1. Services and General Terms
Part I – Introduction
A. User Benefits:
ideaPledge offers membership services related to early stage startups described on the ideaPledge Website (hereinafter “Service”). Such Services are subject to change without notice. By accessing or using the Service in any manner, you become a ideaPledge user (“User”). The ideaPledge website allows Users to register to become members (hereinafter “Members”) of the ideaPledge Private Investment Club (hereinafter “ideaPledge”). Members who register as Creators have the right to use certain application tools, including tools that allow posting text and images about startup level companies seeking funding. Users who are family or friends of other Members may be invited to join ideaPledge as Investors. In order for Users to qualify as Investors, such Users must 1) Be invited to join ideaPledge by a current Member, 2) Be a friend or family member of such current Member, and 3) Must complete the Investor Registration Process (hereinafter “Investor(s)” or “Investor Member(s)”). Such process is multi-part and requires a series of initial questions to be answered, and then later requires more detailed information to be provided to ideaPledge about the User’s financial status and business experience.
Users who have a business or commercial-related enterprise (“Project”) that they wish to have funded may elect to create a profile for their business (“Project Profile”). The User who creates a Project Profile becomes a creator for that Project (“Creator(s)”). A Creator can choose to post Project information and “test the waters” for a potential securities offering by posting a Project to a page that contains other projects that can be reviewed by Investor Members called the Project Grid. Creators can choose to request interested Investors to make a free, non-binding expression of interest (hereinafter called a “Pledge”). If Creators receive enough Pledges to meet their goal (hereinafter the “Pledge Goal”), such Creator may decide to file an offering and offer units for sale to qualified Investor Members. At that point under the securities laws of the United States and the individual states, that Creator becomes an issuer of securities (the “Issuer”). ideaPledge shall never act as an Issuer for any Project on ideaPledge. ideaPledge is not an issuer or a funding platform, but offers application tools to Creator Members of the ideaPledge Private Investment Club to share private information with other Members. ideaPledge does not recommend or otherwise suggest that any investor make an investment in a particular Project, or that any Project offer securities to a particular investor. ideaPledge takes no part in the negotiation or execution of transactions for the purchase or sale of securities. No transactions are executed or negotiated on or through the Service.
B. User Requirements:
The following criteria must be met by every User applying to use the ideaPledge Website: User must not breach the terms and conditions of this Agreement.
If you are a Creator with an entity or if you are an entity applying to conduct a Pledge using the Service, you represent and warrant that the Pledge is being conducted by a legal U.S. entity, including, but not limited to, limited liability companies, corporations, and limited liability partnerships and that such entity is registered to conduct business in its state of incorporation/formation. ideaPledge may, in its sole discretion, refuse to offer the Service to any person or entity and ideaPledge may, in its sole discretion, change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.
ideaPledge welcomes U.S. and non-U.S. Members. In the event that non-U.S. Members join ideaPledge, such Members agree to select the United States as the exclusive jurisdiction and governing law and expressly waive and disclaim the right to bring an action in another nation, or to select the governing law of any other nation.
Part II – General Terms
A. Service Content, Ownership, Limited License and Rights of Others
a. Content. The Service contains a variety of: (i) materials and other items relating to ideaPledge, and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material (including source and object code); (ii) trademarks, trade dress, logos, trade names, service marks, and/or trade identities of various parties, including those of ideaPledge (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”). In addition, User contact information, including user names, contact information, emails, addresses, IP addresses, credit card information and other information to identify Users, (collectively “Private Content”), shall be collected and stored by the Service.
b. Ownership. The Service (including past, present, and future versions), Content and Private Content are owned or controlled exclusively by ideaPledge. All right, title, and interest in and to the Content available via the Service and the Private Content is the property of ideaPledge, and is protected by U.S. and international copyright, trademark, trade dress, patent, trade secret and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. ideaPledge owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Service and the Private Content.
c. Limited License. Subject to your strict compliance with these Terms and any Additional Disclaimers, ideaPledge grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to download (temporary storage only), display, view, use, play, and/or print one copy of the Content (excluding Private Content and source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a personal computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”) for your personal, non-commercial use only. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in ideaPledge’s sole discretion, and without advance notice or liability. Any attempt to obtain the Private Content, whether through legal or illegal means, or through any attempted judicial or administrative action, will result in this limited license being immediately terminated, without advance notice or liability, and all property or funds shall be seized by ideaPledge and either returned to Investor Members or kept indefinitely by ideaPledge without return or interest thereon. If a court of competent jurisdiction holds any part of this clause to be unconscionable or unenforceable, then User shall grant ideaPledge a 180 day compliance period, during which time ideaPledge will seek to receive written authorization from all Users subject to this clause to release such Private Content. If, however, ideaPledge is unable to receive such written authorization from all such Users, then User shall continue to grant 180 day compliance periods to ideaPledge, until ideaPledge has received written authorizations from every User subject to this clause to release such Private Content.
d. Rights of Others. When using the Service, you must respect the intellectual property and other rights of ideaPledge and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. If you believe that your work has been infringed by means of an improper posting or distribution of it via the Service, then please see the DMCA Notice below.
