TERMS OF USE
1. INTRODUCTION
Welcome to Big Idea’s platform (“Platform”).
Access and use of the Platform is governed by and applicable to these terms of use (“Terms of Use”), the Privacy Policy, the E-SIGN Policy, Acceptable Use Policy, and Dispute Resolution Policy (collectively, these “Terms”).
Our “Privacy Policy” describes the ways that your User Content and any other information disclosed under the Contracts are collected, used, processed, shared, stored, and protected on our Platform.
Our “E-SIGN Policy” describes your rights regarding electronic signature of contracts and agreements.
Our “Acceptable Use Policy” describes your prohibited behaviors and practices when accessing and using our Platform.
Our “Dispute Resolution Policy” describes how the Parties will resolve disputes.
These Terms constitute a binding legal agreement by and between Big Idea Inc. (“Big Idea”, “we”, “us”, “our”) and you, an individual (“User”, “you”, “your”) (each User and Big Idea referred to as a “Party”, and collectively User and Big Idea referred to as the “Parties”).
Defined terms are as specified throughout these Terms and are identified in quotes. The singular meaning of a defined term will have the same meaning as the plural meaning and visa versa. When section is used, it is referring to a section of this Terms of Use.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such company or other legal entity to these Terms, and “User” as used herein will mean such company or legal entity.
**** The provisions of these Terms which are surrounded by asterisks are to let you know that these terms are important. ****
**** By accessing and using our Platform, you agree to be bound by these Terms, and any other terms that you enter into with us (collectively, the “Contracts”). Please see section 22 (Integration and Interpretation) for further details. ****
**** If you do not wish to be bound by the terms and conditions of these Contracts, please do not use the Platform. ****
These Terms do not apply to any third party websites, services, or applications (“Third Party Services”) that you may access through the Platform. Please see section 12 (Third Party Content and Third Party Services) for further details.
The Platform will be provided solely from within the continental United States, and on computing and storage devices residing within the United States.
**** These Terms require that any disputes between you and us will be resolved by binding, individual arbitration, and that you waive your right to a trial by jury or class action lawsuit. Please see section 20 (Class Action Waiver) and section 21 (Dispute Resolution) for further details. ****
Any information, materials, graphics, links, images, photos, pictures, information, or data, in whatever arrangement or form, that we make available to you through our Platform is referred to as “Content.”
Any information, texts, photos, pictures, materials, video, images, and/or Data, and which may include your name, username, password, in any form or arrangement which you may posted, uploaded, processed, or stored to the Platform and/or your Account, is collectively referred to as “User Content”, and is governed by the rights you grant us, and other applicable sections. Please see section 6 (Rights You Grant Us), and section 11 (User Content and Other Users Content) for further details.
Any information which includes your personal data (as an example: name, contact information, login information, signature, location, IP address) is referred to as “Personal Data”; and any information which includes log-file, analytics data, and other similar types of information volunteered by you or collected automatically through your device when accessing and using of our Platform is referred to as “Analytical Data”; and collectively Personal Data and Analytical Data is referred to as “Data”.
Any information, texts, photos, pictures, materials, video, images, and/or data, in any form or arrangement which may be posted, uploaded, processed, or stored to the Platform by other users of the Platform (“Other Users”), is collectively referred to as “Other Users Content”, and is governed under the terms of section 11 (User Content and Other Users Content).
2. ELIGIBILITY
You are only eligible to access and use our Platform, if you are of legal age of majority (i.e. you can enter into and sign a contract on your own behalf, without the consent of a guardian, parent, or court) in the country, state, region, or province where you reside.
By accessing and using the Platform, you also agree that:
you can form binding contract(s) with us, and other parties;
that you have the right, authority, and capacity to agree to and abide by the terms and conditions of the Contracts; and
you will comply with the terms and conditions of the Contracts and all applicable local, state, national, and international laws, rules and regulations associated with the terms and conditions of the Contracts.
If you don’t agree to the above, then don’t use our Platform. If it comes to our attention that you are violating our eligibility requirements, we will take appropriate measures to enforce our requirements, including, but not limited to, terminating your access and use of our Platform.
