Thank you for using the services of IdeaSynthesis LLC ("IdeaSynthesis"). Your use of any of IdeaSynthesis’s applications (the "Application"), indicates that you have read and agreed to these IdeaSynthesis Terms ("Terms") and the following additional terms and conditions and policies, including any future amendments (collectively, the "Agreement"):
1. Description of Service. The Services consist of the offerings of IdeaSynthesis applications that allow users (each a "User" or "you") to express themselves and interact with their content ("Content"). The User initiates the Service by registering with the Application website and controls all Content created through the Service. The User is responsible for all activities occurring under its username and for keeping its password secure. You understand and agree that the Service is provided to you on an AS IS and AS AVAILABLE basis. IdeaSynthesis disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service or any other client software.
The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, IdeaSynthesis may, without any liability to you, stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice.
2. Eligibility to Use Service. If you are an individual, you must be of legal majority age in your state and be able to enter into legally binding contracts such as these Terms. IdeaSynthesis reserves the right to refuse service to anyone at any time without notice for any reason.
3. Proper Use. You are responsible for your own use of the Service, for any Content that you create, and for any consequences thereof. You may use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export-control laws.
Violation of any of the foregoing, may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. IdeaSynthesis reserves the right, but shall have no obligation, to investigate your use of the Service in order to (a) determine whether a violation of the Agreement has occurred or (b) comply with any applicable law, regulation, legal process or governmental request.
Much of the content on the Service is provided by and is the responsibility of the persons who made such postings. IdeaSynthesis may not monitor such content and takes no responsibility for such content. Instead, IdeaSynthesis merely provides access to such content as a service to you.
By its very nature, any submitted Content may be perceived as offensive, harmful, inaccurate, deceptive or otherwise inappropriate by others. We expect that you will use caution and common sense and exercise proper judgment when using the Service.
IdeaSynthesis does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any Content. Each User bears any and all responsibility for its Content.
5. Use and Storage Generally. You agree that IdeaSynthesis has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. IdeaSynthesis retains the right to create limits on use and storage at our sole discretion at any time with or without notice.
6. Content of the Service. IdeaSynthesis takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does IdeaSynthesis have any obligation to monitor such third-party content. IdeaSynthesis reserves the right at all times to remove or refuse to distribute any content on the Service, such as content which violates the terms of this Agreement. IdeaSynthesis also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of IdeaSynthesis, the Service, its users and the public. IdeaSynthesis will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
7. IdeaSynthesis’ Intellectual Property Rights. You acknowledge that IdeaSynthesis owns all right, title and interest in and to the Service, including all intellectual property rights (the "IdeaSynthesis Rights"). IdeaSynthesis Rights are protected by U.S. and international intellectual property laws. IdeaSynthesis hereby grants to you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided by IdeaSynthesis as part of the Services. This license is for the sole purpose of enabling you to use the Services as provided by IdeaSynthesis, as contemplated by this Agreement.
You agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. As described immediately below, IdeaSynthesis Rights do not include third-party content used as part of the Service, including the content of communications appearing on the Service.
You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, IdeaSynthesis’ computer systems, or the technical delivery systems of IdeaSynthesis’ providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by IdeaSynthesis (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with IdeaSynthesis (NOTE: crawling the Service is permissible if done in accordance with the provisions of the robots.txt file, however, scraping the Services without the prior consent of IdeaSynthesis is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
8. Your Intellectual Property Rights. IdeaSynthesis claims no ownership or control over any Content submitted, posted or displayed by you on or through IdeaSynthesis services. You or a third-party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through IdeaSynthesis services and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through IdeaSynthesis services which are intended to be available to the members of the public, you grant IdeaSynthesis a worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute such Content on IdeaSynthesis services for the purpose of displaying and distributing IdeaSynthesis applications. IdeaSynthesis furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.
You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content submitted.
