IdeaBlock - Terms and Conditions of Use

This Terms and Conditions of Use Agreement (the “Agreement”) governs your access to IdeaBlock, LLC’s website located at https://www.ideablock.io (the “Site”) and IdeaBlock LLC’s services, including IdeaBlock’s data storage, security, and archiving services (the “Services”). This Agreement applies to all users of the Site and Services. By using the Services, accessing the Site, or by clicking “I Accept” when signing up for an account, you represent and warrant that (1) you are legally permitted to enter into this Agreement, either on your own behalf (e.g., you are 18 years or older), or on behalf of the entity for which you are entering into this Agreement (e.g., the company you work for); (2) you have read and understand this Agreement; and (3) you acknowledge and agree to be bound by the terms in this Agreement, IdeaBlock’s Privacy Policy available at https://ideablock.io/privacy, and IdeaBlock’s Cookie Policy available at https://ideablock.io/cookies. The Site is operated by IdeaBlock LLC (referred to in this Agreement as “IdeaBlock”, “we”, “us,” and/or “our”). We are a North Carolina limited liability company with a registered address of 212 W. Main Street, Suite 302, Durham, NC 27701. IdeaBlock reserves the right to modify the Agreement, the Privacy Policy, the Cookie Policy, the pricing, the Services, or the Site at any time. Any changes or modifications will be posted on the Site and are effective upon the posted date. If we make material changes to the Agreement, we will notify you via email to the address associated with your account. Your continued use of the Site or Services after changes are posted constitutes your acceptance of such changes. Therefore, you should frequently review the Site, this Agreement, and the applicable policies from time to time to understand the terms and conditions that apply to your access to and use of the Site and Services. IF YOU DO NOT AGREE TO ANY PROVISION OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SITE OR SERVICES AND MUST CANCEL YOUR ACCOUNT BY EMAILING [email protected]

1. Access.

1.1 Account Creation. To use the Site or the Services, you must first create an account with us. We may also require that you request an invite in order to create an account. We reserve the right to decline any such request or refuse access to the Site or Services without providing any reason. You agree that all information you provide to us is accurate. Please carefully review any information before submitting it to us. It is your responsibility to ensure this information is accurate and to inform us of any changes to this information. You can access and update your account information through the Site.

1.2 Modifications. Access to the Site and Services is permitted on a temporary basis and we reserve the right to withdraw, modify or suspend the Site or Services without notice. We will not be liable to you or any third party for any unavailability, modification, suspension or withdrawal of the Site or Services, or any features, parts or content of the Site or Services at any time for any period.

1.3 Availability. You agree that from time to time this Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which IdeaBlock may undertake from time to time; or (iii) causes beyond the control of IdeaBlock or which are not reasonably foreseeable.

2. Fees.

2.1 Pricing. Unless expressly stated otherwise, your use of the Services will be subject to the pricing terms available at https://ideablock.io/pricing. We may offer different types of memberships, subscriptions, or access levels with different pricing formats and fees, such as annual subscriptions and/or fees based on number of uploads. All associated fees and fee waivers are subject to change at IdeaBlock’s sole discretion by providing notice to you at the e-mail address associated with your account. You agree to pay all costs and fees for any Services purchased or requested.

2.2 Beta Testing. If you receive an invite to participate in the beta testing, IdeaBlock may choose to waive applicable fees for a limited period of time, such as a limited beta testing period.

3. Payment.

3.1 Automatic Renewal. For subscriptions based on monthly or annual periods, such subscriptions will automatically renew either on a month-to-month or year-to-year basis, depending on the type of subscription offered by us and selected by you. If you wish to cancel your subscription before it is renewed, you must do so through the online account cancellation feature available at https://ideablock.io/subscription before the Renewal Date, as defined below.

3.2 Automatic Payments. All fees are charged automatically each subsequent month or year on the same purchase date (the “Renewal Date”). In the event the Renewal Date falls on a date which does not exist in a particular month (i.e., the 31st), the fee will be charged on the last calendar day of such month (i.e., the 30th, 29th, or 28th, as the case may be).

