Terms of Service
Your use of “Tom’s Idea-List” Services is subject to the terms and conditions set forth in these “Tom’s Idea-List” Terms of Service (the “Agreement”). This Agreement explains (i) what’s allowed when using our Services; (ii) the rights you have as a user of our Services; (iii) the rights “Tom’s Idea-List” has if you do something which is not allowed when using our Services; and (iv) many other important terms. This Agreement is a legal contract between you and “Tom’s Idea-List” and it is important that you read it carefully. If there is anything you do not understand in this Agreement, please contact us.
This Agreement is an agreement between “Tom’s Idea-List” (“us,” “we,” or the “Company”) and you (“Registered User” or “you” and “your”). This Agreement sets forth the general terms and conditions of your use of the information and services made available by “Tom’s Idea-List” and through the “Tom’s Idea-List” website (collectively, the “Services”). By using the Services, you agree to be bound by this Agreement. Please read this Agreement carefully.
We may in our sole discretion change or modify this Agreement at any time. We will post a notice of any significant changes to this Agreement on the “Tom’s Idea-List” website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date these terms were last revised. Any changes or modifications to this Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page. If no date is specified, your use of the Services after such changes or modifications shall constitute your acceptance of the Agreement as modified. If you do not agree to abide by this Agreement, you are not authorized to use or access the Services and your sole remedy is to cancel your account.
Policies.
Use of the Services is also governed by the following policies and agreements, which are incorporated by reference. By using the Services, if applicable, you are also agreeing to the terms of the following policies and agreements.
Additional terms may apply to certain Services, and such additional terms will be made available to you and will be incorporated by reference with such Services.
The Services are intended solely for users who are eighteen (18) years of age or older. Any registration by, use of or access to the Services by anyone under eighteen (18) is unauthorized and in violation of this Agreement. By registering for or using the Services, you represent and warrant that you are eighteen (18) years of age or older.
If you use the Services on behalf of another party, company or other organization, you represent and warrant that you are authorized to bind such party, company or organization to this Agreement and to act on behalf of such party, company or organization with respect to any actions you take in connection with the Services.
You agree to (i) provide accurate, current and complete information about you and your organization (if applicable) as prompted by the registration forms (“Registration Data”); (ii) maintain the confidentiality of your password and other information related to the security of your account; (iii) maintain and promptly update the Registration Data and any other information you provide to “Tom’s Idea-List” , to keep such information accurate, current and complete; and (iv) be fully responsible for all use of your account and for any actions that take place through your account.
You acknowledge and accept that despite the security measures “Tom’s Idea-List” takes in connection with the Services, “Tom’s Idea-List” ’s system may nonetheless become compromised, including without limitation, by hackers, Internet viruses, worms or Trojan horses, or the like. Under such circumstances, “Tom’s Idea-List” may take corrective action as it deems appropriate in its sole discretion and you acknowledge and agree that “Tom’s Idea-List” shall have no liability to you for any damage or loss that you may incur due to such corrective action.
Prohibited Persons (Countries, Regions, Entities, and Individuals).
The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission,
“Tom’s Idea-List” Content
Except for Registered User Content (as defined below), all content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively, ““Tom’s Idea-List” Content”), are the property of “Tom’s Idea-List” or its licensors. No “Tom’s Idea-List” Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any “Tom’s Idea-List” Content. Any use of the “Tom’s Idea-List” Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to your use of the Services and the “Tom’s Idea-List” Content granted herein. All rights of “Tom’s Idea-List” or its licensors that are not expressly granted in this Agreement are reserved to “Tom’s Idea-List” and its licensors.
Registered User Content.
