These IdeaScale End User Terms and Conditions (“Terms”) apply to your access to and use of the websites, mobile apps, applications, and other products and services (collectively, the “Services”) provided by IdeaScale, a California corporation, and any of its related, affiliated or subsidiary companies (collectively, “IdeaScale”). By accessing or using the Services, you indicate that you have read, understand and agree with the Terms and all IdeaScale rules and policies, including IdeaScale’s Privacy Policy. THESE TERMS CONTAIN DISCLAIMERS, PROVISIONS THAT LIMIT IDEASCALE’S LIABILITY TO YOU, AND PROVISONS THAT REQUIRE DISPUTES TO BE RESOLVED ON AN INDIVIDUAL BASIS. If you do not agree with these Terms, do not access or use the Services.

ACCESS TO THE SERVICES

In order to use the Services, you must be 18 years or older (or be 13 years or older and have your parent, guardian, or educational institution’s consent to these Terms) and not be barred from entering a binding contract with IdeaScale under any applicable laws. In order to participate in any contests, competitions, or sweepstakes within the Services (“Challenges”), you must be at least 18 years old and have reached the age of majority in your jurisdiction of primary residence and citizenship. If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these terms. These Terms are void where prohibited by law, and the right to access and use the Services is revoked in such jurisdictions.

USE OF THE SERVICES

To use the Services, you must register for the Services or have been invited to the Services by IdeaScale or an IdeaScale Customer or other company, organization, or individual who partners with IdeaScale (collectively, “Clients”). IdeaScale grants you a personal, non-transferable, non-exclusive, revocable, limited right to access and use the Services to post ideas, comments, suggestions, graphics, photographs, video, or any other information or content (collectively "Submissions"), subject to these Terms. IdeaScale reserves all rights not expressly granted to you by these Terms.

RESTRICTIONS ON USE

Except as otherwise permitted by IdeaScale, the Services and any content and materials contained therein may not be copied, distributed, or otherwise commercially exploited; modified, disassembled, or reversed engineered; or accessed to build a similar or competitive website, product, or service. The Services and any content and materials contained therein are proprietary and the subject of copyright and other intellectual property rights. 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. These Terms do not grant you any right to use IdeaScale’s trademarks or other brand elements.

CHANGES TO THE SERVICES

IdeaScale reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms, which may be updated from time to time. You agree that IdeaScale will not be liable to you or to any third party for any modification, suspension, outage, or discontinuation of the Services or any part thereof.

USER SUBMISSIONS

You grant IdeaScale a royalty-free, unrestricted, worldwide, perpetual, irrevocable, nonexclusive and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, perform and display your Submissions, in whole or part, including any information, comments, ideas, suggestions, graphics, photographs, video or audio contained in such Submissions, and to incorporate your Submissions in other works in any form, media, or technology now known or hereafter devised; and you waive any "moral rights" and any analogous rights however denominated now or hereafter recognized in such Submissions. You acknowledge that IdeaScale will share your Submissions with Clients. Consistent with these Terms and any agreement between IdeaScale and its Clients, IdeaScale and its Clients will have an unrestricted right to access, use and exploit in any way, such Submissions, now and in the future, without notice, compensation, recognition, or any other obligation to you. You understand that once you post your Submissions they become public, and IdeaScale and its Clients are not responsible for keeping any Submission confidential. If you submit any feedback or suggestions to IdeaScale regarding the Services, IdeaScale may use and share them for any purpose without any compensation or obligation to you.

You represent and warrant that the Submissions represent your own original work, you have all necessary rights to disclose the Submissions to the Services, and that review and/or use of the Submissions by IdeaScale and its Clients or other users of the Services will not infringe upon the rights of any individual or entity. You represent and warrant that the Submissions, including any personally identifiable information, are submitted voluntarily and subject to the Privacy Policy.

ACCEPTABLE USE

You are prohibited from using the Service to collect transmit, or disclose data controlled by import and export laws and regulations (including but not limited to the International Traffic in Arms Regulations and the Export Administration Regulations) that cannot be released to foreign nationals or representatives of a foreign entity; and sensitive personal data about yourself or others, including, but not be limited to, protected health information (as defined in the Health Insurance Portability and Accountability Act of 1996), Social Security and other government provided identification numbers, credit and debit card information, banking credentials and other financial account identifiers, credit history, or other financial information, consumer report information, personal data of individuals under the age of eighteen (18), information concerning criminal charges or convictions, genetic data, biometric data for the purpose of uniquely identifying an individual, data concerning an individual’s sex life or sexual orientation, data that reveals religious or philosophical beliefs or political opinions, and data that reveals racial or ethnic origin or trade union membership. You are also prohibited from: (i) using the Services to send or post harassing, abusive, or threatening messages; (ii) transmitting 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 IdeaScale’s relationships with its Clients or suppliers; (iii)attempting to conceal or misrepresent the identity of the sender or person submitting the information; (iv) disrupting the normal flow of the Services , including any dialogue on the Services or otherwise act in a manner that negatively affects other users; (v) 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 Services ; (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 Services in such a way that damages the image or rights of IdeaScale, Clients, other users, or third parties; and (ix) creating any frames elsewhere on the Internet pertaining to any portions of the Services. IdeaScale reserves the right to review your Submissions in order to ensure compliance with these Terms and reserves the right to deny or revoke access to the Services at any time in its sole discretion, with or without cause.