3.3 Credit Card Required. By using a credit card as a method of payment, you represent and warrant that you are authorized to use the credit card presented as a method of payment and that your credit card will be billed the amount of money for your purchase. Prior to the purchase of any membership, a la carte content, or other Services, you must provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card; (ii) your credit card number; (iii) the credit card type; (iv) the date of expiration; (v) any activation numbers or codes needed to charge your card; and (vi) any other information which may be reasonably requested to assist in the processing of your payment.

3.4 No Refunds. There are no refunds available for your purchase of any Services.

3.5 Suspension. If IdeaBlock is unable to charge you for your membership renewal based upon the provided method of payment, IdeaBlock may suspend your access to all or any portion of the Site or Services until all outstanding fees are paid in full.

4. Prohibited Uses.

You acknowledge and agree that you will not and cannot:

a. Make any commercial use of this Site or its contents, descriptions, materials, or information comprising or related to the Services;

b. Reproduce, duplicate, copy, display, rent, sell, resell, or otherwise exploit this Site or its contents, descriptions, materials, or information for any purpose without the express written consent of IdeaBlock;

c. Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials obtained from IdeaBlock, from the Site or acquired in connection with the Services;

d. Use the Site or the Services in any manner that infringes upon or violates the copyright, patent, trademark, or trade secret rights of another party including, but not limited to, to upload, post, or transmit any content for commercial solicitation or political campaigning, any content that is harmful, threatening, abusive, harassing, vulgar, obscene, sexually explicit, profane, hateful, defamatory, libelous, invasive of the privacy of another, or unlawful, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, or is otherwise objectionable in the sole discretion of IdeaBlock;

e. Upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Site or the Services to intentionally or unintentionally violate any local, state, federal, or other law;

f. Engage in any other activity deemed by IdeaBlock, in IdeaBlock’s sole discretion, to be in conflict with the spirit or intent of the Agreement.

5. Your Responsibilities.

5.1 General Obligations. You agree to abide by any rules that IdeaBlock publishes with respect to use of the Site or Services and any other current or future rules and regulations communicated to you either by posting such rules or regulations to the Site or delivered to you by e-mail. Any such rules or regulations hereby incorporated into this Agreement by this reference. You further agree that you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise.

5.2 Compatibility and Equipment. You are responsible for providing, maintaining, and ensuring compatibility for all hardware, software, electrical, and other physical requirements for your use of this Site, including, without limitation, telecommunications, internet access connections, web browsers or other equipment, programs and services required to access and use the Site and/or Services.

5.3 Security. You must maintain the confidentiality of your username, password, cryptographic keys, and any other credentials. You shall be solely responsible for any authorized or unauthorized use of your username, password, cryptographic keys, and access to your account by any person. You agree to accept responsibility for all activities that occur under your account or password. You must notify us immediately if you know of, or have reason to believe, that anyone has obtained access to your credentials, or if you otherwise become aware of any unauthorized use of your account or any other security breach.

5.4 Suspension. We may suspend your access to the Site and/or Services at any time if, in our opinion, this is reasonably necessary to preserve the security and proper operation of the Site or Services, if you have failed to comply with any of the terms of this Agreement, or if any details you provide for the purposes of registering prove to be false.

5.5 Authorization and Ownership. You represent and warrant that any information, data, documents, or any other content (“User Content”) that you upload or otherwise provide in connection with the Services is either owned by you, or that you have the legal right to upload or provide such User Content. You agree to indemnify, hold harmless, and defend IdeaBlock and its affiliates from and against any action, cause, claim, damage, demand, liability, or loss, including reasonable costs and attorneys’ fees, asserted by any person, arising out of, or relating to a claim that your upload or provision of User Content infringes or violates the rights of any third-party.

6. Termination.

This Agreement is effective upon your acceptance as set forth herein and shall continue in full force until terminated. IdeaBlock reserves the right, in its sole discretion and without notice, at any time and for any reason, to: (i) remove or disable access to all or any portion of the Site or the Services; (ii) suspend your access to or use of all or any portion of the Site or the Services; and (iii) terminate this Agreement.

