Terms and Conditions

IDEARISE TECHNOLOGIES LLC

GENERAL TERMS OF USE

Last Updated on June 7, 2023

Please read these Idearise Technologies LLC (“Idearise”) General Terms of Use (“Terms”) carefully.

The websites located at www.idearisetechnologies.com (the “Website”), is a copyrighted work belonging to Idearise one of its affiliates. Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features.

The Terms govern the use of the Website and any mobile application owned or controlled by Idearise (collectively, “Application”), and apply to all users visiting the Application, accessing, or using the Application in any way, including using the services and resources available or enabled via the Application (each a “Service” and collectively, the “Services”). The Website, the Application, the Services, and the information and content available on the Website and in the Application and the Services are collectively referred to as the “Idearise Properties”)

THESE GENERAL TERMS OF USE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE OR APPLICATION. BY CLICKING ON THE [“I ACCEPT”] BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE OR DOWNLOADING THE APPLICATION, OR ENTERING INTO A SALES ORDER OR WHEN YOU SUBMIT AN ORDER ON THE WEBSITE OR APPLICATION (WITH RESPECT TO EMPLOYERS), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE GENERAL TERMS OF USE (AND THE APPLICABLE SPECIFIC TERMSS), (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH IDEARISE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE GENERAL TERMS OF USE PERSONALLY OR ON BEHALF OF THE EMPLOYER YOU HAVE NAMED AS THE USER, AND TO BIND THAT EMPLOYER TO THESE GENERAL TERMS OF USE (COLLECTIVELY, THE “AGREEMENT”). THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTER ON THE WEBSITE OR APPLICATION. IF YOU DO NOT AGREE TO BE BOUND BY THE GENERAL TERMS OF USE AND THE PRIVACY POLICY, YOU MAY NOT ACCESS OR USE THE WEBSITE, THE APPLICATION OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 18 OF THESE GENERAL TERMS OF USE, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

Note that one or more of these documents may apply to you, and in such event, you agree to be bound by the terms and conditions of all such applicable Terms. To the extent, if any, that these General Terms of

PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY IDEARISE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Idearise will make a new copy of the changed Terms available at the Website and within the Applications. Idearise will also update the “Last Updated” date at the top of the changed Terms. Any changes to the Terms will be effective immediately for new Users of the Website, the Application or Services and will be effective 30 days after posting notice of such changes on the Website for existing Users, provided that any material changes will be effective for Users who have an Account with us upon the earlier of 30 days after posting notice of such changes on the Website or 30 days after dispatch of an e-mail notice of such changes to Registered Users (defined in Section 3.1 below). Idearise may require you to provide consent to the updated Terms in a specified manner before further use of the Website, the Application or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you will stop using the Website, the Application and/or the Services. Otherwise, your continued use of the Website, the Application or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

 

  1. Services.Idearise provides Services that are designed to connect employers with human resource entities with an available talent pool, as well as individual job seekers. Human resource entities and individual job seekers may also store certain personal and resume-related information in a standard format designed for easy sharing with employers and job recruiters. We do this by enabling human resource entities and job seekers to submit applications to employers through job postings and enabling employers to invite job seekers to apply for jobs.

 

  1. Use of the Services and Idearise Properties.The Idearise Properties are protected by copyright laws. Subject to the Terms, Idearise grants you a limited license to reproduce portions of Idearise Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by Idearise in a separate license, your right to use any Idearise Properties is subject to the Terms.

2.1 Application License. Subject to your compliance with the Terms, Idearise grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes. Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.

2.2 Updates. You understand that Idearise Properties are evolving. As a result, Idearise may require you to accept updates to Idearise Properties that you have installed on your computer or mobile device. You acknowledge and agree that Idearise may update Idearise Properties with or without notifying you. You may need to update third-party software from time to time in order to use Idearise Properties.