You are solely responsible for the information associated with your Services account and anything that happens related to your account. You must maintain the security of your account and promptly notify IdeaScale if you discover or suspect that someone has accessed your account without your permission. IdeaScale recommends that you use a strong password that is used only with the Services. You will not license, sell, or transfer your account without IdeaScale’s prior written approval.

CHALLENGES

IdeaScale or its Clients may use the Services to sponsor Challenges (as defined above). The rules governing Challenges will be posted within the Services while the Challenges are in progress. Since the rules for Challenges vary, participants are required to review the rules for each Challenge before participating. Depending on the Challenge, awards may be granted to Challenge winners. The payment of such awards will be managed in accordance with the terms set forth in the specific Challenge rules. The decision as to qualifying criteria and conditions and whether to accept a Challenge Submission is within the sole discretion of the Challenge sponsor. You agree to look solely to the sponsor for any claims you may have regarding a Challenge.

DONATIONS

From time to time, IdeaScale will host Challenges in which IdeaScale may make charitable donations to a charity or non-profit organization (“Charities”) as a result of your acceptable Submission to such Challenges ("Donation Challenges"). Each time you provide a Submission to a Donation Challenge in accordance with this Agreement and the rules of the Challenge, IdeaScale shall make a charitable donation to a designated Charity of your choosing. As a Donation Challenge participant, you select your designated Charity from a list of charities and non-profit presented to you. In the event of your ineligibility as a result of local, state or international laws, non-compliance with this Agreement, fraud or other inappropriate activity (as determined by IdeaScale in its sole discretion), IdeaScale shall not make any donations resulting from your Submissions and may suspend, cancel or invalidate your account. Donation Challenges are void where prohibited by law, and the right to access Donation Challenges is revoked in such jurisdictions. IdeaScale will specify a donation amount for your Submission at the time you are presented with a Donation Challenge. If IdeaScale is for any reason unable to make a donation to your designated Charity, it will make that donation to a Charity of its choosing. As a result of your Submissions to Donation Challenges, IdeaScale may present monetary amounts on your account management page. The monetary amounts are presented for informational purposes only and are not redeemable by you for any sum of money, monetary equivalent or monetary value. Your Services account is personal to you and is not transferable. You are not entitled to receive any tax deductions as a result of donations made by IdeaScale in connection with your participation in the Donation Challenges.

THIRD-PARTY CONTENT

The Services may contain links to third-party websites, products, or services, which may be posted by IdeaScale, Clients, or other users of the Services (“Third-Party Content”). Third-Party Content is not under IdeaScale control, and IdeaScale is not responsible for any of their websites, products, or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.

DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IDEASCALE, ITS LICENSORS, AND ITS THIRD-PARTY SERVICE PROVIDERS DO NOT WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR FREE. IDEASCALE DOES NOT CONTROL, ENDORSE, OR TAKE RESPONSIBILITY FOR ANY CONTENT AVAILABLE ON OR LINKED TO THE SERVICES OR THE ACTIONS OF ANY THIRD PARTY OR USER. WHILE IDEASCALE ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, IDEASCALE DOES NOT REPRESENT OR WARRANT THAT ITS SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIABILITY

IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL IDEASCALE BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT AND MATERIAL MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. IN NO EVENT WILL THE AGGREGATE LIABILITY OF IDEASCALE EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR ANY AMOUNT YOU PAID IDEASCALE IN THE PREVIOUS SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SECTION WILL APPLY TO ANY THEORY OF LIABILITY, INCLUDING THOSE BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND EVEN IF IDEASCALE HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. TO THE EXTENT THE FOREGOING EXCLUSION OF LIABILITY IS NOT PERMITTED UNDER APPLICABLE LAW, IDEASCALE'S LIABILITY IN SUCH CASE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

INDEMNITY

Except to the extent prohibited by law, you agree to defend, indemnify, and hold IdeaScale, its licensors, Clients and IdeaScale’s officers, employees, and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your Submissions. IdeaScale reserve the right to control the defense of any matter for which you are required to indemnify it, and you agree to cooperate with IdeaScale’s defense of these claims.

DISPUTE RESOLUTION

You and IdeaScale agree that these Terms and your use of the Services are governed by the laws of the State of California, without regard to the conflict of law provisions thereof. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in San Francisco, California, and you consent to exclusive jurisdiction and venue in these courts.

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.

MISCELLANEOUS

These Terms were 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. IdeaScale’s failure to enforce or exercise any right or provision of these Terms will not be deemed a waiver of such right or provision. If any provision of these Terms is found to be unenforceable or invalid, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms will continue in full force and effect. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without IdeaScale’s consent. IdeaScale may transfer, assign, or delegate this Agreement and its rights and obligations without consent. Both you and IdeaScale agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and you do not have any authority of any kind to bind IdeaScale in any respect whatsoever.

MODIFICATIONS TO TERMS AND CONDITIONS

IdeaScale may make changes to these Terms from time to time by modifying this posting and updating the Effective Date below. By continuing to access or use the Services on or after the Effective Date, you agree to be bound by the revised Terms. If you do not agree to the revised Terms, you must stop accessing and using the Services before the changes become effective.

“Effective Date”: June 4, 2020.

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