6. Security Overview

IdeaGist Security Overview

 

We provide this overview so that you can better understand the security measures we’ve put in-place to protect the information that you store on IdeaGist website.

 

Secure Storage

We encrypt the data that you store on IdeaGist using the AES-256 standard, which is the same encryption standard used by banks to secure customer data.

 

Secure Transfers

Your data is sent between IdeaGist’s desktop clients and our servers over a secure channel using 256-bit SSL (Secure Sockets Layer) encryption, the standard for secure Internet network connections. The transmission of data between our web server and your browser is automatically adjusted to SSL, regardless of your initial connection type.

 

Your Ideas are sent between IdeaGist’s mobile apps and our servers over a secure channel using 256-bit SSL encryption where supported.

 

Your Data is Backed Up

IdeaGist keeps redundant backups of all data over multiple locations to prevent the remote possibility of data loss. In the unlikely event that this redundancy were to fail, IdeaGist has the capability of restoring nightly backups.

 

Privacy

A copy of our full privacy policy can be found at: https://www.ideagist.com/privacy.

 

We guard your privacy to the best of our ability and work hard to protect your information from unauthorized access.

 

Like most online services, we have a small number of employees who must be able to access user data for the reasons stated in our privacy policy (e.g., when legally required to do so). But that’s the rare exception, not the rule. We have strict policy and technical access controls that prohibit employee access except in these rare circumstances. In addition, we employ a number of physical and electronic security measures to protect user information from unauthorized access.

 

Third-party Apps

If you choose to access IdeaGist using third-party applications (“apps”), be aware that those apps utilize their own security protocols and have their own privacy policies. If you’re not comfortable with the privacy and security features of those apps, you shouldn’t use them to access IdeaGist. For example, third-party apps might not employ encryption when transmitting data, might collect information that IdeaGist does not, and might use information differently than IdeaGist does.

 

Compliance with Laws and Law Enforcement

As set forth in our privacy policy, and in compliance with United States law, IdeaGist cooperates with United States law enforcement when it receives valid legal process, which may require IdeaGist to provide the contents of your private Ideas.

 

I think I’ve found a security exploit. Where do I report security concerns?

 

We take a number of measures to ensure that the data you store on IdeaGist is safe and secure. While we’re very confident in our technology, we recognize that no system can guarantee data security with 100% certainty. For that reason, we will continue to innovate to make sure that our security measures are state of the art, and we will investigate any and all reported security issues concerning IdeaGist’s services or software. For a direct line to our security experts, report security issues to @ideagist.com”>security@ideagist.com.

 

We’ll fully credit anybody whose reports lead to the improvement of IdeaGist security. A list of those who have contributed reports leading to a bug or security issue can be found on our special thanks page.

 

 


 

 

 

3. IdeaGist Acceptable Use Policy

IdeaGist Acceptable Use Policy

 

IdeaGist is used by a large number of people, and we are proud of the trust placed in us. In exchange, we trust you to use our services responsibly.

 

You agree not to misuse the IdeaGist services. For example, you must not, and must not attempt to, use the services to do the following things:

·       Act dishonestly or unprofessionally, including by posting inappropriate, inaccurate, or objectionable content;

·       Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided in Ideagist Profile);

·       Use an image that is not your likeness or a head-shot photo for your profile;

·       Create a false identity on Ideagist;

·       Misrepresent your current or previous positions and qualifications;

·       Misrepresent your affiliations with a person or entity, past or present;

·       Misrepresent your identity, including but not limited to the use of a pseudonym;

·       Create a Member profile for anyone other than yourself (a real person);

·       Invite people you do not know to join your network;

·       Use or attempt to use another’s account;

·       Harass, abuse or harm another person;

·       Send spam or other unwelcomed communications to others;

·       Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);

·       Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;

·       Disclose information that you do not have the right to disclose (such as confidential information of others (including your employer));

·       Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;

·       Violate the intellectual property or other rights of Ideagist, including, without limitation, using the word “Ideagist” or our logos in any business name, email, or URL except as provided in the Brand Guidelines;

·       Use Ideagist Connection Requests to send messages to people who don’t know you or who are unlikely to recognize you as a known contact;

·       Post any unsolicited or unauthorized advertising, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation unauthorized by Ideagist;

·       Send messages to distribution lists, newsgroup aliases, or group aliases;

·       Post anything that contains software viruses, worms, or any other harmful code;

·       Manipulate identifiers in order to disguise the origin of any message or post transmitted through the Services;

·       Create profiles or provide content that promotes escort services or prostitution.