2.3 Certain Restrictions. You acknowledge and agree that the rights granted to you in the Terms are subject to the following restrictions: (a) you will not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Idearise Properties or any portion of Idearise Properties, including the Website, (b) you will not frame or utilize framing techniques to enclose any trademark, logo, or other Idearise Properties (including images, text, page layout or form) of Idearise; (c) you will not use any metatags or other “hidden text” using Idearise’s name or trademarks; (d) you will not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Idearise Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you will not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access Idearise Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Idearise Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you will not remove or destroy any copyright notices or other proprietary markings contained on or in Idearise Properties. Any future release, update or other addition to Idearise Properties will be subject to the Terms. Idearise, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Idearise Properties terminates the licenses granted by Idearise pursuant to the Terms.

2.4 Third-Party Materials. As a part of the Idearise Properties, you may have access to materials that are hosted by another party. You acknowledge and agree that it is impossible for Idearise to monitor such materials and that you access these materials at your own risk.

 

  1. Registration.

3.1 Registering Your Account. In order to access certain features of Idearise Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account on the Website or Application (“Account”).

3.2. Registration Data. In registering an account on the Website or Application, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least 18 years old, and if you are under 18 and legally permitted to be employed, you are accessing and using the Services under the supervision of your parent or legal guardian, who is bound to these Terms, in which case ”you” as used in the Terms includes your parent or legal guardian; (2) of legal age to form a binding contract or under the supervision of a parent or legal guardian who is of legal age to form a binding contract; and (3) not a person barred from using Idearise Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to notify Idearise immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or Idearise has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Idearise has the right to suspend or terminate your Account and refuse any and all current or future use of Idearise Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you will not have more than one Account at any given time. Idearise reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use Idearise Properties if you have been previously removed by Idearise, or if you have been previously banned from any of Idearise Properties.

3.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Idearise Properties, including but not limited to, a mobile device that is suitable to connect with and use Idearise Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Idearise Properties. By providing your cellphone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. Idearise will not assess and charge for any calls or texts, but standard message charges or other charges from your wireless carrier may apply.

 

  1. Responsibility for Content.

4.1. Types of Content. You acknowledge and agree that all files, materials, data, text, audio, video, images, job postings or other content, included or available in the Idearise Properties (“Content”), are the sole responsibility of the party from whom such Content originated. This means that you, and not Idearise, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Disclose”) through Idearise Properties (“Your Content”), and that you and other Users of Idearise Properties, and not Idearise, are similarly responsible for all Content they Disclose through Idearise Properties (“User Content”).

4.2 No Obligation to Pre-Screen Content. You acknowledge and agree that Idearise has no obligation to pre-screen Content (including, but not limited to, User Content), although Idearise reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. If Idearise pre-screens, refuses or removes any Content, you acknowledge and agree that Idearise will do so for Idearise’s benefit, or the benefit of the online community that we serve, not yours. Without limiting the foregoing, Idearise will have the right to remove any Content that violates the Terms or is otherwise objectionable.

4.3 Storage. Unless expressly agreed to by Idearise in writing elsewhere, Idearise has no obligation to store any of Your Content that you Disclose on Idearise Properties. Idearise has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Idearise Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that Idearise retains the right to create reasonable limits on Idearise’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Idearise in its sole discretion.

 

  1. Ownership.

5.1 Company Properties. Except with respect to Your Content and User Content, you agree that Idearise and its suppliers own all rights, title and interest in Idearise Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or Idearise Properties.

5.2 Trademarks. “IDEARISE,” “idearisetechnologies.com,” “Talent Linker,” and “Talentlinker.ai” and other related graphics, logos, service marks and trade names used on or in connection with Idearise Properties or in connection with the Services are the trademarks of Idearise and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in Idearise Properties are the property of their respective owners.

5.3 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Idearise Properties.

5.4 Your Content. Idearise does not claim ownership of Your Content. However, when you post or publish Your Content on or in Idearise Properties, you represent that you own or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

5.5 License to Your Content. Subject to any applicable account settings that you select, you grant Idearise a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing Idearise Properties to you and to our other Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not Idearise, are responsible for all of Your Content that you Disclose on or in Idearise Properties.

