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END USER TERMS AND CONDITIONS

Last Updated: May 27, 2015 11:19AM PDT

IdeaScale, a California corporation, ("IdeaScale") owns and operates the Internet site located at http://ideascale.com and blog and discussion boards on IdeaScale.com (collectively, the "Site"), located on servers in the United States. By accessing, browsing and/or using the pages in this Site, you agree to these end user terms and conditions ("Terms and Conditions"). THIS AGREEMENT CONTAINS DISCLAIMER AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. If you do not agree to these Terms and Conditions, do not access, browse or use this Site.

GRANT AND RESTRICTIONS ON USE

The materials published on this Site, and any other World Wide Web site owned, operated, licensed, or controlled by IdeaScale or any of its related, affiliated or subsidiary companies (collectively the "Materials") may not be copied or distributed, republished, uploaded, posted or transmitted in any way, except as otherwise permitted by IdeaScale or any of its relevant related, affiliated or subsidiary company or companies, as the case may be.

IdeaScale hereby grants you a limited right to use the Materials, features and services provided by IdeaScale on this Site, solely for your personal, non-commercial use, to post any idea, comment or other material (collectively "Idea"), subject to these Terms and Conditions. All of the Materials available on this Site are proprietary and the subject of copyright and author's rights and nothing herein shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property right.

ACCEPTABLE USE POLICY

You are prohibited from transmitting any "sensitive" personally identifiable information over the Site, which may include, but not be limited to, any information about yourself or another person that may relate to health or medical conditions, social security numbers or national identifiers, credit card, bank account or other financial information, other information concerning trade union membership, sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin, or other sensitive matters ("Sensitive Personal Information"). You are also prohibited: (i) from using the Site to send or post harassing, abusive, or threatening messages; (ii) transmit through the Web Site any information, data, text, files, links, software, or other materials that IdeaScale considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, hateful, racially, ethnically or otherwise objectionable or which threatens our relationships with our partners, customers or suppliers; (iii) from attempting to conceal or misrepresent the identity of the sender or person submitting the information; (iv) disrupting the normal flow of the Site, including any dialogue on the Site or otherwise act in a manner that negatively affects other participants; (v) from sending spam or other direct marketing communications or posting, transmitting or linking to any unsolicited advertising, promotional materials, or any other forms of solicitation or commercial content; (vi) intentionally or unintentionally performing or promoting any activity that would violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site; (vii) posting or transmitting executable programming of any kind, including viruses, spyware, trojan horses, easter eggs, or any other form of computer programming; (viii) posting Submissions or using the Site in such a way that damages the image or rights of IdeaScale, other Users or third parties; and (ix) from creating any frames at any other sites pertaining to any portions of this Site.

USER SUBMISSIONS

You give IdeaScale a non-exclusive, free, worldwide license for the duration of the applicable author's rights, to publish your remarks, Ideas, graphics, photographs, or other information communicated to IdeaScale through this Site (together, the "Submission"). In addition to the right to publish, IdeaScale is also granted under said license the following rights, without limitation: (i) the right to reproduce; (ii) the right to transfer, which includes the distribution via computer and networks; (iii) the right to edit, modify, adapt, arrange, improve, correct, translate, in all or in part; (iv) the right to update/upgrade by adding or removing; and (v) the right to film, perform or post the Submission in any media. IdeaScale retains the right to review, edit, or delete from this Site any Submission that IdeaScale in its sole discretion considers illegal, offensive, or otherwise inappropriate. Except as described in our Privacy Policy, IdeaScale will not be required to treat any Submissions as confidential. You acknowledge that your Submission has been submitted through an IdeaScale client or customer community and that the license and rights communicated within this paragraph also extend to the client or customer administering any such community.

Your Submission, including any personally identifiable information, is voluntary and subject to the Privacy Policy. You are responsible for the content of the Submission and agree to defend (at IdeaScale's option and at your sole expense), indemnify and hold IdeaScale harmless from any damages, losses, costs, or expenses, including attorneys' fees, which IdeaScale may incur as a result of your Submission. If you are viewing this Site on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure you are sufficiently disconnected and logged off this Site and the computer system you are using to prevent unauthorized Submissions.

Without limiting the generality of any other provisions of these Terms and Conditions, you:

•    Represent and warrant, to the best of your knowledge, the submitted Ideas represent your own original work, you have all necessary rights to disclose the Ideas tothe Site, and review and/or use of the Idea by IdeaScale and its clients or customers will not infringe upon any other individual's or entity's rights.

•    Understand that IdeaScale has no obligation, either express or implied, to develop or use your Ideas and that no compensation is due to you or anyone else for any inadvertent or intentional use of the Ideas, related Ideas or Ideas derived from your Ideas. You understand that IdeaScale assumes no obligation with respect to any Idea unless and until IdeaScale enters into a written contract with you, and then only as expressed in that contract. For your own protection, we assume that you will rely on whatever patent protection you may want to secure, or have already secured, in your Ideas. In the absence of a separate formal contract, your rights shall be limited to those existing under the patent laws of the United States.