·       Creating or operate a pyramid scheme, fraud or other similar practice;

·       Copy or use the information, content or data of others available on the Services (except as expressly authorized);

·       Copy or use the information, content or data on Ideagist in connection with a competitive service (as determined by Ideagist);

·       Copy, modify or create derivative works of Ideagist, the Services or any related technology (except as expressly authorized by Ideagist);

·       Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof;

·       Imply or state that you are affiliated with or endorsed by Ideagist without our express consent;

·       Rent, lease, loan, trade, sell/re-sell access to the Services or related any information or data;

·       Sell, sponsor, or otherwise monetize an Ideagist Community or any other feature of the Services, without paid subscription, unless authorized by Ideagist through a clear consent;

·       Deep-link to our Services for any purpose other than to promote your profile or Community on Ideagist (as set forth in the Brand Guidelines), without Ideagist’s consent;

·       Remove any copyright, trademark or other proprietary rights notices contained in or on our Service;

·       Remove, cover or obscure any advertisement included on the Services;

·       Collect, use, copy, or transfer any information obtained from Ideagist without the consent of Ideagist;

·       Share or disclose information of others without their express consent;

·       Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Services or any related data or information;

·       Use bots or other automated methods to access the Services, add or download contacts, send or redirect messages;

·       Monitor the Services’ availability, performance or functionality for any competitive purpose;

·       Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Services;

·       Access the Services except through the interfaces expressly provided by Ideagist, such as its mobile applications, ideagist.com and special community URLs;

·       Override any security feature of the Services;

·       Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, gaming algorithms); and/or

·       Violate Community Guidelines for the communities you are member of.

 

 


 

4. IdeaGist Privacy Policy

IdeaGist Privacy Policy

 

Last Modified: September 1, 2015

 

This Privacy Policy provides our policies and procedures for collecting, using, and disclosing your information. Users can access the IdeaGist service (the “Service”) through our website www.IdeaGist.com, applications on Mobile Devices, through APIs, and through third-parties. A “Device” is any computer used to access the IdeaGist Service, including without limitation a desktop, laptop, mobile phone, tablet, or other consumer electronic device with a central processing unit. This Privacy Policy governs your access of the IdeaGist Service, regardless of how you access it, and by using our Services you consent to the collection, transfer, processing, storage, disclosure and other uses described in this Privacy Policy. All of the different forms of data, content, and information described below are collectively referred to as “information.”

 

 

1.    The Information We Collect and Store

 

We may collect and store the following information when running the IdeaGist Service:

 

Information You Provide.   When you register an account, we collect some personal information, such as your name, phone number, credit card or other billing information, email address and home and business postal addresses. You may also ask us to import your contacts by giving us access to your third party services (for example, your email account) or to use your social networking information if you give us access to your account on social network connection services. When you invite others to join IdeaGist by using our referral page, we send them a one-time email for that referral. You may also provide us with your contacts’ email addresses when sharing Ideas with them. We may also receive Personal Information (for example, your email address) through other users, for example if they have tried to share something with you or tried to refer IdeaGist to you.

 

Ideas.   We collect and store ideas in form of special posts that can be access with the IdeaGist Wbesite (“Ideas”).

 

Log Data.   When you use the Service, we automatically record information from your Device, its software, and your activity using the Services. This may include the Device’s Internet Protocol (“IP”) address, browser type, the web page visited before you came to our website, information you search for on our website, locale preferences, identification numbers associated with your Devices, your mobile carrier, date and time stamps associated with transactions, system configuration information, metadata concerning your Files, and other interactions with the Service.

 

Cookies.   We also use “cookies” to collect information and improve our Services. A cookie is a small data file that we transfer to your Device. We may use “persistent cookies” to save your registration ID and login password for future logins to the Service. We may use “session ID cookies” to enable certain features of the Service, to better understand how you interact with the Service and to monitor aggregate usage and web traffic routing on the Service. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all aspects of the Service.

 

 

2.    How We Use Personal Information

 

Personal Information.   In the course of using the Service, we may collect personal information that can be used to contact or identify you (“Personal Information”). Personal Information is or may be used: (i) to provide and improve our Service, (ii) to administer your use of the Service, (iii) to better understand your needs and interests, (iv) to personalize and improve your experience, and (v) to provide or offer software updates and product announcements. If you no longer wish to receive communications from us, please follow the “unsubscribe” instructions provided in any of those communications, or update your account settings information.

