These terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the IdeaGist trademarks, logos, domain names, or other brand features.

<![if !supportLists]>8.   <![endif]>Acceptable Use Policy

You will not, and will not attempt to, misuse the Services, and will use the Services only in a manner consistent with the IdeaGist Acceptable Use Policy. You also agree to follow the Community Guidelines, posted by every community, you join on Ideagist Platform. This contract and all its components will get precedence over any Community Guidelines.

<![if !supportLists]>9.   <![endif]>Copyright

IdeaGist respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

IdeaGist Copyright Agent

C/O Bir Ventures USA Ltd.

7900 International Drive, Suite 300

Bloomington, MN 55425

Email: legal@IdeaGist.com

<![if !supportLists]>10. <![endif]>Other Content

The Services may contain links to third-party websites or resources. IdeaGist does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

<![if !supportLists]>11. <![endif]>Your Dealings with other users

When inviting other users to your idea or engaging with them in any kind of deal, you are solely responsible for any legal documentation to protect your interests. Ideagist does not offer any guarantees on the authenticity of users’ credentials or claims nor Ideagist can enforce any deals between the two parties. We strongly suggest that you perform your own due diligence before entering into any agreement with another Ideagist user and properly document any understanding between the parties.

<![if !supportLists]>12. <![endif]>Use of Gist-Points

Ideagist site offers a points exchange system by the name of Gist-Points. Use of Gist-Points in exchange of favors is solely for entertainment purposes. Ideagist has no liability towards exchanging Gist-Points in any currency and Ideagist does not take any financial liability towards the balance of your points. If there is dispute between two parties on any claim of Gist-Points, the person granting the points will have 30 days to claim their points back without any question. Every claim must be filed with a processing fee of $25. You agree to accept Ideagist decision as final on such disputes.

<![if !supportLists]>13. <![endif]>Termination

Though we’d much rather you stay, you can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

Administrator of independent communities, hosted on Ideagist platform, have full right to suspend or terminate the membership of any user, with or without cause. Termination from one community will not automatically result in terminating your account on Ideagist. Ideagist has no control over who is given access or not on any of the community sites.

<![if !supportLists]>14. <![endif]>IdeaGist is Available “AS-IS”

Though we want to provide a great service, there are certain things about the service we can’t promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (We are not shouting- it’s just that these disclaimers are really important, so we want to highlight them). IdeaGist will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

<![if !supportLists]>15. <![endif]>Arbitration, Applicable Law, Jurisdiction and Notices

In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, and you are resident of the United States, both you and us hereto shall use our best efforts to settle the dispute, claim, question, or disagreement. To this effect, you and us shall consult and negotiate with each other in good faith and, recognizing our mutual interests, attempt to reach a just and equitable solution satisfactory to both of us. If you and us do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

In the event of any controversy or claim arising out of or relating to this contract and you are not a resident of the United States, you and us hereto shall consult and negotiate with each other and, recognizing our mutual interests, attempt to reach a solution satisfactory to both parties. If you and us do not reach settlement within a period of 60 days, then either party may, by notice to the other party and the International Centre for Dispute Resolution, demand mediation under the International Mediation Procedures of the International Centre for Dispute Resolution. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution.

You agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts of Santa Clara County, California, USA, and we each agree to personal jurisdiction in those courts.

If a court with authority over this Agreement finds any part of it not enforceable, you and us agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. To the extent allowed by law, the English version of this Agreement is binding and other translations are for convenience only. This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don’t act to enforce a breach of this Agreement, that does not mean that Ideagist has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (or your membership or use of Services) to anyone without our consent. However, you agree that Ideagist may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Agreement.

You agree that these arbitration, applicable law and jurisdiction clauses will also govern any relationship between you and another Ideagist user, unless another contract between you and the others user establishes an independent relationship.

We reserve the right to change the terms of this Agreement and will provide you notice if we do and we agree that changes cannot be retroactive. If you don’t agree to these changes, you must stop using the Services.

You agree that the only way to provide us legal notice is at following addresses:

IdeaGist Legal Team

C/O Bir Ventures USA Ltd.

7900 International Drive, Suite 300

Bloomington, MN 55425

Email: legal@IdeaGist.com

<![if !supportLists]>16. <![endif]>Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL IDEAGIST, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT IDEAGIST HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO IDEAGIST WITIN THE PAST THREE MONTHS OF THE SERVICES IN QUESTION, FROM THE DATE OF FILING SUCH CLAIM. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

<![if !supportLists]>17. <![endif]>Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.

<![if !supportLists]>18. <![endif]>Miscellaneous Legal Terms

These Terms constitute the entire and exclusive agreement between you and IdeaGist with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. IdeaGist’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but IdeaGist may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. IdeaGist and you are not legal partners or agents; instead, our relationship is that of independent contractors.