7. Disclaimers.

7.1 No Legal Advice. THIS SITE DOES NOT PROVIDE LEGAL ADVICE. THE INFORMATION PROVIDED ON THE SITE AND/OR PROVIDED AS PART OF THE SERVICES IS FOR GENERAL EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL ADVICE. IDEABLOCK IS NOT A LEGAL SERVICE PROVIDER. SHOULD YOU HAVE ANY QUESTIONS REGARDING YOUR LEGAL RIGHTS OR OBLIGATIONS, INCLUDING ANY QUESTIONS REGARDING PROTECTION FOR PATENTS OR OTHER INTELLECTUAL PROPERTY, YOU SHOULD DISCUSS THEM WITH A LICENSED ATTORNEY.

7.2 Inherent Risks. YOUR RELIANCE ON ANY INFORMATION IN THE SERVICES, ON THE SITE, OR OTHERWISE PROVIDED BY IDEABLOCK IS SOLELY AT YOUR OWN RISK. NO METHOD OF TRANSMISSION OR ELECTRONIC STORAGE OVER THE INTERNET IS COMPLETELY SECURE, SO IDEABLOCK CANNOT GUARANTEE ABSOLUTE SECURITY OF DATA OR INFORMATION.

7.3 Services Provided “As Is”. THE SERVICES AND SITE ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER IDEABLOCK NOR ITS AFFILIATES MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. YOU ARE RESPONSIBLE FOR USING THE SERVICES AND SITE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND FOR ENSURING YOUR INTELLECTUAL PROPERTY IS SUFFICIENTLY PROTECTED FOR YOUR OWN PARTICULAR NEEDS. YOU ARE ALSO RESPONSIBLE FOR BACKING UP ANY STORED DATA ON THE SERVICES OR ITS SERVERS, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU, IDEABLOCK, NOR ANY AFFILIATES WILL BE LIABLE UNDER THIS AGREEMENT FOR (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUE, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, IDEABLOCK’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF $25,000 OR THE AMOUNT PAID BY YOU TO IDEABLOCK HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

9. Copyright Notice. IdeaBlock respects the intellectual property rights of others and it is IdeaBlock’s policy to expeditiously process and review and notices of claimed infringement of copyright or other applicable intellectual property laws. Any notices of claimed infringement should be sent to IdeaBlock’s Designated Agent at [email protected], and must contain all of the following: (i) a signature (physical or electronic) of the copyright owner or a person authorized to act on behalf of the copyright owner; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim is infringing and is to be removed or have access to same disabled, and information sufficient to permit IdeaBlock administrators to locate the material; (iv) information sufficient for us to contact you, such as address, telephone number and e-mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. If you believe any content or materials posted or uploaded by you were improperly removed or disabled, you may submit a Counter-Notification to IdeaBlock’s Designated Agent at [email protected] with all of the following: (i) your signature (physical or electronic); (ii) a description of the work at issue; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address and telephone number, and a statement that you consent to jurisdiction of the Federal District Court for the judicial district in which the address is located, and that you will accept service of process from the person who provided notification of the alleged infringement

10. Miscellaneous.

10.1 Waiver; Severability. No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this Agreement is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.

10.2 Law; Forum. This Agreement shall be governed and construed by the laws of the State of Minnesota without reference to its conflicts of laws principles. If you access this Site or the Services from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota and you are solely responsible for compliance with all local laws. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts located in Hennepin County, Minnesota. You irrevocably submit and consent to the venue in and the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Hennepin County, Minnesota.

10.3 Entire Agreement; Modifications. This Agreement and any documents referenced herein constitute the complete and exclusive statement of the agreement between you and IdeaBlock and supersede any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between you and IdeaBlock. No modifications of this Agreement shall be of any force or effect unless in writing and signed by both IdeaBlock and you.

10.4 Unenforceability. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded. If an unenforceable provision is modified or disregarded, the rest of the Agreement shall remain in effect as written, and the unenforceable provision shall remain as written in any circumstances other than those in which the provision is held to be unenforceable.

10.5 Interpretation. In the event of a dispute, no provision of this Agreement will be construed in favor of one Party and against the other by reason of the draftsmanship of this Agreement. The headings or captions used in this Agreement are for reference purposes only and are not intended to be used or relied upon in interpreting or enforcing this Agreement.

10.6 Assignment. Either party may assign its rights and obligations under this Agreement provided that the assigning party expressly requires its assignee to assume all of the assigning party’s obligations and liabilities under this Agreement.

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