B. User Content:
ideaPledge offers Users of the Service the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Service (collectively, “submit”) messages, Pledge materials, text, illustrations, files, images, graphics, photos, comments, responses, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User Submissions”). ideaPledge may allow you to do this through forums, blogs, message boards, contact us tools, email, and other communications functionality. Subject to the license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User Submissions and you remain ultimately responsible for it, except for Private Content, which shall remain the exclusive property of ideaPledge.
• You grant to ideaPledge the unrestricted, unconditional, worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf, its successors and assigns to): (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, and distribute, your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights in connection with: (a) the Service, (b) ideaPledge’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Service (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. You understand that in exercising such rights metadata, notices and content may be removed or altered, including copyright management information, and you consent thereto and represent and warrant you have all necessary authority to do so. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section.
• You are publishing your User Submission, and you may be identified publicly by your name or User Name (defined below) in association with your User Submission.
• You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, modify, reproduce, distribute, and display such User Submissions solely for personal, non-commercial use.
• You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant ideaPledge all of the license rights granted herein.
• You will pay all royalties and other amounts owed to any person or entity based on your submitting User Submissions to the Service or ideaPledge’s publishing or hosting of the User Submissions as contemplated by these Terms.
• You represent and warrant that the use or other exploitation of User Submissions by ideaPledge and Users as contemplated by these Terms will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
• ideaPledge shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.
• All information publicly posted or privately transmitted through the Service is the sole responsibility of the person from whom that information originated.
• ideaPledge will not be liable for any errors or omissions in any Content.
• ideaPledge cannot guarantee the identity of any other Users with whom you may interact while using the Service.
• All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
• Users are solely responsible for registering and enforcing their intellectual property.
C. User Conduct:
As a condition of use of our Service and the submission of User Submissions to the Service, you promise not to use the Service for any purpose that is prohibited by the Terms or applicable law. You are responsible for all of your activity in connection with the Service. Additionally, as a condition of your use of the Service:
• You agree not to post any material that is obscene, lewd, lascivious, pornographic, contains nudity or visual depictions of sexual acts, excessively violent, harassing, or otherwise objectionable;
• You agree not to post any User Submissions that violate any copyrights, patents, trademarks, trade secrets, or any other intellectual property or other rights of others:
• You agree not to post any User Submissions that disparage any third-party or ideaPledge;
• You agree not to post any User Submissions that you know are false, fraudulent, misleading, or inaccurate or that misrepresents your identity or affiliation with a person or company;
• You agree not to use the Service in any tortious or unlawful manner, including the posting of libelous, defamatory, scandalous, threatening, harassing or private information without the permission of the person(s) involved, or posting User Submissions that is likely to cause emotional distress;
• You agree not to post any investment or other materials using the Service where you have no intent to complete the investment;
• You agree not to post any User Submissions that constitute unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
• You agree not to introduce any malicious software, viruses, worms, Trojan horses, or other harmful code on the Service that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of ideaPledge or any third party;
• We hope that you will use the Service to exchange information and content about investments and fundraising and have venue appropriate discussions with other members. However, please remember that the Service is public or semi-public and User Submissions that you submit on the Service may be accessible and viewable by other Users. Do not submit personally identifying information (e.g., first and last name together, password, phone number, address, credit card number, medical information, email address, or other personally identifiable information or contact information) on community spaces and take care when disclosing this type of information to others;
• You agree not to impersonate any person or entity, including any employee or representative of ideaPledge; and
• You agree not to circumvent any security-related features of the Service, including those designed to limit copying or reproduction of the Content.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by ideaPledge in its sole discretion) an unreasonable or disproportionately large burden or load on ideaPledge’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures ideaPledge may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Service.
You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
ideaPledge does not guarantee that any Content will be made available through the Service. ideaPledge has no obligation to monitor the Service or Content. ideaPledge reserves the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Pledge or Project Profile; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; and (iii) remove or block any User or User Submission. ideaPledge reserves the right not to comment on or provide explanations for any of these actions and shall not, to the fullest extent permissible by law, be held liable for any losses or damages resulting from the foregoing.
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the User. We may not monitor or control the Content posted via the Service and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Service is done so at your own risk. You are solely responsible for your interaction with other Users of the Service, whether online or offline. We are not responsible or liable for the conduct or content of any User. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other Users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content, User Submissions or other communications posted via the Service or endorse any opinions expressed via the Service. You understand that by using the Service, you may be exposed to Content or User Submissions that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will ideaPledge be liable in any way for any Content or User Submissions, including, but not limited to, any errors or omissions in any Content or User Submissions, or any loss or damage of any kind incurred as a result of the use of any Content/User Submissions posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere. The Service may include advertisements or other content, which may be targeted to the Users on the Service, queries made through the Service, or other information, and you have no claim against ideaPledge for the placement of advertising or similar content on the Service or in connection with the display of advertising or similar content from the Service whether submitted by you or others.
ideaPledge shall not be liable for any investment decisions made based upon Content or User Submissions. Users agree that any reliance upon any Content, User Submissions or information distributed through, posted on or accessed from the Service is at your sole risk. ideaPledge is entitled to rely upon the information provided by its Users. ideaPledge cannot guarantee that Projects on the Service will use the proceeds of any Pledge in accordance with the stated purpose. Users acknowledge and agree that ideaPledge does not provide any representation, warranty or assurance that the offering on the Service are made in accordance with state and/or Federal securities law, including the exception to the sale of unregistered securities. ideaPledge makes no representation or warranties regarding the legality or compliance of any offering posted on the Service with such laws.