You may be able to upload, store, publish, display and distribute information, text, photos, videos, emails, and other content on or through the Services (collectively, “Registered User Content”). Registered User Content includes any content posted by you and users of any of your websites hosted through the Services (“Registered User Websites”). You are solely responsible for any and all Registered User Content and any transactions or other activities conducted on or through Registered User Websites. By posting or distributing Registered User Content on or through the Services, you represent and warrant to “Tom’s Idea-List” that (i) you have all necessary rights to post or distribute such Registered User Content, and (ii) your posting or distribution of such Registered User Content does not infringe or violate the rights of any third party
You acknowledge and agree that “Tom’s Idea-List” may, but is not obligated to, monitor Registered User Content and may immediately take any corrective action in “Tom’s Idea-List” ’s sole discretion, including without limitation removal of all or a portion of the Registered User Content, and suspension or termination of any and all Services without refund of any pre-paid fees. You hereby agree that “Tom’s Idea-List” shall have no liability due to any corrective action that “Tom’s Idea-List” may take, including without limitation suspension or termination of Services.
You hereby grant to “Tom’s Idea-List”, to the extent necessary to provide the Services, a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute Registered User Content; and (ii) make archival or back-up copies of the Registered User Content. Except for the rights expressly granted above, “Tom’s Idea-List” is not acquiring any right, title or interest in or to the Registered User Content, all of which shall remain solely with you.
Compliance with Applicable Law.
You agree to comply with all applicable laws, rules, and regulations, including without limitation all local rules where you reside or your organization is located regarding User Content, online activities, email and your use of the Services. More specifically, but without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Services are controlled and operated by us from our offices within the United States (although we may share data with third parties around the world to assist us in providing the Services as further described in our Privacy Policy) and we make no representation that the Services are appropriate or available for use in other locations. Those who access the Services from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Services where prohibited by law.
For the purposes of European Directive 95/46/EC, the General Data Protection Regulation 2016/679) (“GDPR”) and any applicable national implementing laws in your jurisdiction, and with respect to your Registered Users’ or customers’ personal data, you acknowledge and agree that you are the Controller (as that term is defined in the GDPR), and we are a Processor (as that term is defined in the GDPR) insofar as you may store personal data through your use of our Services only as permitted and subject to the terms of this Agreement. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under applicable law (including the GDPR).
To the extent the GDPR applies to you, you represent and warrant that in using our Services, you will clearly describe in writing how you plan to use any personal data collected and you will ensure you have a legitimate legal basis to transfer such personal data to us and that you have the necessary permission to allow us to receive and process (e.g., store) such personal data on your behalf. The additional data processing terms set forth here shall apply where you are a Controller subject to the GDPR.
Additional User Responsibilities.
You will cooperate fully with “Tom’s Idea-List” in connection with “Tom’s Idea-List” ‘s provision of the Services. It is solely your responsibility to provide any equipment or software that may be necessary for you to use the Services. Delays in your performance of your obligations under this Agreement will extend the time for “Tom’s Idea-List” ‘s performance of its obligations that depend on your performance.
• You will use your best efforts to ensure that the Registered User Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code.
• You will not use the Services in any manner, as determined by “Tom’s Idea-List” in its sole discretion, that:
• Engages in or promotes illegal activity;
• Engages in or promotes behavior that is defamatory, harassing, abusive or otherwise objectionable;
• Infringes the intellectual property rights or other proprietary rights of any third party;
• Violates the privacy rights or publicity rights of any third party;
• Interferes with the operation of the Services; or
• Violates the terms and conditions of this Agreement or any of the policies or agreements incorporated by reference herein.
Third Party Websites.
The Services may contain links to other websites that are not owned or controlled by “Tom’s Idea-List” (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Services or any Third Party Content posted on or made available through the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of the Third Party Sites or the Third Party Content. If you decide to access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and our terms and policies do not apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.
Fraud. It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, and/or electronic checks. We may report all such misuses and fraudulent uses (as determined by us in our sole discretion) to appropriate government and law enforcement authorities, credit reporting services, financial institutions, and credit card companies.
Termination by “Tom’s Idea-List” . “Tom’s Idea-List” may terminate your access to the Services, in whole or in part, including deletion or confiscation of all files, content without notice in the event that: (i) you violate the terms and conditions of this Agreement; (ii) your conduct may harm “Tom’s Idea-List” or others, cause “Tom’s Idea-List” or others to incur liability, or disrupt “Tom’s Idea-List” ‘s business operations (as determined by “Tom’s Idea-List” in its sole discretion); (iii) you are abusive toward “Tom’s Idea-List” ‘s staff in any manner; or (iv) for any other lawful reason, including to comply with applicable law, or as otherwise specified in this Agreement.