 

Geo-Location Information.   Some Devices allow applications to access real-time location-based information (for example, GPS). Our mobile apps allows you to share such information when sharing a post or status update with your friends. You may decide to share this information with your friends on IdeaGist or you may opt out of it. IdeaGist does not track your location data and does not store it at any other place, with the exception of wherever you chose to share with your friends. Some photos and videos you place in IdeaGist may contain recorded location information. We may use this information to optimize your experience. If you do not wish to share files embedded with your geo-location information with us, please do not upload them. If you don’t want to store location data in your photos or videos, please consult the documentation for your camera to turn off that feature. Also, some of the information we collect from a Device, for example IP address, can sometimes be used to approximate a Device’s location.

 

Analytics.   We also collect some information (ourselves or using third party services) using logging and cookies, such as IP address, which can sometimes be correlated with Personal Information. We use this information for the above purposes and to monitor and analyze use of the Service, for the Service’s technical administration, to increase our Service’s functionality and user-friendliness, and to verify users have the authorization needed for the Service to process their requests. As of the date this policy went into effect, we use Google Analytics. To learn more about the privacy policy of Google Analytics, click here, and to learn how to opt out of that service click here.

 

 

3.    Information Sharing and Disclosure

 

Your use.   We will display your Personal Information in your profile page and elsewhere on the Service according to the preferences you set in your account. Any information you choose to provide should reflect how much you want others to know about you. Please consider carefully what information you disclose in your profile page and your desired level of anonymity. You can review and revise your profile information at any time. We do not sell your personal information to third parties. We may also share or disclose your information with your consent, for example if you use a third party application to access your account (see below). Through certain features of the Service, you may also have the ability to make some of your information public. Public information may be broadly and quickly disseminated.

 

Service Providers, Business Partners and Others.   We may use certain trusted third party companies and individuals to help us provide, analyze, and improve the Service (including but not limited to data storage, maintenance services, database management, web analytics, payment processing, and improvement of the Service’s features). These third parties may have access to your information only for purposes of performing these tasks on our behalf and under obligations similar to those in this Privacy Policy. As of the date this policy went into effect, we use Arvixe Web Hosting service to store your information (for example, your Ideas, Pictures, Files, etc.).

 

Third-Party Applications.   We may share your information with a third party application with your consent, for example when you choose to access our Services through such an application. We are not responsible for what those parties do with your information, so you should make sure you trust the application and that it has a privacy policy acceptable to you.

 

No Commercial Sharing of your data.  Data you store on ideagist.com and other sites hosted on ideagist platform is not shared with any third-party for any commercial exploitation. We do present advertisement on our site but your personal data is not shared back with the advertisers, unless you contact the advertisers yourself and share your information through ideagist site.

 

Compliance with Laws and Law Enforcement Requests; Protection of IdeaGist’s Rights.   We may disclose to parties outside IdeaGist Ideas stored in your IdeaGist and information about you that we collect when we have a good faith belief that disclosure is reasonably necessary to (a) comply with a law, regulation or compulsory legal request; (b) protect the safety of any person from death or serious bodily injury; (c) prevent fraud or abuse of IdeaGist or its users; or (d) to protect IdeaGist’s property rights. If we provide your IdeaGist files to a law enforcement agency as set forth above, we will remove IdeaGist’s encryption from the files before providing them to law enforcement. However, IdeaGist will not be able to decrypt any files that you encrypted prior to storing them on IdeaGist.

 

Business Transfers.   If we are involved in a merger, acquisition, or sale of all or a portion of our assets, your information may be transferred as part of that transaction, but we will notify you (for example, via email and/or a prominent notice on our website) of any change in control or use of your Personal Information or Files, or if either become subject to a different Privacy Policy. We will also notify you of choices you may have regarding the information.

 

Non-private or Non-Personal Information.   We may disclose your non-private, aggregated, or otherwise non-personal information, such as usage statistics of our Service.

 

External Links and Content. Our Site includes links to other Web sites whose privacy practices may differ from those of IdeaGist. If you submit personal information to any of those sites, your information is governed by their privacy statements. We encourage you to carefully read the privacy statement of any Web site you visit.