5.6 Investigations. Idearise may, but is not obligated to, monitor or review Idearise Properties and Content at any time. Without limiting the foregoing, Idearise will have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although Idearise does not generally monitor user activity occurring in connection with Idearise Properties or Content, if Idearise becomes aware of any possible violations by you of any provision of the Terms, Idearise reserves the right to investigate such violations, and Idearise may, at its sole discretion, immediately terminate your license to use Idearise Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

5.7 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on Idearise Properties, you hereby expressly permit Idearise to identify you by your username as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

5.8 Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.

5.9 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Idearise through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Idearise has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Idearise a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Idearise Properties.

 

  1. User Conduct.As a condition of your use of the Idearise Properties, you agree not to use Idearise Properties for any purpose that is prohibited by the Terms. You will not (and will not permit any third party to) either (a) take any action or (b) Disclose any Content on or through Idearise Properties that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without Idearise’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of Idearise; (vi) interferes with or attempt to interfere with the proper functioning of Idearise Properties or uses Idearise Properties in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against Idearise Properties, including but not limited to violating or attempting to violate any security features of Idearise Properties, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in Idearise Properties, introducing viruses, worms, or similar harmful code into Idearise Properties, or interfering or attempting to interfere with use of Idearise Properties by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” Idearise Properties.

 

  1. Removal of Content.

7.1 General. Idearise reserves the right to refuse to post or remove any Content submitted or posted to or through the Services. Notwithstanding the foregoing, you acknowledge that Idearise is under no obligation to edit or modify any Content or decide any dispute or disagreement between the posters and will have no liability to you for any Content. Idearise does not assume liability for Content or for any claims for economic loss resulting from Content. Idearise may remove any Content in the event it determines, in its sole discretion, that Content submitted:

  1. Is false, unlawful, misleading, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing (or advocates harassment of another person), threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  2. Is patently offensive to the online community, such as that which promotes racism, bigotry, hatred or physical, emotional or sexual harm of any kind against any group or individual;
  3. Solicits personal information from anyone under age 18;
  4. Violates another person’s privacy rights or that impersonates any person or entity;
  5. Would constitute, encourage, promote or provide instructions for conduct of an illegal activity, a criminal offense, give rise to civil liability, violate the rights of any party in any country of the world, or that would otherwise create liability or violate any local, national or international law, including, without limitation, the regulations of the U.S. Securities and Exchange Commission (SEC) or any rules of any securities exchange, including but not limited to, the New York Stock Exchange (NYSE) and/or the NASDAQ;
  6. Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy or providing or creating computer viruses;
  7. May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  8. Constitutes mass mailings or “spamming”, “junk mail”, “chain letters” or “pyramid schemes”;
  9. Impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including Idearise or any employer;
  10. Is private information of any third party, including, without limitation, addresses, phone numbers, e-mail addresses, social security numbers and credit card numbers;
  11. Include or are intended to facilitate viruses, corrupted data or other harmful, disruptive or destructive files;
  12. Is unrelated to the topic of the Reviews or employer for which such Review is posted;
  13. Contains misleading, unreadable, or “hidden” keywords, repeated words, or keywords, the names, logos or trademarks of unaffiliated companies, the names of colleges, cities, states town or other jurisdictions that are irrelevant or inapplicable to the job opportunity being presented, as determined by Snag in its sole discretion;
  14. In the case of job postings Content, contains more than one job position or description
  15. (i) is otherwise objectionable, (ii) restricts or inhibits any other person from using or enjoying the Services, or (iii) may expose Idearise or its users (including any employer) to any harm or liability of any type;
  16. May not be in the best interests of the online community that we serve or the efficient operations of the Services.

