IdeaScale, a California corporation, ("IdeaScale") owns and operates the Internet site located at ideabuzz.com and the blogs, discussion boards and services associated with and provided on ideabuzz.com (collectively, "IdeaBuzz"). This is a legally binding agreement between (i) you, as a visitor, browser or user of IdeaBuzz and (ii) IdeaScale. THIS AGREEMENT CONTAINS DISCLAIMERS, PROVISIONS THAT LIMIT IDEASCALE'S LIABILITY TO YOU AND PROVISONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. If you do not agree with the terms of this Agreement, do not access, browse or use IdeaBuzz.
To use IdeaBuzz, you must create an account with us by supplying your email address, creating a password and selecting a charity or non-profit organization from a list of such organizations participating in IdeaBuzz ("Charities"). Additional information may be required to participate in specific Submission gathering campaigns ("Challenges"). At your discretion, you may elect to provide additional information such as age, location and name. These registration requirements are subject to change and additional information may be required to continue your use of IdeaBuzz.
3. GRANT AND RESTRICTION OF USE
This Agreement sets forth your rights and obligations with respect to your access to and use of IdeaBuzz and use of any and all information, data or material of any kind arising from access to, or use of IdeaBuzz, and any other website owned, operated, licensed, or controlled by IdeaScale or any of its related, affiliated or subsidiary companies, including, without limitation, any text, graphics, sound recordings, audio, video, art work and all content generated and displayed on IdeaBuzz (collectively the "Materials"). The Materials may not be copied, altered, distributed, republished, uploaded, posted or transmitted in any way, except as otherwise permitted by IdeaScale or any of its related, affiliated or subsidiary company or companies, as the case may be.
Once you create an account and login, IdeaScale hereby grants you a limited right to use the Materials, features and services provided through IdeaBuzz, solely for your personal, non-commercial use, to post any, idea, comment or other material, subject to this Agreement. 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.
4. USER SUBMISSIONS
When you submit comments, ideas, suggestions, graphics, photographs, video or any other information or content ("Submissions") to IdeaBuzz, 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. Additionally, you irrevocably disclaim all existing and future proprietary rights in the Submissions and acknowledge that IdeaScale, its Clients (defined below) and other IdeaBuzz users have an unrestricted right to access, use and exploit in any way, consistent with the Agreement, such Submissions, now and in the future, without notice, compensation, recognition, or any other obligation to you. You agree that IdeaScale, its clients and other IdeaBuzz users have no obligation to keep Submissions confidential. You and forever waive all causes of actions, claims, damages, liabilities and demands against IdeaScale, its affiliates, subsidiaries, Clients and other IdeaBuzz users with respect to any proprietary rights, rights or privacy, rights of publicity, rights of attribution and any other liability with respect to the access, use and exploitation by IdeaScale, its Clients and all other IdeaBuzz users of any Submission submitted by you to IdeaBuzz. You acknowledge that IdeaScale will promote IdeaBuzz and all Submissions on IdeaBuzz, to businesses, organizations, partners and IdeaScale customers ("Clients"). You agree that such Clients will receive the full benefit of all disclaimers, waivers and releases by you under this Section 4. (If you are a California resident, for all releases within this Agreement you waive California Civil Code, Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.")
You represent and warrant that the Submissions represent your own original work, you have all necessary rights to disclose the Submissions to IdeaBuzz, and that review and/or use of the Submissions by IdeaScale and its Clients or other IdeaBuzz users will not infringe upon any other individual's or entity's rights. You are responsible for the content of your Submissions 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 IdeaBuzz and the computer system you are using to prevent unauthorized Submissions.
You acknowledge that IdeaScale has no obligation, either expressed or implied, to develop or use your Submissions and that no compensation is due to you or anyone else for any inadvertent or intentional use of your Submissions, related ideas or ideas derived from your Submissions. If you have ideas or other information for a business or organization for which you seek compensation or individual recognition, do not post or submit them on IdeaBuzz. You understand that IdeaScale assumes no obligation with respect to any Submission.
If your Submission is the subject of a pending or issued patent, you represent and warrant that you have disclosed or will disclose that fact to IdeaScale. To the extent you hold a patent in a Submission, IdeaScale acknowledges that no license under any patent is herein granted to IdeaScale. Any license to use a patented Submission shall be in the form of a written contract, in which event IdeaScale's obligations shall be only those expressed in such contract.
You agree that neither the discussion or negotiations between IdeaScale or its Clients and you relating to a possible purchase or license of a Submission, nor the making of any offer for the purchase or license of Submissions, shall prejudice IdeaScale in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of a Submission. 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.