You are responsible for your use of the Service, for any User Submissions you provide, and for any consequences thereof, including the use of your User Submissions by other Users and our third-party partners. You understand that your User Submissions may be syndicated, relied on, distributed, or published by our partners and if you do not have the right to submit User Submissions for such use, it may subject you to liability. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any User Submissions that you submit.
Access to all content of this website is reserved exclusively to Members, which are required to register with ideaPledge. You shall provide accurate, complete, and updated registration information. You are solely responsible for updating any and all pertinent registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your account. You shall not use as a User Name, domain name, Project name, or Project profile name or any name or term that: (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene. ideaPledge reserves the right, in its sole discretion, to refuse registration of or cancel a User Name, domain name, Project name, and Project profile name. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Service. You shall never use another User account without the other User’s express permission. You will immediately notify ideaPledge in writing of any unauthorized use of your account. You shall be responsible for any losses caused to ideaPledge and other Users by any use of your account, both unauthorized and authorized. You acknowledge and agree that to access certain Content and User Submissions on the Service, you will be required to register with the Service and agree to keep such information confidential. To the extent you opt to not review such confidential documents about Projects, you acknowledge and agree that you assume the risk that such additional information may be relevant to your decision to invest in a particular Offering and you knowingly accept the risks of not reviewing such information. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing account obligations.
E. Quality Standards:
You represent and warrant that all Content provided by you to ideaPledge to post on the Service meet certain standards to ensure the quality of its platform and the integrity of its social network. To this end, you understand that materials submitted must:
• Contain all required fields and data;
• Be presented in a professional manner with visual clues and professional formatting;
• Not contain any untrue statement of a material fact or omit to state a material fact;
• Not contain any confidential information;
• Contain clear data presentation;
• Present a complete and accurate view of the company;
• Present a complete and accurate view of the Pledge;
• Present a complete and accurate view of the team, advisors and investors;
• Present a clear pitch and deal summary;
• Have an updated company profile on ideaPledge;
• Have Creators and team members with full profiles;
• Be clear and concise;
• Use proper grammar, punctuation and spelling;
• Use a professional tone; and
• Present a Project in the manner, maturity and documentation that is customarily expected of private companies raising money through a regulated issuance of equity through Regulation D or similar issuances.
a. Pledges: When Investor Members make a Pledge, Investor Members may register such Pledge by the use of a virtual currency used on the Service called iP Dollars (hereinafter “iP Dollars”).
b. Meeting Pledge Goal: The Pledge Goal is selected by the Creator at the time the Project Profile is created, and the Service monitors the number and amount of Pledges and alerts the Creator when such Pledge Goal has been met. When a Creator receives enough Pledges to meet the Pledge Goal, such Creator may decide to file an offering through a Preferred Provider and offer units for sale to qualified Investor Members (hereinafter “Initiate Offering”).
c. Initiate Offering: If the Creator shall Initiate Offering, then under the securities laws of the United States and the individual states, that Creator becomes the Issuer. ideaPledge shall never act as an Issuer for any Project on ideaPledge and Users hereby expressly disclaim any liability or duty of ideaPledge as an Issuer, and User hereby agrees to indemnify ideaPledge for any and all liability, costs, damages, fees, penalties, arbitration costs, or compliance or legal fees resulting in any claim that ideaPledge is an Issuer.
d. Collection Campaign: The Service shall enable a collection account campaign by Issuer (hereinafter the Collection Campaign), through which Investor Members will do the following:
i. Investors shall receive, review and sign securities offering, limited liability company, state and federal securities exemption filing and disclosure Information, and other legal documentation provided by the Issuer and prepared by a Preferred Provider designated by the sole discretion of ideaPledge (hereinafter the “Offering Materials”). The choice and selection of the particular state and federal securities exemption shall be exclusively decided by the Preferred Provider. The Offering Materials shall provide for a maximum and minimum offering amount. The maximum offering amount shall be set at the Pledge Goal (“Maximum Offering Amount”). The minimum offering amount shall be set at the direction of Issuer, and Issuer shall warrant and represent that such minimum offering amount shall be sufficient to conduct the business specified in the Project Profile (“Minimum Offering Amount”). ideaPledge reserves the right, but shall not be required to, reject a Minimum Offering Amount which in the sole discretion of ideaPledge does not provide for the funds necessary to achieve the goals specified in the Project Profile. In no event shall ideaPledge be required to make a determination of the sufficiency of the Minimum Offering Amount.