You may be able to choose to submit, post, and display any materials on or through the Service under a public license (e.g., a Creative Commons license), whether by manually marking your materials as such or using IdeaSynthesis applications to do so. For avoidance of doubt, IdeaSynthesis is not a party to any such public license between you and any third party. Also, for avoidance of doubt, IdeaSynthesis may choose to exercise the rights granted under (a) the public license or licenses, if any, you apply to your materials or (b) this Agreement.
9. No Resale of the Service. Unless expressly authorized in writing by IdeaSynthesis, you agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes (a) any portion of the Service, (b) use of the Service, or (c) access to the Service.
(a)Your Use of Our Brand Features. You may not use or permit the use of IdeaSynthesis’ trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, including "IdeaSynthesis" and "IdeaSynthesis.com", except with the prior written approval of IdeaSynthesis or in compliance with such standard use guidelines as IdeaSynthesis may publish and amend from time to time.
(b)Our Right to Cite You as a Reference. We may use your data, suitably anonymized, solely as a customer reference and we may display said data on our website. We will promptly discontinue such references in the event that you terminate use of the Service and notify us thereof. Additionally, we may automatically include IdeaSynthesis’ name, logo or slogan (e.g., "Driven by IdeaSynthesis") within your Content at the level of a footnote, along with your copyright notices or in a similar location.
11. User’s Representations and Warranties. You represent and warrant that (a) all of the information provided by you to IdeaSynthesis to use the Service is correct and current; and (b) you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you hereunder.
12. Disclaimer of Warranties. Your access to and use of the Services or any Content is at your own risk. You understand and agree that the Services is provided to you on an "AS IS" and "AS AVAILABLE" basis. Without limiting the foregoing, IDEASYNTHESIS AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Services or any content thereon. IdeaSynthesis will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any Content. You also agree that IdeaSynthesis has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from IdeaSynthesis or through the Services, will create any warranty not expressly made herein.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEASYNTHESIS AND ITS SUBSIDIARIES, AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (C) ANY CONTENT OBTAINED FROM THE SERVICES; OR (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT IDEASYNTHESIS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
13. Termination; Suspension. IdeaSynthesis may, in its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system for some time for back-up purposes. If we terminate the Service or your account for any reason other than your breach of this Agreement (as determined by IdeaSynthesis), we will refund to you any amount that you have pre-paid for Services not yet performed or periods of time not yet elapsed. Sections 12 and 14 - 19 of these Terms (including the section regarding limitation of liability), shall survive expiration or termination.
14. Indemnification. You agree to hold harmless and indemnify IdeaSynthesis, and its subsidiaries, affiliates, managers, officers, agents, employees and members from and against any third-party claim arising from or in any way related to your use of the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, IdeaSynthesis will provide you with written notice of such claim, suit or action.
15. Copyright Information. IdeaSynthesis respects the intellectual property rights of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that any content on our website or provided through the Services has been copied in a way that constitutes copyright infringement, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. In appropriate circumstances, IdeaSynthesis will also terminate a User’s account if the User is determined to be a repeat infringer. Our designated copyright agent for notice of alleged copyright infringement appearing on the Services is:
Attn: Copyright Agent
20 Park Plaza Suite 400
Boston, MA 02116
16. Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement, superseding any prior understandings, between you and IdeaSynthesis relating to your use of the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other IdeaSynthesis services, affiliate services, third-party content or third-party software. Nothing in this Agreement shall be deemed to confer any rights or benefits upon third parties (including end-users of Content through the Services).
17. Waiver and Severability of Terms. IdeaSynthesis’ failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
18. Statute of Limitations. You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising of or related to use of IdeaSynthesis applications or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred, except for claims for indemnification under Section 13 above.
19. Choice of Law; Jurisdiction; Forum. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without giving effect to its conflict-of-laws provisions or your actual state or country of legal domicile. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in Suffolk County, Massachusetts, USA, and you consent to the jurisdiction of such courts.