1. Your Responsibilities. You agree:
- a. that you are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Ideaphora Network and for paying all charges related thereto; and
- b. not to use the Ideaphora Network to:
- i. violate any third party rights or any local, state, national, or international law or regulation;
- ii. transmit or create any materials that are abusive, harassing, tortious, defamatory, libelous, or invasive of another’s privacy;
- iii. transmit any material that contains adware, malware, spyware, 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;
- iv. impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
- v. interfere with or disrupt the Ideaphora Network or devices, servers or networks connected to the Ideaphora Network, or disobey any requirements, procedures, policies, or regulations of networks connected to the Ideaphora Network.
2. Personal, Non-Commercial Use Only. You agree to use the Ideaphora Network only for: (a) your personal, non-commercial use or (b) for academic use in your classroom. Please contact firstname.lastname@example.org for more information about entering into a relationship with Ideaphora that would permit commercial uses.
3. User Submissions and Knowledge Maps. Ideaphora does not claim ownership of any information, data, text or other materials you submit for display or distribution to others through the Ideaphora Network (collectively, “User Submissions“). As between Ideaphora and you, you own all rights to your User Submissions. However, you hereby grant Ideaphora an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license, with the right to sublicense through multiple tiers, to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your User Submissions (in whole or in part) in any format or medium now known or later developed. You acknowledge and agree that all right and title in the knowledge maps and other material generated from your User Submissions (“Knowledge Maps“) is the property of Ideaphora, and you hereby assign all right and title in and to such Knowledge Maps to Ideaphora. Ideaphora hereby grants you a license to such Knowledge Maps for: (a) your personal, non-commercial use; and (b) academic use in your classroom. Ideaphora is not required to host, display, or distribute any User Submissions and Knowledge Maps, and may remove at any time or refuse any User Submissions and Knowledge Maps. Ideaphora is not responsible for any loss, theft or damage of any kind to any User Submissions and Knowledge Maps. You represent and warrant that your User Submissions and Knowledge Maps, and Ideaphora’s authorized use thereof, do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights).
4. Copyright Infringement. Ideaphora respects the intellectual property rights of others but does not pre-screen User Submissions and Knowledge Maps. Accordingly, Ideaphora has a policy of removing User Submissions, Knowledge Maps and other content that violate copyright law, and, in appropriate circumstances, suspending access to the Ideaphora Network (or any portion thereof) by any user who uses the Ideaphora Network in violation of copyright law, and/or terminating the account of any user who uses the Ideaphora Network in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, Ideaphora has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Ideaphora Network, please provide written notice to the following Ideaphora agent for notice of claims of copyright infringement.
ATTN: Customer Service
2748 Vale Court
Lake Oswego, OR 97034
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow Ideaphora to locate the material; (d) contain adequate information by which Ideaphora can contact you (including a postal address, telephone number, and e-mail address); (e) contain a statement that you have a good-faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
5 Feedback. If you choose to provide technical, business or other feedback to Ideaphora concerning the Ideaphora Network or any Ideaphora products or services (collectively, “Feedback“), Ideaphora will be free to use, disclose, reproduce, license or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by Ideaphora of Feedback into any of its products or services does not grant you any proprietary rights in any such products or services.
6. Termination and Suspension. Without limiting other remedies, Ideaphora may terminate or suspend your access to all or part of the Ideaphora Network without notice if Ideaphora determines, in its sole and absolute discretion, that you have violated these Terms or have engaged in any conduct that Ideaphora believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Ideaphora, any other Ideaphora Network user, or any third party. You may discontinue your participation in and access to the Ideaphora Network at any time.
7. Modifications to Terms. Ideaphora may change these Terms from time to time. We will notify you by email prior to any change to these Terms. Furthermore, if you visit the Ideaphora Network after a change to these Terms, we will advise you of the change. If you object to any such changes, your sole recourse will be to cease using the Ideaphora Network. Continued use of the Ideaphora Network following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by such changes.
9. Modifications to Ideaphora Network. Ideaphora reserves the right to modify or discontinue the Ideaphora Network, or any part thereof, with or without notice to you.
10. Fees. Ideaphora reserves the right at any time to charge fees for access to Ideaphora Network services. In no event will you be charged for access to any Ideaphora Network services, or to the Ideaphora Network as a whole, unless Ideaphora obtains your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the services you will receive in exchange for the payment of fees, as well as any payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. All such terms will be deemed to be a part of (and are hereby incorporated by reference into) these Terms.