ii. Investors will be asked to go to the Collection Campaign link and fulfill their Pledges. Federal and State Securities laws require that the decision to fulfill Pledges be entirely voluntary on the part of the Investor, so ideaPledge makes no guarantees, warranties or predictions of any kind regarding what percentage of Investors will fulfill their Pledges.
e. Pledge Goal Activation: Such Pre-Authorizations shall not be processed by Service until the Minimum Offering Amount has been reached in the Collection Campaign. At such time as the Minimum Offering Amount has been reached in the Collection Campaign, Issuer shall have the right to decide to close the securities offering (“Offering Closing”). On the Offering Closing, ideaPledge shall process all Pre-Authorizations for all Investor Members that have signed the Offering Materials (the “Collected Funds”). The Collected Funds may not equal the Collection Campaign total, because some Pre-Authorizations might fail to process because either Investor Member’s account issuers reject the transaction, or because the Investor Member has insufficient funds available. ideaPledge shall make reasonable best efforts to collect on all Pre-Authorizations, but User expressly waives any and all liability on the part of ideaPledge for the failure to collect on all Pre-Authorizations. Moreover, ideaPledge takes no responsibility for Investor Members who fail for any reason to purchase reserved shares. Securities and Exchange Commission regulations prevent ideaPledge from requiring any binding agreements purchase to reserve shares, and hence every Investor Member is free to not purchase reserved shares.
f. Distribution of Funds: Service shall distribute the Collected Funds to Issuer after all provisions of the Offering Materials have been complied with, including the right of rescission period required in some states, less the fees specified by the current Fee Chart (“ideaPledge Fees”). ideaPledge Fees are a percentage of the Collected Funds, which shall include the fee for the Preferred Provider. Preferred Providers provide services in exchange for the payment specified in the Fee Chart.
g. Statement of Acount: IdeaPledge will render an accounting statement (“Accounting Statement”) to Issuer with respect to Collected Funds received by IdeaPledge not later than sixty (60) days after the Offering Closing, and such statement shall set forth in reasonable detail the Collected Funds received by IdeaPledge during the Collection Campaign and the permitted fees, costs and expenses deducted from such Collected Funds. The amount shown to be due to Issuer by such statement shall be paid to Issuer together with the Accounting. IdeaPledge shall not be required to render an Accounting Statement hereunder if IdeaPledge does not receive any Collected Funds, or if the Minimum Offering Amount is not met, or if the Collection Campaign is terminated. Each Accounting Statement rendered hereunder shall be binding upon Issuer upon the expiration of six (6) months from and after the date upon which such statement is rendered, unless written objections are received by ideaPledge from Issuer before the expiration of such period.
The following shall hereinafter be referred to as the “Term.” The term of this Agreement shall start upon the User Application Date and shall continue in perpetuity provided that there are services, disputes, benefits, or confidential information between ideaPledge and User or User and any other User. The Term of ideaPledge Benefits shall be on an annual basis, commencing on the date of the User Application Date and ending on the last day of the same year, unless User shall request, and ideaPledge shall agree to the continuation of ideaPledge Benefits into the next year (“ideaPledge Benefits Term”). In no event shall the ideaPledge Benefits Term extend beyond the User Termination Date.
To become a ideaPledge member, you need to register with ideaPledge. When registering, you must fill in all mandatory fields with true, accurate, current and complete information about yourself as prompted in the registration form and maintain and promptly update this information to keep it true, accurate, current and complete. IDEAPLEDGE, LLC has the right to suspend or terminate your account and refuse any and all current or future use of its service if it suspects that such information is untrue, inaccurate, not current or incomplete.
You are responsible for maintaining the confidentiality of the password and username you provided during the registration process, and you are fully responsible for all activities that occur under your password or account. You agree to immediately notify ideaPledge of any unauthorized use of your password or username or any other breach of security.
You acknowledge that IDEAPLEDGE, LLC may establish general practices and limits concerning use of ideaPledge, including without limitation the maximum number of days that messages, submissions, data, submission comments, or other uploaded content will be retained by ideaPledge, the maximum number of messages or other content that may be sent from or received by an account on ideaPledge, the maximum size of any message or other content that may be sent from or received by an account on the Service, the maximum disk space that will be allocated on ideaPledge servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access ideaPledge in a given period of time. You agree that IDEAPLEDGE, LLC has no responsibility or liability for the deletion or failure to store any messages, submissions, progress, data, submission comments, or other uploaded content maintained or transmitted by ideaPledge. You acknowledge that IDEAPLEDGE, LLC reserves the right to deactivate accounts that are inactive for an extended period of time. You further acknowledge that IDEAPLEDGE, LLC reserves the right to modify these general practices and limits from time to time.
6. Trade and Service Mark Rights
All rights in the product names, company names, trade names, logos, and designs of all IDEAPLEDGE, LLC or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to IDEAPLEDGE, LLC or their respective owners and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Site confers on you any license or right under any patent or trademark of IDEAPLEDGE, LLC or any third party.