 

 

4.    Changing or Deleting Your Information

 

If you are a registered user, you may review, update, correct or delete the Personal Information provided in your registration or account profile by changing your “account settings.” If your personally identifiable information changes, or if you no longer desire our service, you may update or delete it by making the change on your account settings. In some cases we may retain copies of your information if required by law. For questions about your Personal Information on our Service, please contact privacy@IdeaGist.com. We will respond to your inquiry within 30 days.

 

 

5.    Data Retention

 

We will retain your information for as long as your account is active or as needed to provide you services. If you wish to cancel your account or request that we no longer use your information to provide you services, you may delete your account here. We may retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements. Consistent with these requirements, we will try to delete your information quickly upon request. Please note, however, that there might be latency in deleting information from our servers and backed-up versions might exist after deletion. In addition, we do not delete from our servers files that you have in common with other users.

 

 

6.    IdeaGist for Communities

 

Our Service offers publicly accessible community pages and sites, such as blogs, forums, and wikis. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. Your posts and comments may remain on the site even after you cancel your account. For questions about your Personal Information on our Service, please contact privacy@IdeaGist.com.

 

 

7.    IdeaGist for Communities Users

 

Ideagist Website offers community sites to companies, organizations, institutions, informal meetups, and entrepreneurial groups. If you decided to access one or more IdeaGist Communities membership, through ideagist.com, you hereby agree to the Ideagist for Communities Agreement. In particular, you agree that your Administrator may be able to:

·       access information in and about your IdeaGist for Communities account;

·       disclose, restrict, or access information that you have provided or that is made available to you when using your IdeaGist for Communities account; and

·       control how your IdeaGist for Communities account may be accessed or deleted.

 

If you have questions about your Community Administrator’s rights, please refer to Community Specific Privacy Policy, provided by your Community Administrator.

 

 

8.    Security

 

The security of your information is important to us. When you enter sensitive information (such as a credit card number) on our order forms, we encrypt the transmission of that information using secure socket layer technology (SSL).

 

We follow generally accepted standards to protect the information submitted to us, both during transmission and once we receive it. No method of electronic transmission or storage is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our website, you can view our Security Overview Page or contact us at security@IdeaGist.com.

 

 

9.    Our Policy Toward Children

 

Our Services are not directed to persons under Minimum Age, defined in the Section 4 of the Terms of Service Agreement. We do not knowingly collect personally identifiable information from children or minors under the Minimum Age. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at privacy@IdeaGist.com. If we become aware that someone under the Minimum Age has provided us with Personal Information, we will take steps to delete such information from our files.

 

 

10.         Safe Harbor

 

IdeaGist complies with the U.S. – E.U. Safe Harbor Framework and the U.S. – Swiss Safe Harbor framework as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland. IdeaGist has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement. To learn more about the Safe Harbor program, and to view IdeaGist’s certification, please visit http://export.gov/safeharbor.

 

If you have questions regarding this statement, you should first contact us at privacy@IdeaGist.com.

 

 

11.         Contacting Us

 

If you have any questions about this Privacy Policy, please contact us at privacy@IdeaGist.com or at Ideagist Privacy Manager c/o Bir Ventures USA Ltd, 7900 International Drive, Suite 300, Bloomington, MN 55425.

 

 

12.         Changes to our Privacy Policy

 

This Privacy Policy may change from time to time. If we make a change to this privacy policy that we believe materially reduces your rights, we will provide you with notice (for example, by email). And we may provide notice of changes in other circumstances as well. By continuing to use the Service after those changes become effective, you agree to be bound by the revised Privacy Policy.


 

 

5. IdeaGist DMCA Policy

IdeaGist DMCA Policy

 

IdeaGist (“IdeaGist”) respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, IdeaGist will respond expeditiously to claims of copyright infringement committed using the IdeaGist service and/or the IdeaGist website (the “Site”) if such claims are reported to IdeaGist’s Designated Copyright Agent identified in the sample notice below.

 

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to IdeaGist’s Designated Copyright Agent. Upon receipt of Notice as described below, IdeaGist will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.

 

DMCA Notice of Alleged Infringement (“Notice”)

Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.

 

Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.

 

Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.

 

Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

 

Provide your full legal name and your electronic or physical signature.

 

Deliver this Notice, with all items completed, to IdeaGist’s Designated Copyright Agent:

 

IdeaGist Copyright Agent

C/O Bir Ventures USA Ltd.

7900 International Drive, Suite 300

Bloomington, MN 55425

Email: legal@IdeaGist.com

 


 

 

1. IdeaGist Terms of Service

IdeaGist Terms of Service Agreement

 

Last Modified: December 26, 2016

 

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.