7.2 Job Postings Content. Idearise may remove any job posting Content in the event it determines, in its sole discretion, that the job posting Content:

  1. Does not comply with applicable federal, state, local, or international laws, including but not limited to laws relating to labor and employment, equal employment opportunity, and employment eligibility requirements, data privacy, data access and use, and intellectual property;
  2. Involves a criminal enterprise or would require engaging in illegal activity to perform such job;
  3. Advertises for a competitor of Idearise or contains links to any site competitive with Idearise;
  4. Is for a position that has expired;
  5. Directs or requires the applicant to apply for the position by any means other than through the Idearise Properties;
  6. Sells, promotes, or advertises products or services;
  7. Promotes any franchise, pyramid scheme, “club membership”, distributorship, multi-level marketing opportunity, or sales representative agency arrangement or any employment, job or business opportunity that requires an up-front or periodic payment or requires recruitment of other members, sub-distributors, or subagents;
  8. Advertises for modeling, acting, talent, or entertainment agencies or talent scouting positions;
  9. Directly or indirectly advertises or promotes another website, product, or service, or solicits other users for other websites, products, or services, including advertising to recruit users to join an agency or another website or company;
  10. Requests or demands free services, including a requirement to submit work as part of a proposal process for little or no money, or requests a fee before allowing an applicant to submit a proposal;
  11. Shares or solicits contact information, such as e-mail, phone number or social media usernames, in a profile or job post;
  12. Advertises sexual services or seek employees for jobs of a sexual nature;
  13. Requests the use of human body parts or the donation of human parts, including without limitation, reproductive services such as egg donation and surrogacy;
  14. Advertises jobs located in countries subject to economic sanctions of the United States government;
  15. Contains a URL or hyperlink, or an email address or phone number;
  16. Except where allowed by applicable laws, requires the applicant to provide information relating to the applicant’s racial or ethnic origin; political beliefs; philosophical or religious beliefs; membership of a trade union; physical or mental health; sexual health; commission of criminal offenses; or age; or
  17. May be misleading, objectionable, inappropriate, or not in the best interests of the online community that we serve or the efficient operation of our Services.

7.3 Reporting. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate customer information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of the Terms.

 

  1. Interactions with Other Users.

8.1 User Responsibility. You are solely responsible for your interactions with other users and any other parties with whom you interact; provided, however, that Idearise reserves the right, but has no obligation, to intercede in such disputes. You agree that Idearise will not be responsible for any liability incurred as the result of such interactions.

8.2 Content Provided by Other Users. Idearise Properties may contain User Content provided by other users. Idearise is not responsible for and does not control User Content. Idearise has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other users at your own risk.

8.3 No Authentication of Users. You understand and agree that Idearise does not, and cannot, confirm that each user is who they claim to be. We are not responsible for authenticating users and therefore it is your responsibility to conduct the appropriate due diligence before communicating or interacting with other users, including, without limitation, employer and job seekers. You assume all risks associated with users with whom you come into contact. If you have any disputes or issues with any user you agree to pursue any remedies directly with the applicable user and you release Idearise, its subsidiaries, and their respective employees, directors and agents from all claims, demands and damages of every kind (actual and consequential and direct and indirect) known and unknown, suspected and unsuspected, disclosed and undisclosed, to the fullest extent permitted by law.

 

  1. Third-Party Services, Portals, Gift Cards and Other Websites.

9.1 Third-Party Services. Idearise Properties may contain links to third-party websites, applications, advertisements, and services (collectively, “Third-Party Services”). When you access a Third-Party Service, we may not warn you that you have left Idearise Properties and are subject to the terms and conditions (including privacy policies) of another third party. Such Third-Party Services are not under the control of Idearise. Idearise is not responsible for any Third-Party Services. Idearise provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, including the quality or accuracy of the products or services offered through such Third-Party Services. You access all Third-Party Services at your own risk. When you leave our Website, Application or Services, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any provider of such Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

9.2 Third Party Portals. Idearise Properties may be made available to you through the use of third-party web sites (“Third-Party Portals”). Such Third-Party Portals are not under the control of Idearise. Idearise is not responsible for any Third-Party Portals.