Modification of Services. “Tom’s Idea-List” reserves the right to modify, change, or discontinue any aspect of the Services at any time.
“Tom’s Idea-List” as Reseller or Licensor.
Third Party Services. “Tom’s Idea-List” is a reseller or licensor of certain third party information and services (collectively, “Third Party Services”) including without limitation as sold through the “Tom’s Idea-List” Marketplace (the “Marketplace”). Your purchase and use of Third Party Services are generally subject to the applicable third party’s terms and conditions. A list of certain third parties can be found here. “Tom’s Idea-List” is not responsible for any changes in the Services that cause any Third Party Services to become obsolete, require modification or alteration, or otherwise affect the performance of such Third Party Services. Any malfunction or manufacturer’s defects of Third Party Services either sold, licensed or provided by “Tom’s Idea-List” to you or purchased directly by you and used in connection with the Services will not be deemed a breach of “Tom’s Idea-List” ‘s obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance or compliance of any Third Party Services are limited to those rights extended to you by the manufacturer of such Third Party Services. You are entitled to use Third Party Services supplied by “Tom’s Idea-List” only in connection with your permitted use of the Services unless otherwise expressly provided.
Project Development Teams
In addition to all terms and conditions described in this Agreement, the following shall also be applicable to a Registered User participating in a “Tom’s Idea-List” Project Development Team (a team-member).
The team-member and/or the Project Development Team as an autonomous legal entity shall ensure that each Registered User signed up as a Team-member and/or the Project Development Team as an autonomous legal entity complies with the terms and conditions of this Agreement.
The team-member and/or the Project Development Team as an autonomous legal entity cannot make any modifications to this Agreement. Any such alterations shall be deemed a violation of this Agreement and could result in the cancellation of Team-member and/or the Project Development Team as an autonomous legal entity’s accounts. “Tom’s Idea-List” is not responsible for any modifications made to this Agreement by Team-member and/or the Project Development Team as an autonomous legal entity.
In the event that a Registered User signed up as a Team-member and/or the Project Development Team as an autonomous legal entity is determined to be in violation of this Agreement, the Team-member and/or the Project Development Team as an autonomous legal entity shall, upon receipt of notice of the violation, take prompt action to ensure that the account in question is updated to be in full compliance with this Agreement. In addition, “Tom’s Idea-List” , in its sole discretion, reserves the right to take action directly if Team-member and/or the Project Development Team as an autonomous legal entity fails to do so.
“Tom’s Idea-List” is not responsible for the acts or omissions of Team-member and/or the Project Development Team as an autonomous legal entity. The Team-member and/or the Project Development Team as an autonomous legal entity hereby agrees to indemnify “Tom’s Idea-List” from and against any and all claims made by any Registered User or third party arising from the Team-member and/or the Project Development Team as an autonomous legal entity’s acts or omissions.
Disclaimer.
You acknowledge and agree that your use of the Services, including any information or content obtained through the Services, is at your own risk. You further acknowledge and agree that “Tom’s Idea-List” exercises no control over, and accepts no responsibility for, the content of the information passing through “Tom’s Idea-List” ‘s host computers, network hubs and points of presence or the Internet.
Limitation of Liability.
“Tom’s idea-list” shall not be liable for nonperformance or delay in performance caused by any reason, whether within or outside of its control. In no event will the “tom’s idea-list” parties be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data arising from your use of the services, or any registered user content, registered user website or other materials accessed or downloaded through the services, even if “tom’s idea-list” is aware or has been advised of the possibility of such damages.
Notwithstanding anything to the contrary contained herein, “tom’s idea-list” ‘s liability to you or any party claiming through you for any cause whatsoever, and regardless of the form of the action, is limited to the amount paid, if any, by you to “tom’s idea-list” for the services in the three (3) months prior to the initial action giving rise to liability. This is an aggregate limit. The existence of more than one claim hereunder will not increase this limit. No action, regardless of form, arising out of this agreement or out of the services may be brought by you, the registered user, more than one (1) year after the event which gave rise to the cause of action. Some jurisdictions do not allow a limitation on liability for negligence that causes death or personal injury and, in such jurisdictions, “tom’s idea-list” ‘s liability shall be limited to the greatest extent permitted by law.