3. YOUR ACCOUNT AND YOUR OBLIGATIONS
In order to use the Platform, you must create an account (“Account”) and provide certain information about yourself as prompted by the account registration form which includes providing a unique sign-in name (“Username”) and password (“Password”), verifying your identity, and setting up two-factor authentication.
It is your responsibility to keep your Username and Password secure. You are solely responsible for maintaining the confidentiality of your Account information, including your Username and Password. Further, you are responsible for all activity occurring on your Account.
Do not allow anyone else to use your Account. Do not register for more than one Account, register an Account on behalf of someone else, or transfer your Account to another person or entity.
You will need to provide accurate and current registration information, including but not limited to, personal information about yourself. We will use, process, share, and store your registration information as specified in our Privacy Policy.
By creating an Account, you acknowledge and agree that: (a) all required registration information you submit is truthful, accurate, current, and complete; and (b) you will maintain the accuracy, truthfulness, and completeness of such information.
You agree to promptly notify us by email, at the email address specified in section 26 (Contact Us), of any unauthorized use, suspected unauthorized use of your Account, any other breach of security, or if we need to deactivate your Username or Password.
You may suspend or terminate your Account with us at any time, for any reason, as specified in section 17 (Term and Termination; Suspension).
**** To the maximum extent allowed by applicable law, we are not and will not be responsible for any loss or activity that results from the unauthorized use of the Platform and your Account. ****
4. OUR OBLIGATIONS
We will maintain commercially reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your Personal Data, including using multi-factor authentication.
5. RIGHTS WE GRANT YOU
During the Term, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, right to access and use our Platform (the “Your Right to Use”), but only for your personal use or your internal business use (if you are a company or other legal entity). Your Right to Use is for the sole purpose of letting you use and enjoy our Platform as permitted by these Terms. Your Right to Use will remain in effect until and unless our Platform is terminated by you or us. Your Right to Use will apply to our Platform as modified, supplemented, updated, and otherwise altered.
All rights not expressly granted to you are expressly reserved by us.
6. RIGHTS YOU GRANT US
You grant us, directly and indirectly, a non-exclusive, transferable, worldwide, royalty-free right to: (a) verify your identity through our verification providers; and (b) collect your payment through our payment processor (“Payment Processor”) (a and b, collectively “Rights”).
You grant us, directly and indirectly, a non-exclusive, transferable, worldwide, royalty-free license to: (a) receive, use, collect, host, process, store, copy, reproduce, aggregate, distribute, display, and perform your User Content for us to provide you with access to and use of the Platform, and as specified in the settings of your Account; and (b) process your signature for the Electronic Signing of NDAs in the Platform (a and b, collectively the “Licenses”).
You agree that these Rights and Licenses include the right for us, directly and indirectly, (a) to make User Content submitted to or through the Platform available to other companies, organizations, or individuals, in compliance with the terms and conditions of the Contracts; (b) to comply with the agreement with our Payment Processor, third party hosting services, and any other third party services; (c) to comply with requests that are legal in nature (e.g., subpoenas, court orders, legal process, law enforcement requests, legal claims, or government inquiries, and to protect and defend the rights, interests, safety, and security of our Platform, users, or the public); (c) to respond to requests from third party service and business providers (e.g., payment applications and other services); and (d) in connection with a sale, merger, acquisition, or other business transfer.
Further, you also agree that these Rights and Licenses include the right for us, directly and indirectly, to: (a) allow the Platform to use the processor, bandwidth, and storage hardware on your device in order to facilitate the operation of the Platform; and (b) provide advertising and other information to you unless you opt-out in the settings in your Account or as other specified by us.
You agree and authorize that we may send notifications to you, as specified in your Account settings, when there is a new task or alert for you (such as a new chat request, new NDA request).
You agree and authorize that we may send you SMS messages which will contain multi-factor authentication codes in order to verify your identity when you use certain features and functions of the Platform.
You agree and authorize that we may send you email messages related to the Platform, and includes notices required by law, which you cannot opt-out of.
You agree and authorize that we may send you email messages for marketing and advertising purposes, unless you opt-out in your Account.