9.3 Gift Cards. Idearise offers third-party merchant (“Merchant”) gift cards (“Gift Cards”). When purchasing a Gift Card, you must provide your billing information (e.g., credit or debit card number at check-out. Gift Cards are non-refundable. Such Gift Cards may not be reloaded, resold, or used for payment outside of the Merchant’s website; used for unauthorized advertising, marketing, sweepstakes, or other promotional purposes; redeemed for more than face value; transferred for value; redeemed for cash (except to the extent required by law); or returned for a cash refund (except to the extent required by law). Gift Cards may not be redeemed for cash (except to the extent required by law). You further agree and understand that Idearise has no liability for the loss of such Gift Card after its receipt, so please protect your Gift Card balance as necessary. For issues related to the use of (rather than the receipt of) a Gift Card, the applicable Merchant’s customer service will be responsible. You further agree and understand that Merchants are solely responsible to you for your ability to use, and the terms of usage of the Gift Cards. Each Merchant’s terms of use for its Gift Card(s) are available on the Merchant’s website, and those terms and conditions exclusively govern use of that Merchant’s Gift Card(s). Idearise is not and shall not be in any manner responsible or liable for any Merchant actions, policies, or practices.TO THE FULL EXTENT PERMISSIBLE BY LAW, IDEARISE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO GIFT CARDS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.”

9.4 Accessing and Downloading the Application from App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

  1. You acknowledge and agree that (i) the Terms are concluded between you and Idearise only, and not Apple, and (ii) Idearise, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
  2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
  3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Idearise and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Idearise.
  4. You and Idearise acknowledge that, as between Idearise and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
  5. You and Idearise acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Idearise and Apple, Idearise, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
  6. You and Idearise acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
  7. Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

9.5. Accessing and Downloading the Application from Google Play. The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:

  1. You acknowledge and agree that (i) the Agreement are concluded between you and Idearise only, and not Google, Inc. (“Google”), and (ii) Idearise, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Agreement of Service.
  2. Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
  3. Idearise, and not Google, is solely responsible for its Google Play Sourced Application;
  4. Google has no obligation or liability to you with respect to Idearise’s Google Play Sourced Application or this Agreement; and
  5. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Idearise’s Google Play Sourced Application.

 

  1. SMS Messaging.

10.1 SMS Texting Services. If you provide us your mobile phone number at registration or in your Account information, you agree that Idearise, our affiliated companies, and our and their respective representatives may contact you at that number using text messages to: (i) service your Account or otherwise communicate with you for customer service purposes, (ii) investigate or prevent fraud, or (iii) collect a debt. Idearise may also, from time to time, offer text message programs, including one-time texts and subscription text services, where we text you for marketing purposes. The foregoing text messages services are collectively referred to as the “SMS Texting Services.” We will not contact you via our SMS Texting Services for marketing purposes unless you affirmatively consent. Consent to receive autodialed texts for marketing purposes is not required as a condition of purchasing any goods or services.

10.2 How to Opt Out. You can cancel the SMS texting service at any time. Just text “STOP” in response to any text message you receive from us. After you send the SMS message “STOP” to us, we will send you an SMS to confirm that you have been unsubscribed. After this you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time, and we will start sending SMS messages to you again. If at any time you forget what keywords are supported, just text “HELP” in response to any text message you receive from us. After you send the SMS message “HELP” to us, we will respond with instructions on how to use our SMS Texting Services as well as how to unsubscribe. Message frequency depends on the user’s interaction.

10.3 Mobile Carrier Charges. We do not charge for our SMS Texting Services; however, your mobile carrier’s standard data and messaging rates will apply. By providing your consent to participate in a SMS Texting Service, you approve any such charges from your mobile carrier. You represent that you are 13 years of age or older and the owner or authorized user of the mobile device associated with the telephone number you designate to receive messages from the applicable SMS Texting Service. You also represent that you are authorized to approve the applicable carrier charges. If you have any questions regarding your mobile carrier charges, please contact your mobile carrier directly.