Indemnification.
You agree to indemnify, defend and hold harmless “Tom’s Idea-List” and its officers from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the “Tom’s Idea-List” Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any of your acts or omissions, except to the extent any of the foregoing directly results from “Tom’s Idea-List” ‘s own gross negligence or willful misconduct. The terms of this section shall survive any termination of this Agreement.
Governing Law and Arbitration.
Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the Commonwealth of Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement must be brought in a state or federal court located in Philadelphia County, Pennsylvania. You irrevocably consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
Arbitration must be on an individual basis. This means neither you nor “tom’s idea-list” may join or consolidate claims in arbitration by or against other registered users, or litigate in court or arbitrate any claims as a representative or member of a class or in a private attorney general capacity. Further, you agree that the arbitrator may not consolidate proceedings or more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Miscellaneous.
Independent Contractor. “Tom’s Idea-List”, the Registered User, and all Project Development Teams are independent contractors and nothing contained in this Agreement places them in the relationship of principal and agent, partners or joint venturers. None of the parties have, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
Entire Agreement. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions (unless otherwise specified) thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
Assignment; Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of “Tom’s Idea-List” . Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. “Tom’s Idea-List” may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you acknowledge and agree that any supplier of a third-party product or service that is identified as a third-party beneficiary in the Service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its information or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its information nor services against you as if it were a party to this Agreement.
This Agreement is an agreement between “Tom’s Idea-List” (“us,” “we,” or the “Company”) and you (“Registered User” or “you” and “your”). This Agreement sets forth the general terms and conditions of your use of the information and services made available by “Tom’s Idea-List” and through the “Tom’s Idea-List” website (collectively, the “Services”). By using the Services, you agree to be bound by this Agreement. Please read this Agreement carefully.
We may in our sole discretion change or modify this Agreement at any time. We will post a notice of any significant changes to this Agreement on the “Tom’s Idea-List” website for at least thirty (30) days after the changes are posted and will indicate at the bottom of this Agreement the date these terms were last revised. Any changes or modifications to this Agreement shall be effective and binding on you as of the date indicated in a notice posted on this page. If no date is specified, your use of the Services after such changes or modifications shall constitute your acceptance of the Agreement as modified. If you do not agree to abide by this Agreement, you are not authorized to use or access the Services and your sole remedy is to cancel your account.
Policies.
Use of the Services is also governed by the following policies and agreements, which are incorporated by reference. By using the Services, if applicable, you are also agreeing to the terms of the following policies and agreements.
Additional terms may apply to certain Services, and such additional terms will be made available to you and will be incorporated by reference with such Services.
The Services are intended solely for users who are eighteen (18) years of age or older. Any registration by, use of or access to the Services by anyone under eighteen (18) is unauthorized and in violation of this Agreement. By registering for or using the Services, you represent and warrant that you are eighteen (18) years of age or older.
If you use the Services on behalf of another party, company or other organization, you represent and warrant that you are authorized to bind such party, company or organization to this Agreement and to act on behalf of such party, company or organization with respect to any actions you take in connection with the Services.
You agree to (i) provide accurate, current and complete information about you and your organization (if applicable) as prompted by the registration forms (“Registration Data”); (ii) maintain the confidentiality of your password and other information related to the security of your account; (iii) maintain and promptly update the Registration Data and any other information you provide to “Tom’s Idea-List” , to keep such information accurate, current and complete; and (iv) be fully responsible for all use of your account and for any actions that take place through your account.
You acknowledge and accept that despite the security measures “Tom’s Idea-List” takes in connection with the Services, “Tom’s Idea-List” ’s system may nonetheless become compromised, including without limitation, by hackers, Internet viruses, worms or Trojan horses, or the like. Under such circumstances, “Tom’s Idea-List” may take corrective action as it deems appropriate in its sole discretion and you acknowledge and agree that “Tom’s Idea-List” shall have no liability to you for any damage or loss that you may incur due to such corrective action.