You also agree that we, directly and indirectly, may monitor your use of the Platform and collect and compile anonymized data, information statistics, performance information, and other content, which does not identify you as an individual (“Aggregated Statistics”). We will use the Aggregated Statistics to make improvements, changes, enhancements, and updates to the Platform. Further, we may, directly or indirectly, use, copy, duplicate, reproduce, publish, rent, lease, lend, sell, license, sublicense, assign, distribute, transfer, or otherwise make available the Aggregated Statistics, at our discretion and option. We do not and will not sell your Personal Data, that identifies you as an individual.
As part of our commitment to providing you with the best service, we welcome comments, reviews, suggestions, and ideas for and about the following: Platform, features, modifications, enhancements, Content, refinements, technologies, offerings, promotions, strategies, or feature names, or any related documentation, artwork, computer code, diagrams, or other materials that you wish to provide your opinion and suggestions, or opine on, regardless of the method of communication (collectively, “Feedback”).
By using our Platform, you grant us, directly and indirectly, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, host, store, copy, aggregate, produce, license, sublicense, distribute, disclose, transmit, publish, publicly display, publicly perform, modify, create derivative works of, translate, reformat, and incorporate your Feedback into our products and services. We, directly or indirectly, will (a) have no obligation to (i) report on any uses of your Feedback; (ii) keep your Feedback secret or be required to restrict publishing or disclosure of your Feedback; or (iii) compensate or credit you in any way regarding your Feedback. Further, we will be entitled to profit from, disclose, publish, or otherwise exploit your Feedback in any way that we deem appropriate.
7. USE OF CONTRACTS
**** You agree to comply with the terms of any non-disclosure agreement (“NDA”) that you enter into with Other Users. You agree that you will be responsible and liable for your breach of the terms and conditions of any NDAs that you enter into with Other Users. Further, you agree to hold us harmless for any breach by you of any NDAs that you entered into with Other Users. You agree that we are not responsible or liable for any breach by Other Users of an NDA that you entered into with those Other Users. Further, you agree to hold us harmless for any breach by Other Users of an NDA that you entered into with those Other Users. ****
**** We have provided an NDA, at no charge to you, and for your convenience and use, however you are not required to use this NDA. We make no assurances that the NDA is sufficient for your purposes, and we have no liability if the NDA does not properly protect your interests in any transactions with Other Users. The NDA that we provide for your use does not constitute legal advice, we highly recommend that you seek legal advice for the use of our NDA or any NDA that you decide to use on our Platform. ****
**** We recommend that you seek legal advice regarding any agreements that you enter into with Other Users when you access and use our Platform. You agree we are not responsible or liable for your use of any agreements used on our Platform. Further, you agree to hold us harmless for your use of any agreement used on our Platform. ****
8. PROHIBITED USES OF OUR PLATFORM
You may use our Platform only for lawful purposes and in compliance with these Terms. We reserve the right, in our sole discretion, to determine whether you have violated this section.
You agree not to, nor permit, authorize, or allow any third party to use the Platform in any one or more of the following ways:
use, copy, duplicate, or publish the features, functions, or user interfaces of the Platform, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform; or include the Platform in any service bureau or outsourcing offering;
modify, reverse engineer, disassemble, decompile, decode, adapt, hack, attempt to hack, or otherwise attempt to derive or gain access to any software component, underlying idea or algorithm of the Platform, in whole or in part;
decipher any transmissions to or from the server running the Platform;
interfere with or disrupt the integrity or performance of the Platform;
attempt to bypass or break any security mechanism of the Platform, or using the Platform in any other manner that possesses a material security or service risk to us or any of our users;
attempt to gain unauthorized access to the Platform or its related systems and networks;
permit access to or use of the Platform in a way that circumvents any contractual usage limits; or
alter, remove, disable, or suppress the display of any copyright, trademark, trade name, logo, or trade dress included as part of (i) the Platform; (ii) our Content; (iii) Other Users Content; and/or (iv) Third Party Content.
You will not, nor permit, authorize or allow any third party, to use the Platform to do any one or more of the activities as specified in the Acceptable Use Policy. Further, you agree to comply with the terms of the Acceptable Use Policy.
We reserve the right, at any time, without notice, to suspend or terminate your access to our Platform, at our sole discretion, for your violation of the above terms, as specified in section 17 (Term and Termination; Suspension.