 

 

1.    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 Digital Ocean 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.

 

 

2.    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 your idea 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.

 

 

3.    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.

 

 

4.    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.

 

 

5.    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.

 

 

6.    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.

 

 

7.    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.

 

 

8.    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.

 

 

9.    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

 

 

10.         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.

 

 

11.         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.

 

 

12.         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.

 

 

13.         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.

 

 

14.         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.

 

 

15.         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

 

 

16.         Premium Account

 

Billing: Some aspects of the Services are provided free of charge and some require a paid subscription (“Premium Account”). You can add IdeaGist paid features to your account by subscribing any of the Premium Packages, listed on the pricing page at https://ideagist.com/pricing. We’ll automatically bill you from the date you convert to a Premium Account and on each periodic renewal until cancellation. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so.

 

No Refunds: You may cancel your IdeaGist Premium Account at any time but you won’t be issued a refund unless it’s legally required.

 

Downgrades: Your Premium Account will remain in effect until it’s cancelled or terminated under these Terms. If you don’t pay for your Premium Account on time, we reserve the right to suspend it or reduce your access to free features.

 

Fee Changes: We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

 

Payments: If you purchase any of our Premium Account, you agree to pay us the applicable fees and taxes. Failure to pay these fees may result in the termination of your subscription. Also:

a.      Your purchase may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates).

b.     You authorize us to store and continue billing your payment method (e.g. credit card) even after it has expired, to avoid interruptions in your service (and to facilitate easy payment for new services.

c.      You must pay us for applicable fees and taxes unless you cancel the Premium Service, in which case you agree to still pay these fees through the end of the applicable subscription period.

d.     Taxes are calculated based on the billing information that you provide us at the time of purchase.

 

 

17.         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.

 

 

18.         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.

 

 

19.         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.


 

 

 

 

2. IdeaGist for Communities Agreement

IdeaGist for Communities Agreement

 

Last Modified: December 26, 2016

 

This IdeaGist for Communities Agreement (the “Agreement“) is between IdeaGist Inc., a Delaware corporation (“IdeaGist“) and Customer or End User, as applicable. Ideagist for Communities is Software as a Service (SaaS) platform, offering different hosted communities, including but not limited to Entrepreneurial Community, Innovation Community, Ideagist Competition, and Ideagist Problem Solving Community (collectively the “Services”). This Agreement governs access to and use of the Services through any client software.

 

The Customer ordering the Services: If you are ordering the Services, then by clicking “I Agree,” signing your contract for the Services or using IdeaGist for Communities, you agree to this Agreement as a “Customer.” If you are agreeing to this Agreement for use by an organization, you are agreeing to this Agreement on behalf of that organization. You must have the authority to bind that organization to this Agreement, otherwise you must not sign up for the Services.

 

End Users: If you are using the Services as an “End User“, then by clicking “I Agree” or using IdeaGist for Communities you agree to this Agreement (especially note sections 1, 4, 6, 7, and 8) and the IdeaGist Terms of Service Agreement. To the extent this Agreement conflicts with the IdeaGist Terms of Service Agreement, Ideagist Terms of Service Agreement controls. Please take note that in this Agreement, you are agreeing that your Administrator may be able to control account information and access to your IdeaGist for Communities account.

 

1.    End Users Only Terms

1.1 Accounts. When joining an IdeaGist for Communities account, an End User may join with a new account or convert an existing personal account into a IdeaGist for Communities account. It’s important to note that once an End User’s personal account becomes a IdeaGist for Communities account, it will be subject to the Administrator’s control. End Users must use the Services in compliance with any employment obligations and the Customer’s terms and policies.

1.2“Third Party Request” means a request from a third party for records relating to an End User’s use of the Services including information in or from an End User or Customer IdeaGist for Communities account. Third Party Requests may include valid search warrants, court orders, or subpoenas, or any other request for which there is written consent from End Users permitting a disclosure.

1.3Administrator Control. An End User’s Administrator may have the ability to access, disclose, restrict, or remove information in or from an End User’s IdeaGist for Communities account. Administrators may also have the ability to monitor, restrict, or terminate access to an End User’s IdeaGist for Communities account. An End User may not be able to disassociate his or her IdeaGist for Communities account from the organization.