10.4 Privacy. Data obtained from you in connection with the SMS Texting Services may include your name, address, mobile phone number, your mobile service provider’s name, and the date, time, and content of your messages. Our use of this information will be in accordance with our Privacy Policy set forth herein. Your mobile carrier and other service providers may also collect data about your mobile device usage, and their practices are governed by their own policies.

10.5 Disclaimers. You acknowledge and agree that the SMS Texting Services are provided via wireless systems which use radios (and other means) to transmit communications over complex networks. We will not be liable for any delays in the receipt of any text messages, as delivery is subject to effective transmission from your network operator. The SMS Texting Services are provided on an AS-IS basis. We do not guarantee that your use of these services will be private or secure, and we are not liable to you for any lack of privacy or security you may experience. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the SMS Texting Services.

 

  1. Indemnification.You agree to indemnify and hold Idearise, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Idearise Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, Idearise Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Idearise reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Idearise in asserting any available defenses. This provision does not require you to indemnify any of the Idearise Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Idearise Properties.

 

  1. Disclaimer of Warranties and Conditions.

12.1 AS IS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF IDEARISE PROPERTIES IS AT YOUR SOLE RISK, AND IDEARISE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. IDEARISE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. IDEARISE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) IDEARISE PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF IDEARISE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF IDEARISE PROPERTIES WILL BE ACCURATE OR RELIABLE OR (4) YOUR USE OF IDEARISE PROPERTIES WILL BE PRIVATE OR SECURE. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH IDEARISE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND IDEARISE DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTEE WITH RESPECT TO THE ACCURACY, LEGALITY, LEGITIMACY, TRUTHFULNESS, COMPLETENESS OF ANY SUCH CONTENT. YOU UNDERSTAND THAT YOU MAY BE EXPOSED TO USER CONTENT THAT IS INACCURATE, INCOMPLETE, ILLEGAL, MISLEADING, FALSE, OFFENSIVE, CONSTITUTES SPAM, OR IS OTHERWISE UNUSITED TO YOUR PURPUPOSE, AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO VERIFY THE QUALITY, ACCURACY, THRUTHFULNESS, LEGALITY OR RELIABILITY OF USER CONTENT, INCLUDING WTIHOUT LIMITATION, RESUMES/CVS, JOB ADVERTISEMENTS, AND CONTENT OF MESSAGES. YOUR RELIANCE ON ANY USER CONTENT IS AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS IDEARISE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. IDEARISE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES. FROM TIME TO TIME, IDEARISE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT IDEARISE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

12.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT IDEARISE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD IDEARISE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES ON THE WEBSITE, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

12.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF IDEARISE PROPERTIES. YOU UNDERSTAND THAT IDEARISE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF IDEARISE PROPERTIES.

 

  1. Limitation of Liability.

13.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL IDEARISE BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH IDEARISE PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT IDEARISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF IDEARISE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE IDEARISE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH IDEARISE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON IDEARISE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO IDEARISE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF A IDEARISE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A IDEARISE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A IDEARISE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

13.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL IDEARISE BE LIABLE TO YOU FOR MORE THAN THE GREATER OF $50.00. THE FOREGOING CAP ON LIABILITY WILL NOT APPLY TO LIABILITY OF AN IDEARISE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY AN IDEARISE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY AN IDEARISE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) IF OTHERWISE PROVIDED FOR BY A CONTRACT WITH IDEARISE.

13.3 USER CONTENT. EXCEPT FOR IDEARISE’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE IDEARISE’S PRIVACY POLICY, IDEARISE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

13.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IDEARISE AND YOU.

 

  1. Procedure for Making Claims of Copyright Infringement.It is Idearise’s policy to terminate membership privileges of any user who repeatedly infringes on a copyright upon prompt notification to Idearise by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Idearise Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Idearise Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

 

  1. Remedies.

15.1 Violations. If Idearise becomes aware of any possible violations by you of the Terms, Idearise reserves the right to investigate such violations. If, as a result of the investigation, Idearise believes that criminal activity has occurred, Idearise reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Idearise is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Idearise Properties, including Your Content, in Idearise’s possession in connection with your use of Idearise Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Idearise, its Users or the public, and all enforcement or other government officials, as Idearise in its sole discretion believes to be necessary or appropriate.