9. FREEMIUM SERVICES AND PAID SERVICES
You can find a description of our Platform options on our website at www.bigideaplatform.com, and we will explain which Platform options are available to you when you create an Account. Certain features may be made available to you at no charge (“Freemium Services”). However, other features may require payment before you can access them (the “Paid Services”). The fees for Paid Services do not include any taxes, processing fees or currency exchange fees, which you are responsible for paying.
We reserve the right to change the fees for the Paid Services, at any time. Changes to the fees for Paid Services will not affect any payments made prior to the effective date of the changes to the fees for the Paid Services. Your continued use of your Paid Services after the date any changes to the fees for the Paid Services becomes effective, will constitute your acceptance of such fee changes, unless you cancel your Paid Services prior to the automatic renewal.
If we make any changes to the fees for the Paid Services, we will provide you with notice by displaying a prominent notice on our website, or sending you an email. Please make sure that you read any such notice carefully. Having received notice of any changes to the fees for the Paid Services, if you continue to access and use the Platform, then you agree with the changes to the fees for the Paid Services. If you do not wish to continue accessing and using the Platform certain features and functions associated with Paid Services because of the change in the fees for the Paid Services, you can terminate your access and use of certain features and functions of the Platform, see section 17 (Term and Termination; Suspension) for details.
If you cancel your Paid Services, you may not be able to re-subscribe for the same features and rates as the previous Paid Services that you subscribed to.
10. PAYMENT
When you want to access certain features and functions that are only offered as Paid Services, you will be required to provide a valid method of payment (a “Payment Method”) through your Account (which links to our Payment Processor). You may update your Payment Method at any time by accessing your Account. Payment of fees that are due and payable by you to us will be made in United States currency.
By placing an order through your Account for use of the Platform (“Order”), you also agree and authorize: (a) the Payment Method you provide to be immediately charged for all fees, taxes, and any currency exchange fees, as applicable to your Order; (b) to share your payment information and fulfill the instructions required by our Payment Processors to complete the payment transactions; and (c) no additional notice or consent is required for the foregoing authorizations. If the Payment Method is declined or no longer available and there is no alternative payment method, then our Payment Processor will contact you to obtain an alternative method of payment.
**** If you do not provide an alternative payment method to our Payment Processor for payment of the Paid Services, we will not provide access and use of the Platform associated with the Paid Services, but you will still be able to access and use the Platform associated with the Freemium Services. ****
You are responsible for all activities and charges that occur under your Account.
**** All amounts paid to us are non-refundable. This no-refund policy will apply at all times regardless of your decision to terminate usage of the Platform or any features or functions of the Platform, any disruption to the Platform, or any other reason whatsoever. ****
11. USER CONTENT AND OTHER USERS CONTENT
We do not control, take responsibility for, or assume liability for any losses or damages associated with any User Content posted, uploaded, processed, or stored to the Platform or your Account by you, or by another person that uses your Account, with or without your permission (“Third Party User”).
We do not control, take responsibility for, or assume liability for any losses or damages associated with any Other Users Content posted, uploaded, processed, or stored to the Platform by Other Users on the Platform.
We do not endorse or approve of User Content and/or Other Users Content. We may review your User Content and/or Other Users Content, before or after it is posted or uploaded, and we reserve the right to not post or upload, or later remove any of your User Content and/or Other Users Content, which we determine, in our sole discretion, is not in compliance with these Terms or applicable laws, or in response to complaints from Other Users or third parties. While we reserve this right to monitor your User Content posted, uploaded, processed, or stored to the Platform and/or your Account, and/or Other Users Content posted, uploaded, or stored to the Platform, we are also under no obligation to do so.
When you post, upload, or store User Content to the Platform, you acknowledge and agree that (a) you own that User Content, or you have received all necessary permissions, clearances from, or are authorized by, the owner of any part of your User Content. You are responsible and liable if any of your User Content violates. infringes, or misappropriates the intellectual property or privacy rights of any third party; and (b) you will not incorporate in your User Content any malicious content (including but not limited to, code, files, scripts, agents, or programs), such as worms, viruses, trojan horses, backdoors, malware, time bombs, drop dead devices, or similar harmful content that are intended to interfere with, restrict, impede, disable, erase, or do harm to our Platform (“Viruses”).