7. Prohibited Uses Generally
Without limiting the foregoing, you agree not to:
a) harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
b) use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
c) use automated scripts to collect information from or otherwise interact with the Service or the Site;
d) upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
d) upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that: (i) are of you or your friends, (ii) are taken by you or your friends, or (iii) are original art or animation created by you or your friends;
e) register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
f) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
g) upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
h) upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
i) solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
j) upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
k) intimidate or harass another;
l) upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
m) use or attempt to use another’s account, service or system without authorization from the Company, or create a false identity on the Service or the Site.
n) upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.
8. STATE, LOCAL AND NATIONAL LAW: This Website is not available in any state, county, city, precinct, country or area where access to this Website may violate laws in such area. User shall bear responsibility to verify that this Website does not violate any law of User’s place of residence.
9. IDEAPLEDGE WEBSITE PRIVACY STATEMENT: The Privacy Statement on the ideaPledge Website is hereby incorporated herein and made a part hereof.
IDEAPLEDGE SECURITIES DISCLAIMERS: The Securities Disclaimers on the ideaPledge Website is hereby incorporated herein and made a part hereof.
10. REMEDIES: If ideaPledge breaches any covenant or condition of this Agreement, User acknowledges and agrees that User’s sole remedy shall be an action at law to recover payments and/or monetary damages, pursuant to the mediation and arbitration rules herein. In no event shall any of the obligations of ideaPledge under this Agreement, or any breach thereof, create a right of rescission or right to injunctive or other equitable relief in User.
11. LIMITATION ON REMEDIES:
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL IDEAPLEDGE, ITS AFFILIATES, NOR EACH OF ITS AFFILIATES’ DIRECTORS, EMPLOYEES, MANAGERS, AGENTS, CONTRACTORS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) TEN U.S. DOLLARS ($10.00). Users further understand and expressly agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.
In addition, in no event shall the total liability of ideaPledge Preferred Providers in connection with any obligations provided for herein with the User exceed the total amount of money paid directly by User to such ideaPledge Preferred Provider.
12. NOTICES: All checks and notices from ideaPledge to User shall be sent to User by certified mail return receipt requested at the address provided on the Contact page. All notices shall be deemed given upon deposit in the ordinary course of the U.S. mail by the method specified above.
13. ASSIGNMENT: ideaPledge may assign, license, transfer or otherwise dispose of this User Agreement, and any of the rights, licenses, privileges or property conveyed, in whole or in part; it being acknowledged, however, that all rights, duties and obligations of the User hereto are personal and non assignable.
14. CREDIT: The credit provisions are as follows: ideaPledge will be accorded a “Special Thanks to ideaPledge” credit in all territories and Media, on all Projects as available, immediately before any other legal, accounting, or finance company credit. Such screen credits as stated in this clause shall also appear in any and all promotional or publicity materials and in paid advertisements.
15. CONFIDENTIALITY: User agrees that he/she will not, whether during the term of this Agreement or thereafter, use any material or information provided to User by ideaPledge in any manner other than in the completion of his/her obligations under this Agreement. User further agrees not to disclose to any third party any confidential information provided by ideaPledge, including the terms of this Agreement.
All information on ideaPledge shall be treated as private and confidential by all Members (hereinafter “Private Information”), and it is a violation of the Terms to share any such information with non-members. ideaPledge cannot control how Private Information is used by Members and expressly disclaims liability from any such misuse by Members of Private Information. We also cannot guarantee that there will never be a software bug or a hacker attack that will allow the unauthorized viewing of material, or that Investor Members actually fit within any category.
16. RELATIONSHIP OF PARTIES: Neither the User nor its employees or agents shall be deemed to be ideaPledge’s employees, agents, or contractors. Nothing in this agreement is intended to, or shall be deemed to, constitute a partnership or joint venture between the parties. Neither party shall incur any debts or make any commitments for the other.
17. GOVERNING LAW AND ARBITRATION OF ALL CLAIMS BETWEEN YOU AND IDEAPLEDGE AND YOU AND OTHER MEMBERS:
This clause is deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and ideaPledge agree that we intend that this clause satisfies the “writing” requirement of the Federal Arbitration Act.
A. Non-Binding Mediation. If any controversy, allegation, or claim of any kind arises between you and ideaPledge (collectively, “Dispute”), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute, along with a proposed resolution of it. In addition, if any controversy, allegation, or claim of any kind arises between you and any other Member, then you and such other Member agree to these same terms of Non-Binding Mediation of such claims. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this clause. Your notice to us must be sent via registered mail, return receipt requested to: The address specified on the Contact Page of the Website. For a period of sixty (60) days from the date of receipt of notice from the other party, ideaPledge and you will engage in a dialogue in order to attempt to resolve the Dispute, though nothing will require either you or ideaPledge to resolve the Dispute on terms with respect to which you and ideaPledge, in each of our sole discretion, are not comfortable.