•    Represent and warrant, if your Idea is the subject of a pending or issued patent, you have disclosed or will disclose that fact to IdeaScale. To the extent you hold a patent in the Idea, IdeaScale acknowledges that no license under any patent is herein granted to IdeaScale. Any license to use a patented Idea shall be in the form of a written contract, in which event IdeaScale's obligations shall be only those expressed in such contract.

•    Agree that neither the discussion or negotiations between IdeaScale or its clients or customers and you relating to the possible purchase or license of an Idea, nor the making of any offer for the purchase or license of an Idea, shall prejudice IdeaScale in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of a submitted Idea. Further, such discussions or negotiations with you, or any resulting consideration, will not in any way impair IdeaScale’s right to contest the validity or infringement of your rights.

•    Acknowledge and declare that (a) you have read and fully understand these terms and appreciate the nature, extent and consequences of this Agreement, (b) the submission of your Idea to the Site is entirely voluntary, and (c) IdeaScale or its clients or customers, directly or indirectly, may (i) be working on the same Idea or a similar Idea to the Idea, or (ii) already know of such Idea from other sources, or (iii) simply wish to develop this Idea or a similar Idea to the Idea on their own.

•    You agree that, except to the extent that these terms are superseded by a separate agreement in writing by you and IdeaScale, you hereby irrevocably release and forever discharge IdeaScale and its affiliates and subsidiaries from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against IdeaScale and its affiliates and subsidiaries or their respecting successors and assigns with respect to the Idea, including without limitation in respect of how IdeaScale and its affiliates and subsidiaries, directly or indirectly, use the Idea.

ACCESS TO SITE

IdeaScale reserves the right to review your Submissions in order to ensure compliance with these Terms and Conditions and our Privacy Policy. IdeaScale reserves the right to deny or revoke access to this Site, or any part thereof, at any time in its sole discretion, with or without cause. While IdeaScale endeavors to ensure that this Site is available at all times, IdeaScale shall not be liable if, for any reason, this Site is unavailable at any time or for any period.

DISCLAIMER

THE MATERIALS AND INFORMATION ON THIS SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. IDEASCALE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE. THE MATERIALS, INFORMATION AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEASCALE PROVIDES THIS SITE ON THE BASIS THAT IDEASCALE EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS (INCLUDING WITHOUT LIMITATION, THE CONDITIONS IMPLIED BY LAW OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND THE USE OF REASONABLE CARE AND SKILL) WHICH BUT FOR THESE TERMS AND CONDITIONS MIGHT HAVE EFFECT IN RELATION TO THE SITE.

LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEASCALE, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITE) AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF IDEASCALE EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT OR OTHERWISE) IN CONNECTION WITH THE SITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE, OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE SITE OR ANY WEBSITE LINKED TO THE SITE. NOTHING IN THESE TERMS AND CONDITIONS SHALL EXCLUDE OR LIMIT IDEASCALE'S LIABILITY FOR (I) FRAUD; WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (II) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; OR (III) ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.      

TRADEMARK INFORMATION


IdeaScale and the IdeaScale logo are registered trademarks of IdeaScale in the United States. All other IdeaScale trademarks, service marks, domain names, logos, and company names referred to on this Site are either trademarks, registered trademarks, service marks, domain names, logos, company names of or are otherwise the property of IdeaScale or its affiliates or licensors. In countries where any of the IdeaScale trademarks, service marks, domain names, logos and company names are not registered, IdeaScale claims other rights associated with unregistered trademarks, service marks, domain names, logos, and company names. Other product or company names referred to on this Site may be trademarks of their respective owners. You may not use any trademark, service mark, domain name, logo, or company name of IdeaScale or any third party without permission from the owner of the applicable trademark, service mark, domain name, logo, or company name.

JURISDICTION; CHOICE OF LAW AND LANGUAGE

Access to and use of this Site and these Terms and Conditions are governed by U. S. federal law and/or the laws of the State of California, U.S.A., without regard to the conflict of law provisions thereof. Any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules.  The arbitration shall take place in San Francisco, California, USA, in the English language and the written arbitral decision may be enforced in any court.  With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, you and IdeaScale consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California.  The prevailing party in any action or proceeding to enforce this Agreement will be entitled to recover costs and attorneys’ fees. These Terms and Conditions are prepared and written in English; any translated version is for information purposes only. To the extent that any translated version conflicts with the English version, the English version controls and shall be binding upon the parties.

YOU AGREE TO RESOLVE DISPUTES WITH IDEASCALE ONLY ON AN INDIVIDUAL BASIS, AND AGREE NOT TO BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.  CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.

WAIVER

The delay or omission by either party to enforce or exercise any terms or right pursuant to these Terms and Conditions will not impair any such term or right nor be construed to be a waiver thereof and shall in no way affect the other party's right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained.      

MODIFICATIONS TO TERMS AND CONDITIONS


IdeaScale can revise these Terms and Conditions at any time by modifying or updating this posting, except where other notice or consent is required by law. Your use of this Site on or after the effective date of any such modification or update will constitute your acceptance of these Terms and Conditions as modified and/or updated. These Terms and Conditions were last revised on May 27, 2015.

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