IdeaGist Terms of Service Agreement

Last Modified: September 1, 2015

Thank you for using IdeaGist.com! These terms of service (the “Terms”) govern your access to and use of www.IdeaGist.com, IdeaGist Mobile App, IdeaGist Desktop App and any other services (the “services”)  provided by IdeaGist Inc., (“we” or “our” or the “IdeaGist”), so please carefully read them before using the Services.

By using the Services you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.

You may use the Services only in compliance with these Terms. You may use the Services only if you have the power to form a contract with IdeaGist and are not barred under any applicable laws from doing so. The Services may continue to change over time as we refine and add more features. We may stop, suspend, or modify the Services at any time without prior notice to you. We may also remove any content from our Services at our discretion.

<![if !supportLists]>1.   <![endif]>Your Stuff & Your Privacy

By using our Services you provide us with information, ideas, files and pictures, that you submit to IdeaGist (together, “your stuff”). You retain full ownership to your stuff. We don’t claim any ownership to any of it. These Terms do not grant us any rights to your stuff or intellectual property except for the limited rights that are needed to run the Services, as explained below.

We may need your permission to do things you ask us to do with your stuff, for example, hosting your idea, or sharing them at your direction. This includes product features visible to you, for example, Idea View or Idea Dashboard. It also includes design choices we make to technically administer our Services, for example, how we redundantly backup data to keep it safe. You give us the permissions we need to do those things solely to provide the Services. This permission also extends to trusted third parties we work with to provide the Services, for example Arvixe Inc., which provides our hosting servers (again, only to provide the Services).

To be clear, aside from the rare exceptions we identify in our Privacy Policy, no matter how the Services change, we won’t share your content with others, except when ordered by a court, for any purpose unless you direct us to. How we collect and use your information generally is also explained in our Privacy Policy.

You are solely responsible for your conduct, the content of your ideas, files, plans pictures, and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have the rights or permission needed to comply with these Terms.

We may choose to review public content for compliance with our community guidelines, but you acknowledge that IdeaGist has no obligation to monitor any information on the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access using the Services.

<![if !supportLists]>2.   <![endif]>Sharing Your Stuff

The Services provide features that allow you to share your idea with others or to make it public. There are many things that users may do with that idea (for example, copy it, modify it, re-share it). Please consider carefully what you choose to share or make public. IdeaGist has no responsibility for that activity. You also agree that your profile on Ideagist will be visible to all users, except Account Settings, Payment Information, Interface Preferences and Contact Information.

<![if !supportLists]>3.   <![endif]>Your Responsibilities

Ideas and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You, not IdeaGist, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services. You must not upload spyware or any other malicious software to the Service.

You, and not Us, are responsible for maintaining and protecting all of your stuff. We will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff.

If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current.

<![if !supportLists]>4.   <![endif]>Service Eligibility

To use the Services, you agree that: (1) you must be the “Minimum Age” (defined below) or older; (2) you will only have one Ideagist account, which must be in your real name; and (3) you are not already restricted by Ideagist from using the Services.

“Minimum Age” means (a) 18 years old for the People’s Republic of China, (b) 16 years old for the Netherlands, (c) 14 years old for the United States, Canada, Germany, Spain, Australia and South Korea, and (d) 13 years old for all other countries. However, if law requires that you must be older in order for Ideagist to lawfully provide the Services to you (including the collection, storage and use of your information) then the Minimum Age is such older age. The Services are not for use by anyone under the age of 13.

<![if !supportLists]>5.   <![endif]>Account Security

You are responsible for safeguarding the password that you use to access the Services and you agree not to disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Us of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to IdeaGist, it is your responsibility to use a secure encrypted connection to communicate with the Services.

<![if !supportLists]>6.   <![endif]>Software and Updates

Some use of our Service requires you to download a client software package or Mobile Phone App (“Software”). We hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Services. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.

<![if !supportLists]>7.   <![endif]>IdeaGist Property and Feedback

These terms do not grant you any right, title, or interest in the Services, Software, or the content in the Services. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The Software and other technology we use to provide the Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the IdeaGist trademarks, logos, domain names, or other brand features.

<![if !supportLists]>8.   <![endif]>Acceptable Use Policy

You will not, and will not attempt to, misuse the Services, and will use the Services only in a manner consistent with the IdeaGist Acceptable Use Policy. You also agree to follow the Community Guidelines, posted by every community, you join on Ideagist Platform. This contract and all its components will get precedence over any Community Guidelines.

<![if !supportLists]>9.   <![endif]>Copyright

IdeaGist respects others’ intellectual property and asks that you do too. We will respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. Such notices should be reported using our DMCA Process. We reserve the right to delete or disable content alleged to be infringing and to terminate repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

IdeaGist Copyright Agent

C/O Bir Ventures USA Ltd.