 

2.    Customer Only Terms.

2.1Compliance. Customer will use the Services in compliance with the IdeaGist Terms of Service including the Acceptable Use Policy. Customer will obtain and maintain any consents from End Users to allow Administrators to engage in the activities described in this Agreement and to allow IdeaGist to provide the Services. Customer represents, and must ensure, that its End Users are governed by this Agreement, the IdeaGist Terms of Service, and consent to the IdeaGist Privacy Policy.

2.2Customer Administration of the Services. Customer may specify End Users as “Administrators” through the administrative console. Customer is responsible for: (i) maintaining the confidentiality of passwords and Administrator accounts; (ii) managing access to Administrator accounts; and (iii) ensuring that Administrator use of the Services complies with this Agreement. IdeaGist’s responsibilities do not extend to the internal management or administration of the Services for Customer.

2.3Unauthorized Use & Access. Customer will prevent unauthorized use of the Services by its End Users and terminate any unauthorized use of the Services. The Services are not intended for use by End Users under the age of 13. Customer will ensure that it does not allow any person under 13 to use the Services. Customer will promptly notify IdeaGist of any unauthorized use of, or access to, the Services.

2.4Restricted Uses. Customer will not (i) sell, resell, or lease the Services or (ii) use the Services for activities where use or failure of the Services could lead to physical damage, death, or personal injury. Customer, not IdeaGist, is responsible for any applicable vertical or industry-specific regulation compliance (e.g. HIPAA).

2.5Third Party Requests. Customer is responsible for responding to Third Party Requests via its own access to information. Customer will seek to obtain information required to respond to Third Party Requests and will contact IdeaGist only if it cannot obtain such information despite diligent efforts.

 

IdeaGist will make commercially reasonable efforts, to the extent allowed bylaw and by the terms of the Third Party Request, to: (A) promptly notify Customer of IdeaGist’s receipt of a Third Party Request; (B) comply with Customer’s commercially reasonable requests regarding its efforts to oppose a Third Party Request; and (C) provide Customer with information or tools required for Customer to respond to the Third Party Request (if Customer is otherwise unable to obtain the information). If Customer fails to promptly respond to any Third Party Request, then IdeaGist may, but will not be obligated to do so.

2.6 Communication Setting Management. Customer is responsible for maintaining all “opt-in/out” settings for communications from or via IdeaGist for all of Customer’s End Users. Customer will use reasonable efforts to answer any requests from End Users regarding such settings.

2.7 Provision of Services. Customer may access and use the Services made available by IdeaGist under this Agreement.

2.8 Facilities and Data Transfer. IdeaGist will use commercially reasonable efforts to ensure that all facilities used to store and process Customer Data meet commercially reasonable security standards. By using the Services, Customer consents to transfer, processing, and storage of Customer Data. “Customer Data” means any data and content stored or transmitted via the Services by Customer or End Users.

2.9 Modifications to the Services. IdeaGist may update the Services from time to time. If IdeaGist changes the Services in a manner that materially reduces their functionality, IdeaGist will inform Customer, unless Customer has opted-out of communications of that type from IdeaGist.

2.10              Limitations on Use of Services. IdeaGist may impose reasonable limitations on bandwidth usage, number of End Users accessing the Service, and disk space usage for the Services.

2.11              Support. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to use of the Services. Customer will use reasonable efforts to resolve support issues before escalating them to IdeaGist.

2.12              Suspension of End User Accounts by IdeaGist. If an End User (i) violates this Agreement or the IdeaGist Terms of Service; (ii) uses the Services in a manner resulting in excessive support requests; or (iii) uses the Services in a manner that IdeaGist reasonably believes will cause it liability, then IdeaGist may request that Customer suspend or terminate the applicable End User account. If Customer fails to promptly suspend or terminate the End User account, then IdeaGist may do so.

2.13              Security Emergencies. Notwithstanding anything in this Agreement, if there is a Security Emergency then IdeaGist may automatically suspend use of the Services. IdeaGist will make commercially reasonable efforts to narrowly tailor the suspension as needed to prevent or terminate the Security Emergency. “Security Emergency” means: (i) use of the Services that do or could disrupt the Services, other customers’ use of the Services, or the infrastructure used to provide the Services and (ii) unauthorized third party access to the Services.