B. Binding Arbitration. If we cannot resolve a Dispute as set forth in subclause (A) above within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND IDEAPLEDGE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT— INCLUDING, BUT NOT LIMITED TO, FRAUD, ANY OTHER INTENTIONAL TORT OR NEGLIGENCE,—COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND INCLUDING CLAIMS OF SECURITIES FRAUD, OR FAILURES TO REGISTER, FILE FOR EXEMPTION, OR OTHERWISE PROVIDE SECURITIES DISCLOSURES, AND INCLUDING ANY RIGHTS OF RECISION AND STATUTORY RIGHTS TO DAMAGES, UNDER BOTH FEDERAL, STATE AND INTERNATIONAL SECURITIES LAW), WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS, MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION. THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE OR ADVERTISING AVAILABLE ON OR THROUGH THE SERVICE. In addition, if any controversy, allegation, or claim of any kind arises between you and any other Member and such is not settled through non-binding mediation, then you and such other Member agree to these same terms of Binding Arbitration of such claims. The United States Federal Arbitration Act (“FAA”), not state or international law, shall govern the arbitrability of all disputes between ideaPledge and you regarding these Terms (and any Additional Disclaimers) and the Service, including the “No Class Action Matters” Section below. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.
Any Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules (“Rules”) of the American Arbitration Association (“AAA”), except as modified herein, and the arbitration will be administered by the AAA. If a party properly submits the Dispute to the AAA for formal arbitration and the AAA is unwilling to set a hearing then either party can elect to have the arbitration administered by the Judicial Arbitration and Mediation Services Inc. (“JAMS”) using JAMS’ streamlined Arbitration Rules and Procedures, or by any other arbitration administration service that you and an officer or legal representative of ideaPledge consent to in writing. Any arbitration shall be before a single arbitrator with knowledge of the finance, entertainment, and high tech industry, in the City of Beverly Hills, California, USA. The arbitrator must be approved by ideaPledge in writing. The language of the arbitration shall be English. The award of the arbitrator may be entered in any court of competent jurisdiction for enforcement. All costs of the arbitration, including reasonable outside attorney’s fees and other out-of pocket expenses of the parties, whether or not such expenses might be deemed recoverable costs of litigation under the Delaware Rules of Court, shall be awarded and apportioned by the arbitrator to the party or parties that prevail in the arbitration. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. The arbitrators will have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages, and any award hereunder against ideaPledge shall be subject to the Limitation On Remedies provision and the Waiver Of Claims provision herein, except as may be required by statute. The arbitrator will determine any Dispute according to applicable Delaware law and facts based upon the record and no other basis. This arbitration provision shall survive termination of these Terms or the Service. You can obtain AAA and JAMS procedures, rules, and fee information as follows: AAA: 800.778.7879 and http://www.adr.org and JAMS: 800.352.5267 and http://www.jamsadr.com.
C. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SUBSECTION (A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES — OR IT WILL BE FOREVER BARRED. Commencing means, as applicable: (a) by delivery of written notice as set forth above in Subsection (A); (b) filing for arbitration as set forth in subsection (B); or (c) filing an action in state or Federal court.
D. Governing Law. These Terms and any Additional Disclaimers will be governed by and construed in accordance with, and any Dispute will be resolved in accordance with the laws of the State of Delaware, USA, without regard to its conflicts of law provisions.
E. No Class Action Matters. YOU AND IDEAPLEDGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated. The arbitrator does not have the power to vary these class action waiver provisions.
18. RIGHT TO COUNSEL: User expressly understands that User has the right to seek separate counsel in respect to this Agreement, and that ideaPledge has advised User to do so. By executing this Agreement User warrants and represents that User has obtained the advice of separate counsel, or has voluntarily waived such right.
19. SEVERABILITY: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated.
20. TERMINATION: It is understood by User that ideaPledge may terminate User’s services at any earlier date than those specified above for breach of any provision of this agreement without notice.
21. WAIVERS: All rights of the parties are separate and cumulative, and no one of them, whether exercised or not, shall be deemed to be to the exclusion of any other rights and shall not limit or prejudice any other legal or equitable rights or remedies which the parties may have. The parties shall not be deemed to waive any of their rights or remedies under this Agreement, unless such waiver is in writing and signed by the party to be bound. No delay or omission on the part of either party in exercising any right shall operate as a waiver of such right or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.
22. WAIVER OF CLAIMS: User hereby waives and relinquishes any rights or remedies at law, in equity or otherwise, and further releases ideaPledge and ideaPledge’s employees, agents, successors, licensees, and assigns from, and covenants not to sue ideaPledge, or any of them, with respect to any claim, cause of action, liability or damage of any nature whatsoever arising out of or in connection with the exercise of any provision herein. The aforesaid waivers are hereby made by User, both on User’s own behalf and on the behalf of User’s heirs.