11. Password and Security You are responsible for maintaining the confidentiality of your Ideaphora Network password, and you are solely responsible for all activities that occur under your password. You agree to immediately notify Ideaphora of any unauthorized use of your password or any other breach of security related to the Ideaphora Network. Ideaphora reserves the right to require you to alter your password if Ideaphora believes that your password is no longer secure. You agree that you will be solely responsible for any loss or damage you suffer as a result of your failure to adequately safeguard your password.
12. Third Party Services; Integration and Links Ideaphora may integrate the Ideaphora Network with or provide links to certain third party Internet sites and services (for example, Facebook and Twitter) (collectively, such third parties, “Partners“). The Partners’ services made available through the Ideaphora Network or the integration of such sites and services with the Ideaphora Network are for your convenience only and do not signify the endorsement by Ideaphora of such Partner sites or services. YOU AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IDEAPHORA WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ACTS OR OMISSIONS BY PARTNERS, ANY PARTNER SERVICES OR SITES, OR ANY INFORMATION OR OTHER MATERIALS FOUND AT ANY OTHER WEBSITE OR INTERNET RESOURCE.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY Ideaphora may integrate the Ideaphora Network with or provide links to certain third party Internet sites and services (for example, Facebook and Twitter) (collectively, such third parties, “Partners“). The Partners’ services made available through the Ideaphora Network or the integration of such sites and services with the Ideaphora Network are for your convenience only and do not signify the endorsement by Ideaphora of such Partner sites or services. YOU AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IDEAPHORA WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ACTS OR OMISSIONS BY PARTNERS, ANY PARTNER SERVICES OR SITES, OR ANY INFORMATION OR OTHER MATERIALS FOUND AT ANY OTHER WEBSITE OR INTERNET RESOURCE.
- a. YOU EXPRESSLY AGREE THAT USE OF THE IDEAPHORA NETWORK IS AT YOUR SOLE RISK. THE IDEAPHORA NETWORK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IDEAPHORA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE IDEAPHORA NETWORK AND ALL PARTNERS’ SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS AND FILES) STORED BY YOU OR OTHERS IN THE IDEAPHORA NETWORK IS NOT GUARANTEED AND THAT IDEAPHORA WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE IDEAPHORA NETWORK OR ITS UNAVAILABILITY. YOU UNDERSTAND AND AGREE THAT ANY DATA, SERVICES AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE IDEAPHORA NETWORK IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDEAPHORA OR THROUGH THE IDEAPHORA NETWORK WILL CREATE ANY WARRANTY FROM IDEAPHORA NOT EXPRESSLY MADE HEREIN.
- b. UNDER NO CIRCUMSTANCES WILL IDEAPHORA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OF THE IDEAPHORA NETWORK.
14. Disclaimer of Warranties. Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Ideaphora may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Ideaphora’s liability will be the minimum permitted under such applicable law.
15. Indemnification. You agree to indemnify, defend, and hold harmless Ideaphora and its officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your violation of these Terms. Ideaphora reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Ideaphora’s defense of such claim.
16. Trademarks. “Ideaphora”, the Ideaphora logo, and certain other of the names, logos, and materials displayed in the Ideaphora Network, may constitute trademarks, trade names, or service marks (“Marks“) of Ideaphora or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Ideaphora or those other entities.
17. Copyrights; Restrictions on Use. The content in the Ideaphora Network (the “Content“), including, without limitation, the text and graphics therein, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Ideaphora or its licensors. Other than with respect to your own User Submissions and Knowledge Maps: (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Ideaphora and its applicable licensors; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content.
18. Miscellaneous. These Terms, together with any additional terms to which you agree when using particular elements of the Ideaphora Network (e.g., terms relating to the payment of fees for certain Ideaphora Network products or services), constitute the entire and exclusive and final statement of the agreement between you and Ideaphora with respect to the subject matter hereof, and govern your use of the Ideaphora Network, superseding any prior agreements or negotiations between you and Ideaphora with respect to the subject matter hereof. These Terms and the relationship between you and Ideaphora will be governed by the laws of the State of Oregon as applied to agreements made, entered into, and performed entirely in Oregon by Oregon residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Ideaphora Network will be brought in the Federal or State courts located in Oregon, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Ideaphora to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Ideaphora and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Ideaphora Network or these Terms must be filed within one year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will remain in full force and effect notwithstanding any termination of your use of the Ideaphora Network.
19. Date Last Modified. These Terms were last modified on October 12, 2015.