15.2 Breach. If Idearise determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for Idearise Properties, Idearise reserves the right to:

  1. Warn you via e-mail (to any e-mail address you have provided to Idearise) that you have violated the Terms;
  2. Discontinue your registration(s) with any of the Idearise Properties, including any Services or any Idearise community;
  3. Discontinue your subscription to any Services;
  4. Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
  5. Pursue any other action which Idearise deems to be appropriate.

 

  1. Term and Termination.

16.1 Term. The Terms constitute a legally binding agreement that commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Idearise Properties, unless terminated earlier in accordance with the Terms.

16.2 Prior Use. Notwithstanding the foregoing, if you used Idearise Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced to be binding on the date you first used Idearise Properties (whichever is earlier) and will remain in full force and effect while you use Idearise Properties, unless earlier terminated in accordance with the Terms.

16.3 Termination of Services by Idearise. If Idearise believes that you have materially breached any provision of the Terms, or if Idearise is required to do so by law (e.g., where the provision of the Website, the Application, the Software or the Services is, or becomes, unlawful), or if Idearise believes it is necessary in order to protect the Idearise Properties or other users, Idearise has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause will be made at Idearise’s sole discretion and that Idearise will not be liable to you or any third party for any termination of your Account.

16.4 Termination of Services by You. If you want to terminate the Services provided by Idearise, you may do so by (a) notifying Idearise at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Idearise at 633 E. Fernhurst Drive, Suite 1001, Katy, TX 77450.

16.5 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Idearise will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, will survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

16.6 No Subsequent Registration. If your registration(s) with or ability to access Idearise Properties, or any other Idearise community is discontinued by Idearise due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you will not attempt to re-register with or access Idearise Properties or any Idearise community through use of a different member name or otherwise. If you violate the immediately preceding sentence, Idearise reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

 

  1. International Users.Idearise Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Idearise intends to announce such Services or Content in your country. Idearise Properties are controlled and offered by Idearise from its facilities in the United States of America. Idearise makes no representations that Idearise Properties are appropriate or available for use in other locations. Those who access or use Idearise Properties from other countries do so at their own volition and are responsible for compliance with local law.

 

  1. Dispute Resolution.Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Idearise and limits the manner in which you can seek relief from Us.

18.1 Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Idearise, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Idearise may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

BY VIRTUE OF YOUR AGREEMENT TO ARBITRATION WITH IDEARISE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST IDEARISE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE IDEARISE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

18.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at Right Tax Mate Inc., 633 E. Fernhurst Drive, Suite 1001, Katy, TX 77450. The arbitration will be conducted by the American Arbitration Association in accordance with the then-current commercial arbitration rules.

18.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Idearise. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

18.4 Waiver of Jury Trial. YOU AND IDEARISE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Idearise are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 18.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

18.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in Sections 19.6 and 19.7.

18.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Idearise Technologies LLC 633 E. Fernhurst Drive, Suite 1001, Katy, TX 77450, Attention: Legal within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Idearise username (if any), the e-mail address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

18.7 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts will be of no force and effect and will be severed and the remainder of the Arbitration Agreement will continue in full force and effect.

18.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Idearise.

18.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Idearise makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Idearise.

 

  1. General Provisions.

19.1 Electronic Communications. The communications between you and Idearise use electronic means, whether you visit Idearise Properties or send Idearise e-mails or text messages, or whether Idearise posts notices on Idearise Properties or communicates with you via e-mail or text message. For contractual purposes, you (1) consent to receive communications from Idearise in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Idearise provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

19.2 Release. You hereby release the Idearise Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Idearise Properties, including but not limited to, any interactions with or conduct of other users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Idearise Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states,

“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Idearise or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website.