23. FORCE MAJEURE: “Force Majeure” means any fire, flood, earthquake, or public disaster; strike, labor dispute or unrest; embargo, riot, war, insurrection or civil unrest; any act of God, any act of legally constituted authority; or any other cause beyond ideaPledge’s control which would excuse ideaPledge’s performance as a matter of law. If by reason of force majeure, ideaPledge’s performance hereunder is delayed, hampered or prevented, then any required performance by ideaPledge herein shall be extended for the amount of time of such delay or prevention up to a maximum of six months.
24. GOVERNING LAW/ JURISDICTION: This Agreement shall be governed by, and construed, in accordance with the laws of the State of Delaware, USA, applicable to contracts entered into and to be fully performed therein. If for any reason the Arbitration provision herein shall be held to be unenforceable by a court of competent jurisdiction, then such dispute or controversy shall be adjudicated in the Federal and/or State courts located in Los Angeles, California, USA, which such courts shall have exclusive jurisdiction over any claims arising hereunder. Nothing herein shall serve to prevent enforcement of binding Arbitration upon the parties as provided in this Agreement, nor to in any way contradict the Agreement executed by the parties regarding Arbitration in Beverly Hills, California, USA.
25. AMENDMENT MUST BE IN WRITING: This Agreement contains the full and complete understanding between the parties, supercedes all prior agreements and understandings, whether written or oral, pertaining thereto, and cannot be modified except by a written instrument posted to the Website by ideaPledge.
Recipient will not use any information about the ideaPledge service for any purpose except to evaluate the service and provide feedback to ideaPledge. Recipient will not disclose any information about the ideaPledge service including but not limited to features, Content, Private Content, screen shots, or members to any third party. This restriction will survive the expiration of the Services and Term.
A printed version of the Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Unless otherwise specified herein, the Agreement constitutes the entire agreement between you and IDEAPLEDGE, LLC and governs your use of the Site. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
28. U.S. Export Controls.
Software available in connection with ideaPledge is further subject to United States export controls. No Software may be downloaded from the ideaPledge Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
29. Notice of Copyright Infringement
If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please provide IDEAPLEDGE, LLC’s Copyright Agent with the following information:
(a) identification of the copyrighted work claimed to have been infringed;
(b) identification of the allegedly infringing material on the Site that is requested to be removed;
(c) your name, address, and daytime telephone number, and an e-mail address if available, so that IDEAPLEDGE, LLC may contact you if necessary;
(d) a statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
(e) a statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
(f) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement.
IDEAPLEDGE, LLC’s Copyright Agent for notice of claims of copyright infringement on the Site can be reached as follows:
ideaPledge, LLC – Copyright Agent
The Address Provided on the Contact Page
IDEAPLEDGE, LLC will remove any content that infringes upon the copyright of any person under the laws of the United States upon receipt of such a statement (or, more specifically, any statement in conformance with 17 U.S.C. § 512(c)(3)). United States law provides significant penalties for submitting such a statement falsely.
If you believe that your work has been removed or disabled by mistake or misidentification, please notify ideaPledge’s Copyright Agent in writing. Your counter-notice must contain the following information (please confirm these requirements with your legal counsel or see the
U.S. Copyright Act, 17 U.S.C. § 512(g)(3), for more information):
• a physical or electronic signature of the User of the Services;
• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• a statement made under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and
• the subscriber’s name, address, telephone number, and a statement that the subscriber consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification as described above or an agent of such person.
Under the Copyright Act, any person who knowingly materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability. If you fail to comply with these notice requirements, your notification or counter-notification may not be valid. In accordance with the DMCA, ideaPledge has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. ideaPledge also may terminate User accounts even based on a single infringement, at the sole discretion of ideaPledge. No refund or exchange will be provided in any event.
Please note that this procedure is exclusively for notifying ideaPledge and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. ideaPledge may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights. You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Service without liability to you or any other party and that the claims of the complaining party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
A. Definitions: The following definitions are referred to throughout the Agreement:
a) “Annual Fee” You acknowledge that ideaPledge charges for certain Services as is posted on the website, and that ideaPledge may change its fees from time to time in its discretion.
Annual Fees will be automatically renewed on the User Termination Date, unless services are cancelled thirty (30) days before such date.
b) “User Termination Date” – Refers to the date upon which all ideaPledge Benefits will cease for User. The User Termination Date shall not be later than the date that is 12 months after the User Application Date, unless User shall pay the then applicable Annual Fee as posted on the ideaPledge Website before the User Termination Date.
c) “ideaPledge Benefits” – Any of the enumerated Services that a User may become eligible for under this Agreement, as found in Part I, section A. of this Agreement.
d) “ideaPledge Website” or “Website” – The website that ideaPledge maintains as the principal source of communication between ideaPledge and User. Presently the ideaPledge Website is www.ideaPledge.com.
e) “User” – A person who has agreed to the terms of this Agreement and complied with the terms required by ideaPledge to become a User.
f) “User Application Date” – The first day of the month in which User completes the User Application Form on the ideaPledge Website and pays the Annual Fee in full.
g) “User Application Form” – The form maintained on the ideaPledge Website that is designated by ideaPledge as the principal place for Users to apply to gain access to the ideaPledge Website.
h) “User Services Date” – The first day of the month in which User becomes eligible for a specific ideaPledge Benefit and ideaPledge, or an affiliate or partner of ideaPledge, shall agree to provide such benefit to User.