Prohibited Persons (Countries, Regions, Entities, and Individuals).
The Services are subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury’s Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission,
“Tom’s Idea-List” Content
Except for Registered User Content (as defined below), all content available through the Services, including designs, text, graphics, images, video, information, software, audio and other files, and their selection and arrangement, and all software used to provide the Services (collectively, ““Tom’s Idea-List” Content”), are the property of “Tom’s Idea-List” or its licensors. No “Tom’s Idea-List” Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, sold or exploited for any purpose in any form or by any means, in whole or in part, other than as expressly permitted in this Agreement. You may not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any “Tom’s Idea-List” Content. Any use of the “Tom’s Idea-List” Content other than as specifically authorized herein is prohibited and will automatically terminate your rights with respect to your use of the Services and the “Tom’s Idea-List” Content granted herein. All rights of “Tom’s Idea-List” or its licensors that are not expressly granted in this Agreement are reserved to “Tom’s Idea-List” and its licensors.
Registered User Content.
You may be able to upload, store, publish, display and distribute information, text, photos, videos, emails, and other content on or through the Services (collectively, “Registered User Content”). Registered User Content includes any content posted by you and users of any of your websites hosted through the Services (“Registered User Websites”). You are solely responsible for any and all Registered User Content and any transactions or other activities conducted on or through Registered User Websites. By posting or distributing Registered User Content on or through the Services, you represent and warrant to “Tom’s Idea-List” that (i) you have all necessary rights to post or distribute such Registered User Content, and (ii) your posting or distribution of such Registered User Content does not infringe or violate the rights of any third party
You acknowledge and agree that “Tom’s Idea-List” may, but is not obligated to, monitor Registered User Content and may immediately take any corrective action in “Tom’s Idea-List” ’s sole discretion, including without limitation removal of all or a portion of the Registered User Content, and suspension or termination of any and all Services without refund of any pre-paid fees. You hereby agree that “Tom’s Idea-List” shall have no liability due to any corrective action that “Tom’s Idea-List” may take, including without limitation suspension or termination of Services.
You hereby grant to “Tom’s Idea-List”, to the extent necessary to provide the Services, a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute Registered User Content; and (ii) make archival or back-up copies of the Registered User Content. Except for the rights expressly granted above, “Tom’s Idea-List” is not acquiring any right, title or interest in or to the Registered User Content, all of which shall remain solely with you.
Compliance with Applicable Law.
You agree to comply with all applicable laws, rules, and regulations, including without limitation all local rules where you reside or your organization is located regarding User Content, online activities, email and your use of the Services. More specifically, but without limitation, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you reside. The Services are controlled and operated by us from our offices within the United States (although we may share data with third parties around the world to assist us in providing the Services as further described in our Privacy Policy) and we make no representation that the Services are appropriate or available for use in other locations. Those who access the Services from other locations do so at their own initiative and risk, and are fully responsible for compliance with all applicable laws in those locations. We do not offer the Services where prohibited by law.
For the purposes of European Directive 95/46/EC, the General Data Protection Regulation 2016/679) (“GDPR”) and any applicable national implementing laws in your jurisdiction, and with respect to your Registered Users’ or customers’ personal data, you acknowledge and agree that you are the Controller (as that term is defined in the GDPR), and we are a Processor (as that term is defined in the GDPR) insofar as you may store personal data through your use of our Services only as permitted and subject to the terms of this Agreement. You also acknowledge and agree that you are responsible for complying with all obligations of a data controller under applicable law (including the GDPR).
To the extent the GDPR applies to you, you represent and warrant that in using our Services, you will clearly describe in writing how you plan to use any personal data collected and you will ensure you have a legitimate legal basis to transfer such personal data to us and that you have the necessary permission to allow us to receive and process (e.g., store) such personal data on your behalf. The additional data processing terms set forth here shall apply where you are a Controller subject to the GDPR.
Additional User Responsibilities.