7900 International Drive, Suite 300

Bloomington, MN 55425

Email: legal@IdeaGist.com

<![if !supportLists]>10. <![endif]>Other Content

The Services may contain links to third-party websites or resources. IdeaGist does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

<![if !supportLists]>11. <![endif]>Your Dealings with other users

When inviting other users to your idea or engaging with them in any kind of deal, you are solely responsible for any legal documentation to protect your interests. Ideagist does not offer any guarantees on the authenticity of users’ credentials or claims nor Ideagist can enforce any deals between the two parties. We strongly suggest that you perform your own due diligence before entering into any agreement with another Ideagist user and properly document any understanding between the parties.

<![if !supportLists]>12. <![endif]>Use of Gist-Points

Ideagist site offers a points exchange system by the name of Gist-Points. Use of Gist-Points in exchange of favors is solely for entertainment purposes. Ideagist has no liability towards exchanging Gist-Points in any currency and Ideagist does not take any financial liability towards the balance of your points. If there is dispute between two parties on any claim of Gist-Points, the person granting the points will have 30 days to claim their points back without any question. Every claim must be filed with a processing fee of $25. You agree to accept Ideagist decision as final on such disputes.

<![if !supportLists]>13. <![endif]>Termination

Though we’d much rather you stay, you can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Services in any way that would cause us legal liability or disrupt others’ use of the Services. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

Administrator of independent communities, hosted on Ideagist platform, have full right to suspend or terminate the membership of any user, with or without cause. Termination from one community will not automatically result in terminating your account on Ideagist. Ideagist has no control over who is given access or not on any of the community sites.

<![if !supportLists]>14. <![endif]>IdeaGist is Available “AS-IS”

Though we want to provide a great service, there are certain things about the service we can’t promise. For example, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. (We are not shouting- it’s just that these disclaimers are really important, so we want to highlight them). IdeaGist will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.

<![if !supportLists]>15. <![endif]>Arbitration, Applicable Law, Jurisdiction and Notices

In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, and you are resident of the United States, both you and us hereto shall use our best efforts to settle the dispute, claim, question, or disagreement. To this effect, you and us shall consult and negotiate with each other in good faith and, recognizing our mutual interests, attempt to reach a just and equitable solution satisfactory to both of us. If you and us do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules.

In the event of any controversy or claim arising out of or relating to this contract and you are not a resident of the United States, you and us hereto shall consult and negotiate with each other and, recognizing our mutual interests, attempt to reach a solution satisfactory to both parties. If you and us do not reach settlement within a period of 60 days, then either party may, by notice to the other party and the International Centre for Dispute Resolution, demand mediation under the International Mediation Procedures of the International Centre for Dispute Resolution. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution.

You agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Agreement and/or the Services. We both agree that all of these claims can only be litigated in the federal or state courts of Santa Clara County, California, USA, and we each agree to personal jurisdiction in those courts.

If a court with authority over this Agreement finds any part of it not enforceable, you and us agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and us agree to ask the court to remove that unenforceable part and still enforce the rest of this Agreement. To the extent allowed by law, the English version of this Agreement is binding and other translations are for convenience only. This Agreement (including additional terms that may be provided by us when you engage with a feature of the Services) is the only agreement between us regarding the Services and supersedes all prior agreements for the Services.

If we don’t act to enforce a breach of this Agreement, that does not mean that Ideagist has waived its right to enforce this Agreement. You may not assign or transfer this Agreement (or your membership or use of Services) to anyone without our consent. However, you agree that Ideagist may assign this Agreement to its affiliates or a party that buys it without your consent. There are no third party beneficiaries to this Agreement.

You agree that these arbitration, applicable law and jurisdiction clauses will also govern any relationship between you and another Ideagist user, unless another contract between you and the others user establishes an independent relationship.

We reserve the right to change the terms of this Agreement and will provide you notice if we do and we agree that changes cannot be retroactive. If you don’t agree to these changes, you must stop using the Services.

You agree that the only way to provide us legal notice is at following addresses:

IdeaGist Legal Team

C/O Bir Ventures USA Ltd.

7900 International Drive, Suite 300

Bloomington, MN 55425

Email: legal@IdeaGist.com

<![if !supportLists]>16. <![endif]>Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL IDEAGIST, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT IDEAGIST HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO IDEAGIST WITIN THE PAST THREE MONTHS OF THE SERVICES IN QUESTION, FROM THE DATE OF FILING SUCH CLAIM. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

<![if !supportLists]>17. <![endif]>Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.

<![if !supportLists]>18. <![endif]>Miscellaneous Legal Terms

These Terms constitute the entire and exclusive agreement between you and IdeaGist with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. IdeaGist’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but IdeaGist may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. IdeaGist and you are not legal partners or agents; instead, our relationship is that of independent contractors.