5. ACCEPTABLE USE POLICY
You are prohibited from transmitting any "sensitive" personally identifiable information over IdeaBuzz, 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. You are also prohibited: from (i) using IdeaBuzz to send or post harassing, abusive, or threatening messages; (ii) transmitting through IdeaBuzz 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, partners or suppliers; (iii) attempting to conceal or misrepresent the identity of the sender or person submitting the Submission; (iv) disrupting the normal flow of IdeaBuzz, including any dialogue on IdeaBuzz, or otherwise acting in a manner that negatively affects Clients or other IdeaBuzz 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 IdeaBuzz; (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 IdeaBuzz in such a way that damages the image or rights of IdeaScale, other IdeaBuzz users, Clients or third parties; and (ix) creating any frames at any other sites pertaining to any portions of IdeaBuzz.
You shall not use any "deep-link," "page-scrape," "robot," "spider," or other automatic device, program, algorithm, or methodology, or any similar or equivalent manual process (i) to access, acquire, copy, or monitor any portion of IdeaBuzz or the Materials; (ii) to reproduce in any way or circumvent the navigational structure or presentation of IdeaBuzz or the Materials; or (iii) to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through IdeaBuzz. Additionally, you shall not use any device, software, or routine to interfere or attempt to interfere with the proper working of IdeaBuzz or any transaction being conducted on IdeaBuzz.
You shall not attempt to gain unauthorized access (i) to any portion or feature of IdeaBuzz, (ii) to any systems or networks connected to IdeaBuzz, (iii) to any IdeaBuzz or IdeaScale server, or (iv) to any of the services offered on or through IdeaBuzz, by hacking, password "mining," or any other illegitimate means.
You shall not probe, scan, or test the vulnerability of IdeaBuzz or any network connected to IdeaBuzz, nor breach the security or authentication measures on IdeaBuzz or any network connected to IdeaBuzz. You shall not reverse look-up, trace, or seek to trace any information on any other user of or visitor to IdeaBuzz.
You shall not use IdeaBuzz to perform DDoS attacks. You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of IdeaBuzz or IdeaScale's systems or networks, or any systems or networks connected to IdeaBuzz. In the event of such actions, IdeaScale reserve the right to implement measures to ensure the quality and availability of IdeaBuzz for all other users.
You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to IdeaBuzz or send while using IdeaBuzz. You shall not remove any IdeaBuzz or IdeaScale identifying language, logos or images from IdeaBuzz or the Materials. Any modification of the IdeaBuzz interface, via Custom CSS or other means, is strictly prohibited.
IdeaScale retains the right to review, edit, or delete from IdeaBuzz any Submission that, in its sole discretion, it considers illegal, offensive, or otherwise inappropriate. IdeaScale also retains the right to deny or revoke access to IdeaBuzz without notice, and with or without cause.
6. CONTESTS AND SWEEPSTAKES
IdeaBuzz may be used by Clients to host Client sponsored contests and sweepstakes ("Reward Challenges"). The rules governing Reward Challenges will be posted on IdeaBuzz while they are in progress. Since the rules for Reward Challenges vary, participants are required to review the rules for each Reward Challenge before participating. Depending on the Reward Challenge, awards may be granted to Reward Challenge winners. The payment of such awards will be managed in accordance with the terms set forth in the specific Reward Challenge rules. The decision as to qualifying criteria and conditions and whether to accept a Reward Challenge Submission is within the sole discretion of the Client sponsor. You agree to look solely to the Client sponsor for any claims you may have regarding the Reward Challenge.
From time to time, IdeaBuzz will host Submission gathering Challenges in which IdeaScale may make charitable donations to selected Charities as a result of your acceptable Submission to such Challenges ("Donation Challenges"). Each time you provide a Submission (acceptable to IdeaScale in its sole discretion) to a Donation Challenge in accordance with this Agreement, IdeaScale shall make a charitable donation to a designated Charity of your choosing. As an IdeaBuzz user you select your designated Charity from a list of charities and non-profit presented to you upon your registration. You may change your designated Charity at any time, and such change will take effect for all subsequent donations. 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. All donations made by IdeaScale as a result of your Submissions to Donation Challenges will be presented as 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 IdeaBuzz 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 you participation in the Donation Challenges.
8. SYSTEM AND FEATURE AVAILABILITY
While IdeaScale endeavors to ensure that IdeaBuzz is available at all times, IdeaScale shall not be liable if, for any reason, IdeaBuzz is unavailable at any time or for any period. IdeaScale reserves the right to withdraw, suspend, or discontinue any functionality or feature of IdeaBuzz at any time.
YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF IDEABUZZ ARE AT YOUR SOLE RISK. THE MATERIALS AND INFORMATION ON IDEABUZZ MAY INCLUDE INACCURACIES, ERRORS OR OMISSIONS. IDEASCALE MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE. THE MATERIALS, INFORMATION AND SERVICES ON IDEABUZZ ARE PROVIDED "AS IS" WITHOUT ANY CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEASCALE DISCLAIMS ALL REPRESENTATIONS, AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING IDEABUZZ AND ANY PRODUCTS OR SERVICES OFFERED THROUGH IDEABUZZ, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. IDEASCALE MAKES NO WARRANTY OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF IDEABUZZ OR THAT YOUR ACCESS TO AND USE OF IDEABUZZ WILL BE UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE.
10. THIRD PARTY PROPERTIES
IdeaBuzz and the Materials provided through IdeaBuzz may refer to physical venues, geographical sites, websites on the Internet, and/or products or services that are not under the control of or maintained by IdeaScale ("Third Party Properties"). Unless expressly stated to the contrary, such references do not constitute an affiliation with or endorsement by IdeaScale of any such Third Party Properties. You acknowledge that IdeaScale is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that IdeaScale is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties. IdeaScale does not endorse or make any representations about any Third Party Properties. If you access, visit, or use any Third Party Properties referred to on IdeaBuzz, you do so at your own risk.
IdeaBuzz and the Materials may contain materials submitted by third parties. Any such materials are provided solely as a convenience to you. Unless expressly stated to the contrary, IdeaScale has not tested or evaluated these materials and does not endorse or make any representations about these materials or your use thereof. If you use any of the third party materials, you do so at your own risk. In no event will IdeaScale be liable for any loss, claim, damages, or costs that may arise in connection with your use of these materials.
You are responsible for all of your activity in connection with IdeaBuzz and shall defend, indemnify and hold harmless IdeaScale, its parents, subsidiaries and affiliates, and its and their respective directors, officers, partners, employees, agents, contractors, successors and assigns from all liabilities, damages, losses, settlements, claims, actions, demands, costs and expenses, including attorneys' fees, that arise from or in connection with (i) your Submissions, (ii) your use or misuse of IdeaBuzz, (iii) your use or misuse of IdeaBuzz by a third party using your account (whether or not authorized by you), or (iv) your violation of these Terms.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL IDEASCALE OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU (INCLUDING ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, OR ASSIGNEES) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA, LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) IDEABUZZ; OR (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH IDEABUZZ, OR ANY PORTION THEREOF, EVEN IF IDEASCALE OR ANY OF ITS AFFILIATES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
DESPITE THE FOREGOING LIMITATION OF LIABILITY FOR DAMAGES, IF A COURT OR OTHER TRIBUNAL OF COMPETENT JURISDICTION DECIDES TO AWARD MONETARY DAMAGES TO YOU FOR ANY CLAIM OR CAUSE OF ACTION, THE AMOUNT OF MONETARY DAMAGES FOR SUCH CLAIM OR CAUSE OF ACTION WILL BE NO GREATER THAN THE GREATER OF: (A) AMOUNTS IN THE AGGREGATE PAID BY YOU TO IDEASCALE DURING THE ONE (1) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES OR (B) ONE HUNDRED U.S. DOLLARS ($100).
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of IdeaBuzz must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
13. LOCAL LAWS AND EXPORT CONTROL
IdeaScale reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on or through IdeaBuzz is void where prohibited. If you use IdeaBuzz from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws. You may not use any portion of IdeaBuzz in violation of United States export laws and regulations.
14. DISPUTE RESOLUTION
This Agreement was 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 and IdeaScale agree that use of IdeaBuzz and this Agreement are governed by the laws of the State of California, without regard to the conflict of law provisions thereof. Any dispute arising under this Agreement shall be finally settled in accordance with the Streamlined Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by a single arbitrator appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, 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.
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.
The failure of IdeaScale to exercise or enforce any right contained in this Agreement is not a waiver of its right to do so later. IdeaScale shall not be liable for any failure to perform its obligations in this Agreement where such failure results from any cause beyond IdeaScale's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement 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 Agreement will continue in full force and effect. This Agreement is not assignable, transferable, or sublicensable by you, except with IdeaScale's prior written 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 this Agreement. 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.
16. MODIFICATIONS TO THE AGREEMENT
IdeaScale may, from time to time, modify this Agreement and impose new or additional terms or conditions on your use of IdeaBuzz. Any material modification to this Agreement will be communicated to you upon your next login to IdeaBuzz after a material modification has been made. The communication will provide a link to the modified Agreement for your review and provide an "Agree" click box that you may click to signify your acceptance of the modifications. IF YOU DO NOT AGREE TO ACCEPT THE MODIFICATION, DO NOT CLICK "AGREE," AND DO NOT USE IDEABUZZ. By clicking the "Agree" click box, you accept and agree to be bound to the modifications. Any modifications to this Agreement will supersede the prior Agreement provisions for all activity occurring after the modifications have been made. This Agreement was last revised on July 21, 2015.