 

3.    Intellectual Property Rights.

3.1Reservation of Rights. THIS AGREEMENT DOES NOT GRANT IDEAGIST ANY RIGHTS TO CUSTOMER’S OR END USERS’ FILES OR THE INTELLECTUAL PROPERTY RIGHTS EMBODIED IN THOSE IDEAS, FILES, PLANS EXCEPT FOR THE LIMITED RIGHTS EXPRESSLY SET FORTH IN THIS AGREEMENT THAT ARE NEEDED TO RUN THE SERVICES. This Agreement does not grant Customer or End Users (i) any rights to the Intellectual Property Rights in the Services or (ii) any rights to use the IdeaGist trademarks, logos, domain names, or other brand features.

3.2“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.

3.3Limited Permission. IdeaGist may need Customer permission to do things that Customer or End User ask IdeaGist to do with IdeaGist for Communities accounts, for example, hosting data, files, or sharing them at Customer or End User’s direction. This includes product features visible to Customer or End User, for example, image thumbnails or document previews. It also includes design choices made to technically administer the Services, for example, how the Service redundantly backs up data to keep it safe. Customer grants IdeaGist the permissions IdeaGist needs to do those things solely to provide the Services and for IdeaGist to meet its obligations and exercise its rights under this Agreement. This permission also extends to third parties IdeaGist works with to provide the Services, for example Digital Ocean Inc, which provides IdeaGist’s hosting infrastructure (again, only to provide the Services).

3.4Suggestions. While we appreciate it when users send us feedback, we may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Customer or End Users send IdeaGist or post in IdeaGist’s forums without any obligation to Customer or End Users.

3.5Customer List. IdeaGist may publish Customer’s name, address, Company Logo, Contact for the Administrator in a list of IdeaGist Customers on the IdeaGist website.

3.6Third Party Services. If Customer uses any third-party service with the Services, (a) the service may access or use Customer’s or End User’s information; (b) IdeaGist will not be responsible for any act or omission of the third party, including the third party’s use of Customer’s or End User’s information; and (c) IdeaGist does not warrant or support any service provided by the third party.

 

4.    Disclaimers.

4.1 THE SERVICES ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER IDEAGIST NOR CUSTOMER MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NONINFRINGEMENT. IDEAGIST MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION IN OR FROM AN END USER OR CUSTOMER SERVICES ACCOUNT.

4.2 IdeaGist is not responsible for the accuracy, completeness, appropriateness, or legality of ideas, files, user posts, or any other information in or from an End User or Customer Services account. IdeaGist has no responsibility or liability for the deletion or failure to store any information in or from an End User or Customer Services account.

 

5.    Fees & Payment.

5.1 Fees. Customer will pay, and authorizes IdeaGist to charge using Customer’s selected payment method, for all applicable fees. If Customer enrolls in the annual billing plan, fees are refundable within the first 30 days of the Services. Otherwise, fees are non-refundable except as required by law. Customer is responsible for providing complete and accurate billing and contact information to IdeaGist. IdeaGist may suspend or terminate the Services if fees are 30 days past due.

5.2 Auto Renewals and Trials. IF CUSTOMER’S ACCOUNT IS SET TO AUTO RENEWAL, OR IS IN A TRIAL PERIOD, IDEAGIST MAY AUTOMATICALLY CHARGE AT THE END OF THE TRIAL, OR FOR THE RENEWAL, UNLESS CUSTOMER NOTIFIES IDEAGIST THAT CUSTOMER WANTS TO CANCEL OR DISABLE AUTO RENEWAL. IdeaGist may revise Service rates by providing Customer at least 30 days notice prior to the next charge.

5.3 Taxes. Customer is responsible for all taxes. IdeaGist will charge tax when required to do so. If Customer is required by law to withhold any taxes, Customer must provide IdeaGist with an official tax receipt or other appropriate documentation.

 

6.    Term & Termination.

6.1Term. This Agreement will remain in effect until Customer’s subscription to the Services expires or terminates, or until the Agreement is terminated.

6.2Termination for Breach. Either IdeaGist or Customer may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice or (ii) the other party ceases its Communities operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

6.3Termination at Will. Customer may terminate this Agreement at any time by disabling Customer’s Services account via the Services administrative console.

6.4End User Termination. End Users may stop using the Services at any time. If an End User’s IdeaGist for Communities account is converted into a personal account, this Agreement will terminate for that account with respect to the End User except that the IdeaGist Terms of Service will continue to apply.