B. Disclaimer of Warranties
THE SITE IS PROVIDED “AS IS.” IDEAPLEDGE, LLC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SITE, LINKED SITES, OR OTHER CONTENT THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITE. IDEAPLEDGE, LLC DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IDEAPLEDGE, LLC DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL (a) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (c) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE, (d) WARRANTIES RELATING TO THE ACCURACY, RELIABILITY, CORRECTNESS, OR COMPLETENESS OF DATA MADE AVAILABLE ON THE SITE OR OTHERWISE BY IDEAPLEDGE, LLC, AND (e) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY IDEAPLEDGE, LLC OR ANY THIRD PARTY. FURTHER, THERE IS NO WARRANTY THAT THE SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
IDEAPLEDGE, LLC MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, (a) THAT THE INFORMATION PROVIDED THROUGH THE SITE WILL BE FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION, OR FROM TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS; (b) THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (c) THAT DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; OR (d) THAT THE CONTENT ON THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION ON THIS SITE IS SUBJECT TO CHANGE WITHOUT NOTICE, AND IDEAPLEDGE, LLC DISCLAIMS ALL RESPONSIBILITY FOR THESE CHANGES; (e) AND MAKES NO IMPLIED WARRANTIES OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE WEBSITE AND IDEAPLEDGE BENEFITS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE IDEAPLEDGE BENEFITS OR WEBSITE.
ANY AND ALL PRICING, DELIVERY, OR CONTRACT INFORMATION IS SUBJECT TO FINAL CONFIRMATION BY IDEAPLEDGE, LLC YOUR RELIANCE ON SUCH INFORMATION PROVIDED SOLELY THROUGH THE SITE IS AT YOUR OWN RISK.
IN NO EVENT WILL IDEAPLEDGE, LLC OR ITS AFFILIATES, OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE SITE OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ANOTHER USER RELATED TO, ARISING FROM, OR IN ANY WAY CONNECTED WITH USE OF THE SITE, YOU RELEASE IDEAPLEDGE, LLC FROM ANY CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.
These limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if IDEAPLEDGE, LLC has been advised of the possibility of such damage. Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, IDEAPLEDGE, LLC’s liability in such jurisdictions shall be limited to the extent permitted by law.
User hereby warrants that it has the right and authority to enter into this Agreement and to agree to the terms agreed to by it herein; that the consent of no other person, firm, corporation or otherwise is required to enable User to participate in the User activities as described herein and that such participation will not violate the rights of any kind of any third parties.
You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including without limitation through the Share Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.
31. AGREEMENT TO TERMS
User expressly agrees to the terms and conditions of this Agreement by clicking “I Agree” on the Registration Form of the ideaPledge Website or by using the Website. User understands that all of ideaPledge’s services, obligations, and agreements herein are expressly conditioned upon User’s full and complete agreement to be bound by the terms and conditions of this Agreement.
1. Electronic Signature. This Agreement is an electronic contract that governs your use of and access to the Site. By checking the box indicating you accept these terms, you create an electronic signature that has the same legal force and effect as a handwritten signature.
2. Electronic Form. When you check the box indicating your acceptance of the Agreement, you also consent to have the Agreement provided to you in electronic form and agree to receive information about your account electronically. IDEAPLEDGE, LLC reserves the right to send you information about your account by postal mail.
3. Non-electronic Copy. You have the right to receive this Agreement in non-electronic form. You may request a non-electronic copy of this Agreement either before or after you electronically sign it. To receive a non-electronic copy of the Agreement, please contact us through the method provided on the website or a letter and self-addressed, stamped envelope to:
The Address Provided on the Contact Page
4. Withdrawing Your Consent. You have the right at any time to withdraw your consent to have the Agreement provided to you in electronic form. Should you choose to withdraw your consent to have the Agreement provided to you in electronic form, you will no longer be enrolled in the Site and you will not be able to access password-protected areas of the Site. We only will issue you a new username and password for the Site after we receive a signed copy of a non-electronic version of the Agreement, which we will send to you upon request. To withdraw your consent and/or request a non-electronic copy of the Agreement, please send an email to through the method provided on the website or a letter and self-addressed stamped envelope to:
ideaPledge, LLC – Withdrawal of Consent Request
The Address Provided on the Contact Page
Your withdrawal of consent will be effective within a reasonable time after IDEAPLEDGE, LLC receives the notice described above, and it will not affect any action taken in reliance on your consent or the continuing enforceability of the Agreement.
5. Access and Retention. In order to access and retain the Agreement, you must have access to the World Wide Web, either directly or through devices that access Web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program. We will notify you of any changes in the hardware or software requirements needed to access or retain the Agreement that create a material risk that you will not be able to continue to access or retain it.
Last Revision: March 15, 2017