1. IdeaGist Terms of Service Copy

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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.

 

 

   

1. IdeaGist Terms of Service Copy

   

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.

 

 

   

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 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.

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 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.

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 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.

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 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.

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 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.

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 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.

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 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.

Idea Sharing NDA

NON-DISCLOSURE AGREEMENT This Non-disclosure Agreement (this “Agreement”) is made effective as of {{date_of_presenting_the_nda}} (the“Effective Date”), by and between {{idea_owner_name}} (the “Owner”), of {{idea_owner_address}}, and {{idea_recipient_name}} (the “Recipient”), of {{idea_recipient_address}}. The Owner is working on the following idea, using a members only website www.ideagist.com (the Website): {{idea_title}} (the Idea) {{idea_public_description}} The Recipient is a friend or family member OR an interested IdeaGist.com member. Information will be disclosed to {{idea_recipient_name}} to determine whether {{idea_recipient_name}} could assist {{idea_owner_name}} with the development of the Idea by collaborating on www.ideagist.com.” The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows. I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner. A. “Confidential Information” includes without limitation: – business records and plans – financial statements – technical information – products – inventions – product design information – pricing structure – costs – computer programs and listings – source code and/or object code – copyrights and other intellectual property and other proprietary information. B. “Confidential Information” does not include: – matters of public knowledge that result from disclosure by the Owner; – information rightfully received by the Recipient from a third party without a duty of confidentiality; – information independently developed by the Recipient; – information disclosed by operation of law; – information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential. II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows: A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner. B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner. C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information. D. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non disclosure agreement substantially the same as this Agreement at the request of the Owner. III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages. IV. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Recipient certifying that all materials have been returned within five (5) days of receipt of the request. V. RELATIONSHIP OF PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from the other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture. VI. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient. VII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement. VIII. Alternate Dispute Resolution. For any disputes or claims ( excluding claims for injunctive and other equitable reliefs ), the party disputing, claiming and/or requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event party elects arbitration, it shall initiate arbitration through an established alternate dispute resolution (.ADR.) provider mutually agreed upon by the parties. The ADR provider and parties must comply with the rules that a) the arbitration shall be conducted by telephone, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement. X. ATTORNEY FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs. XI. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. The obligations of confidentiality shall survive {{nda_duration}} from the date of disclosure of the Confidential Information. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Minnesota. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times after the effective date of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.