6.5Effects of Termination. If this Agreement terminates: (i) the rights granted by IdeaGist to Customer will cease immediately (except as set forth in this section); (ii) the rights granted by IdeaGist to End User will cease immediately; (iii) IdeaGist may provide Customer access to its account at then-current rates so that Customer may export its information; and (iv) after a commercially reasonable period of time, IdeaGist may delete any data relating to Customer’s account. The following sections will survive expiration or termination of this Agreement: 1(b) (Administrator Control), 2(e) Third Party Requests, 6 (Intellectual Property Rights), 8 (Disclaimers), 9 (Fees & Payment), 10(d) (End User Termination), 10(e) (Effects of Termination), 11 (Indemnification), 12 (Limitation of Liability), and 13 (Miscellaneous).

 

7.    Indemnification.

7.1By Customer. Customer will indemnify, defend, and hold harmless IdeaGist from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding: (i) Customer Data; (ii) Customer’s use of the Services in violation of this Agreement or Acceptable Use Policy; or (iii) use of the Services by Customer’s End Users.

7.2By IdeaGist. IdeaGist will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a claim by a third party against Customer to the extent based on an allegation that IdeaGist’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, U.S. patent, or trademark right of the third party. In no event will IdeaGist have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by IdeaGist, and (ii) any content, information, or data provided by Customer, End Users or other third parties.

7.3Possible Infringement. If IdeaGist believes the Services infringe or may be alleged to infringe a third party’s Intellectual Property Rights, then IdeaGist may: (i) obtain the right for Customer, at IdeaGist’s expense, to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If IdeaGist does not believe the options described in this section are commercially reasonable then IdeaGist may suspend or terminate Customer’s use of the impacted Services (with a pro- rata refund of pre-paid fees for the Services).

7.4General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE IDEAGIST AND CUSTOMER’S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

7.5Limitation of Liability. Limitation on Indirect Liability. EXCEPT FOR IDEAGIST OR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, NEITHER IDEAGIST NOR CUSTOMER WILL BE LIABLE FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

7.6Limitation on Amount of Liability. IDEAGIST’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $10,000 OR THE AMOUNT PAID BY CUSTOMER TO IDEAGIST HEREUNDER DURING THE THREE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, WHICHEVER IS LOWER.

 

8.    Miscellaneous.

8.1Terms Modification. IdeaGist may revise this Agreement from time to time and the most current version will always be posted on the IdeaGist for Communities website. If a revision, in IdeaGist’s sole discretion, is material, IdeaGist will notify you (for example to the email address associated with the applicable account). Other revisions may be posted to IdeaGist’s blog or terms page, and you are responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Agreement. If Customer does not agree to the revised Agreement terms, Customer may cancel the Services. If the revision is material and Customer cancels before the effective date of the revision, IdeaGist will refund a pro-rated amount of any fees Customer paid in advance for the Services for the unused portion of the term. If End User does not agree to the revised Agreement terms, End User must stop using the IdeaGist for Communities account. Customer may grant approvals, permissions, extensions and consents by email.

8.2Entire Agreement. The Agreement, including Customer’s invoice, the IdeaGist Terms of Service constitute the entire agreement between you and IdeaGist with respect to its subject matter of this Agreement, and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the Agreement, the IdeaGist Terms of Service,

8.3Governing Law. THE AGREEMENT AND SERVICES WILL BE GOVERNED BY CALIFORNIA LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN FRANCISCO COUNTY, CALIFORNIA, AND THE PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.

8.4Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect.

8.5Notice. Notices must be sent via first class, airmail, or overnight courier and are deemed given when received. Notices to you may also be sent to the applicable account email address, and are deemed given when sent. Notices to IdeaGist must be sent to IdeaGist Legal Department, c/o Bir Ventures USA Ltd., 7900 International Drive, Suite 300, Bloomington, MN 55425.

8.6Waiver. A waiver of any default is not a waiver of any subsequent default.

8.7Assignment. Customer may not assign or transfer any part of this Agreement without the written consent of IdeaGist. IdeaGist may not assign this Agreement without providing notice to Customer, except IdeaGist may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.

8.8No Agency. IdeaGist and Customer are not legal partners or agents, but are independent contractors.

8.9Force Majeure. Neither IdeaGist nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).

8.10              No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, a Customer’s End Users are not third party beneficiaries to Customer’s rights under this Agreement.

8.11              Export Restrictions. The export and re-export of data via the Services may be controlled by the United States Export Administration Regulations. The Services may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States and Customer must ensure that Administrators and End Users do not use the Services in violation of any export restriction or embargo by the United States. In addition, Customer must ensure that the Services are not provided to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.