19.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Idearise’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

19.4 Force Majeure. Idearise will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics or epidemics, strikes, shortages of transportation facilities, fuel, energy, labor or materials or other conditions outside Idearise’s reasonable control that discontinue normal business operations.

19.5 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF INDIANA CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

19.6 Notice. You are responsible for providing your most current e-mail address in your profile, on the Website and in the Application. If the last e-mail address you provided to Idearise is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Terms, Idearise’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Idearise via e-mail at the following address: idearisetechnologies@gmail.com.

19.7 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

19.8 Severability. If any portion of the Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

19.9 Export Control. You may not use, export, import, or transfer Idearise Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Idearise Properties, and any other applicable laws. In particular, but without limitation, Idearise Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Idearise Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Idearise Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Idearise are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Idearise products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

19.11 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

19.12 Entire Agreement. The Terms constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

 

  1. Privacy Policy.

20.1 Statement of Privacy. Protecting your private information is our priority. This Statement of Privacy governs data collection and usage. For the purposes of this Privacy Policy, unless otherwise noted, all references to Idearise include Idearise. By using the Idearise Properties, you consent to the data practices described in this statement.

20.2 Collection of your Personal Information. In order to better provide you with products and services offered, Idearise may collect personally identifiable information, such as your:

 -             First and Last Name

 -             Mailing Address

 -             E-mail Address

 -             Phone Number

 

Idearise may also collect anonymous demographic information, which is not unique to you, such as your:

 -             Age

 -             Gender

 

Idearise does not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use certain products or services. These may include: (a) registering for an account; (b) entering a sweepstakes or contest sponsored by us or one of our partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; (e) submitting your credit card or other payment information when ordering and purchasing products and services. To wit, we will use your information for, but not limited to, communicating with you in relation to services and/or products you have requested from us. We also may gather additional personal or non-personal information in the future.

20.3 Use of your Personal Information. Idearise collects and uses your personal information to operate and deliver the Services. Idearise may also use your personally identifiable information to inform you of other products or services available from Idearise and its affiliates.

20.4 Sharing Information with Third Parties. Idearise does not sell, rent or lease its customer lists to third parties. Idearise may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. Idearise may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to Idearise, and they are required to maintain the confidentiality of your information.

Idearise may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Idearise or the site; (b) protect and defend the rights or property of Idearise; and/or (c) act under exigent circumstances to protect the personal safety of users of Idearise, or the public.

20.5 Right to Deletion. Subject to certain exceptions set out below, on receipt of a verifiable request from you, Idearise will:

  • Delete your personal information from our records; and
  • Direct any service providers to delete your personal information from their records.

 

Please note that Idearise may not be able to comply with requests to delete your personal information if it is necessary to:

  • Complete the transaction for which the personal information was collected, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, provide a good or service requested by you, or reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform a contract between you and us;
  • Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity; or prosecute those responsible for that activity;
  • Debug to identify and repair errors that impair existing intended functionality;
  • Exercise free speech, ensure the right of another consumer to exercise his or her right of free speech, or exercise another right provided for by law;
  • Comply with the California Electronic Communications Privacy Act;
  • Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when our deletion of the information is likely to render impossible or seriously impair the achievement of such research, provided we have obtained your informed consent;
  • Enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us;
  • Comply with an existing legal obligation; or
  • Otherwise use your personal information, internally, in a lawful manner that is compatible with the context in which you provided the information.

20.6 Children Under Thirteen. Idearise does not knowingly collect personally identifiable information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this application.

20.7 E-mail Communications. From time to time, Idearise may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication.

20.8 Changes to this Statement. Idearise reserves the right to change this Privacy Policy from time to time. Idearise will notify you about significant changes in the way Idearise treats personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on the Website and/or Application, and/or by updating any privacy information. Your continued use of the application and/or Services available after such modifications will constitute your: (a) acknowledgment of the modified Privacy Policy; and (b) agreement to abide and be bound by that Policy.

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