You will cooperate fully with “Tom’s Idea-List” in connection with “Tom’s Idea-List” ‘s provision of the Services. It is solely your responsibility to provide any equipment or software that may be necessary for you to use the Services. Delays in your performance of your obligations under this Agreement will extend the time for “Tom’s Idea-List” ‘s performance of its obligations that depend on your performance.
• You will use your best efforts to ensure that the Registered User Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code.
• You will not use the Services in any manner, as determined by “Tom’s Idea-List” in its sole discretion, that:
• Engages in or promotes illegal activity;
• Engages in or promotes behavior that is defamatory, harassing, abusive or otherwise objectionable;
• Infringes the intellectual property rights or other proprietary rights of any third party;
• Violates the privacy rights or publicity rights of any third party;
• Interferes with the operation of the Services; or
• Violates the terms and conditions of this Agreement or any of the policies or agreements incorporated by reference herein.
Third Party Websites.
The Services may contain links to other websites that are not owned or controlled by “Tom’s Idea-List” (“Third Party Sites”), as well as articles, photographs, text, graphics, pictures, designs, sound, video, information, and other content or items belonging to or originating from third parties (“Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Services or any Third Party Content posted on or made available through the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of the Third Party Sites or the Third Party Content. If you decide to access the Third Party Sites or to access or use any Third Party Content, you do so at your own risk and our terms and policies do not apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate.
Fraud. It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, and/or electronic checks. We may report all such misuses and fraudulent uses (as determined by us in our sole discretion) to appropriate government and law enforcement authorities, credit reporting services, financial institutions, and credit card companies.
Termination by “Tom’s Idea-List” . “Tom’s Idea-List” may terminate your access to the Services, in whole or in part, including deletion or confiscation of all files, content without notice in the event that: (i) you violate the terms and conditions of this Agreement; (ii) your conduct may harm “Tom’s Idea-List” or others, cause “Tom’s Idea-List” or others to incur liability, or disrupt “Tom’s Idea-List” ‘s business operations (as determined by “Tom’s Idea-List” in its sole discretion); (iii) you are abusive toward “Tom’s Idea-List” ‘s staff in any manner; or (iv) for any other lawful reason, including to comply with applicable law, or as otherwise specified in this Agreement.
Modification of Services. “Tom’s Idea-List” reserves the right to modify, change, or discontinue any aspect of the Services at any time.
“Tom’s Idea-List” as Reseller or Licensor.
Third Party Services. “Tom’s Idea-List” is a reseller or licensor of certain third party information and services (collectively, “Third Party Services”) including without limitation as sold through the “Tom’s Idea-List” Marketplace (the “Marketplace”). Your purchase and use of Third Party Services are generally subject to the applicable third party’s terms and conditions. A list of certain third parties can be found here. “Tom’s Idea-List” is not responsible for any changes in the Services that cause any Third Party Services to become obsolete, require modification or alteration, or otherwise affect the performance of such Third Party Services. Any malfunction or manufacturer’s defects of Third Party Services either sold, licensed or provided by “Tom’s Idea-List” to you or purchased directly by you and used in connection with the Services will not be deemed a breach of “Tom’s Idea-List” ‘s obligations under this Agreement. Any rights or remedies you may have regarding the ownership, licensing, performance or compliance of any Third Party Services are limited to those rights extended to you by the manufacturer of such Third Party Services. You are entitled to use Third Party Services supplied by “Tom’s Idea-List” only in connection with your permitted use of the Services unless otherwise expressly provided.
Project Development Teams
In addition to all terms and conditions described in this Agreement, the following shall also be applicable to a Registered User participating in a “Tom’s Idea-List” Project Development Team (a team-member).
The team-member and/or the Project Development Team as an autonomous legal entity shall ensure that each Registered User signed up as a Team-member and/or the Project Development Team as an autonomous legal entity complies with the terms and conditions of this Agreement.
The team-member and/or the Project Development Team as an autonomous legal entity cannot make any modifications to this Agreement. Any such alterations shall be deemed a violation of this Agreement and could result in the cancellation of Team-member and/or the Project Development Team as an autonomous legal entity’s accounts. “Tom’s Idea-List” is not responsible for any modifications made to this Agreement by Team-member and/or the Project Development Team as an autonomous legal entity.
In the event that a Registered User signed up as a Team-member and/or the Project Development Team as an autonomous legal entity is determined to be in violation of this Agreement, the Team-member and/or the Project Development Team as an autonomous legal entity shall, upon receipt of notice of the violation, take prompt action to ensure that the account in question is updated to be in full compliance with this Agreement. In addition, “Tom’s Idea-List” , in its sole discretion, reserves the right to take action directly if Team-member and/or the Project Development Team as an autonomous legal entity fails to do so.
“Tom’s Idea-List” is not responsible for the acts or omissions of Team-member and/or the Project Development Team as an autonomous legal entity. The Team-member and/or the Project Development Team as an autonomous legal entity hereby agrees to indemnify “Tom’s Idea-List” from and against any and all claims made by any Registered User or third party arising from the Team-member and/or the Project Development Team as an autonomous legal entity’s acts or omissions.
Disclaimer.
You acknowledge and agree that your use of the Services, including any information or content obtained through the Services, is at your own risk. You further acknowledge and agree that “Tom’s Idea-List” exercises no control over, and accepts no responsibility for, the content of the information passing through “Tom’s Idea-List” ‘s host computers, network hubs and points of presence or the Internet.
Limitation of Liability.
“Tom’s idea-list” shall not be liable for nonperformance or delay in performance caused by any reason, whether within or outside of its control. In no event will the “tom’s idea-list” parties be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data arising from your use of the services, or any registered user content, registered user website or other materials accessed or downloaded through the services, even if “tom’s idea-list” is aware or has been advised of the possibility of such damages.
Notwithstanding anything to the contrary contained herein, “tom’s idea-list” ‘s liability to you or any party claiming through you for any cause whatsoever, and regardless of the form of the action, is limited to the amount paid, if any, by you to “tom’s idea-list” for the services in the three (3) months prior to the initial action giving rise to liability. This is an aggregate limit. The existence of more than one claim hereunder will not increase this limit. No action, regardless of form, arising out of this agreement or out of the services may be brought by you, the registered user, more than one (1) year after the event which gave rise to the cause of action. Some jurisdictions do not allow a limitation on liability for negligence that causes death or personal injury and, in such jurisdictions, “tom’s idea-list” ‘s liability shall be limited to the greatest extent permitted by law.
Indemnification.
You agree to indemnify, defend and hold harmless “Tom’s Idea-List” and its officers from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the “Tom’s Idea-List” Parties arising out of or relating to (i) your use of the Services, (ii) any breach or violation by you of this Agreement; or (iii) any of your acts or omissions, except to the extent any of the foregoing directly results from “Tom’s Idea-List” ‘s own gross negligence or willful misconduct. The terms of this section shall survive any termination of this Agreement.
Governing Law and Arbitration.
Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon or arising from an alleged tort, shall be governed by the substantive laws of the Commonwealth of Pennsylvania. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any suit, action or proceeding concerning this Agreement must be brought in a state or federal court located in Philadelphia County, Pennsylvania. You irrevocably consent to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.
Arbitration must be on an individual basis. This means neither you nor “tom’s idea-list” may join or consolidate claims in arbitration by or against other registered users, or litigate in court or arbitrate any claims as a representative or member of a class or in a private attorney general capacity. Further, you agree that the arbitrator may not consolidate proceedings or more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific proviso is found to be unenforceable, then the entirety of this arbitration clause shall be null and void. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Miscellaneous.
Independent Contractor. “Tom’s Idea-List”, the Registered User, and all Project Development Teams are independent contractors and nothing contained in this Agreement places them in the relationship of principal and agent, partners or joint venturers. None of the parties have, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
Entire Agreement. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby.
Severability. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions (unless otherwise specified) thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions (unless otherwise specified) thereof shall remain in full force and effect.
Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
Assignment; Successors. You may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of “Tom’s Idea-List” . Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. “Tom’s Idea-List” may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without your consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights in any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you acknowledge and agree that any supplier of a third-party product or service that is identified as a third-party beneficiary in the Service description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its information or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its information nor services against you as if it were a party to this Agreement.