We are not obligated to remove any User Content, except as required by law. If you believe that your rights are being violated with respect to your User Content, please contact us at the email address specified in section 26 (Contact Us).
Further, we are not and will not be liable or responsible for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity you may encounter while accessing or using the Platform. We disclaim and take no responsibility for your conduct, that of Third Parties, or that of any Other Users, on or off our Platform.
12. THIRD PARTY CONTENT AND THIRD PARTY SERVICES
From other third parties, including our Payment Processor and verification processor (“Third Parties”), we may provide access, links, embedded content, or other methods of interacting with third-party web pages, social media platforms, mobile apps, content, applications, products, and services, including advertisements and promotions (collectively, “Third Party Content”) on our Platform, as a service to those interested in this information. We provide access to Third Party Content for your convenience only.
By the inclusion of Third Party Content, we do not imply any endorsement of the Third Party or their Third Party Content or any association with the operators of the Third Party or their Third Party Content, except as specifically stated in the Platform. We do not update, review, investigate, verify, or monitor Third Parties and/or their Third Party Content; provided, however, we may have, at one time, reviewed, investigated, verified, or monitored specific Third Parties (“Preferred Third Parties”). Third Parties includes Preferred Third Parties, and Third Party Content includes the content of Preferred Third Parties.
If you access Third Party Content, you do so at your own risk. Third Party Content is not under our control and we do not take responsibility for any information or materials on Third Party Content, its accuracy or completeness, the availability of the Third Party Content, or any form of transmission received from any Third Party. Further, we do not and will not assume liability for any losses or damages associated with any Third Party Content posted, uploaded, processed, or stored to the Platform, whether or not we endorsed, at one time, the Third Party Content.
When you visit other websites and apps via Third Party Content (“Third Party Services”), or participate in promotions or business dealings with Third Parties, you should understand that these Terms will no longer be applicable. The terms and policies (including, but not limited to use policies and privacy policies) of those Third Party Services will now apply. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Services that you visit from our Platform. We do not make any representations or warranties as to the security of any information (including, without limitation, credit card and other personal information) you might be requested to provide to any Third Party Services, and you irrevocably waive any claim against us with respect to such Third Party Services. We strongly encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online transaction with any Third Party Services.
13. OWNERSHIP
The Platform, Platform Updates, Aggregated Statistics, along with all Content and other materials, including, without limitation, our logos, trademarks, service marks and all designs, text, graphics, pictures, information, data, manuals, guides, documentation, and the selection and arrangement, including any copies, are the property of Big Idea and/or our suppliers (as applicable), and are protected by United States and international patent law, copyright law, trade secret law, trademark law, and all other proprietary rights.
You retain any and all rights which may exist in your User Content.
14. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS
**** Each Party represents and warrants that: (a) they have the power and authority to enter into and perform their obligations under the terms and conditions of the Contracts; (b) the execution, delivery, and performance of their obligations under the terms and conditions of the Contracts by such Party will not (i) result in a violation of any law, judgment, or order applicable to such Party, or (ii) conflict with or breach any contract or other obligation to which such Party is bound; (c) they hold all licenses, approvals, registrations, permits, and certifications required under applicable law to conduct their business, including without limitation, all necessary business licenses, tax registrations, and import and export licenses; and (d) they will comply with all applicable federal, state, and local laws, including privacy laws. ****
**** You represent and warrant that you are of legal age of majority (i.e. you can enter into and sign a contract on your own behalf, without the consent of a guardian, parent, or court) in the country, state, region or province where you reside. ****
**** You represent and warrant that (a) you own or have received the rights to post, upload, processed, and store your User Content to the Platform; (b) your User Content does not and will not violate any laws or regulations; (c) your User Content does not and will not infringe or misappropriate the intellectual property rights of another party; (d) the signing of NDAs does not and will not violate any other agreements that you have with other parties; (e) that you have and will have sufficient rights to grant the Rights and Licenses (including the additional rights and licenses) to us, as specified above; and (f) you have not and will not post, upload, processed, or store User Content to the Platform which incorporate Viruses. ****
**** We disclaim any warranty of any kind, whether express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, course of performance or dealing, usage of trade, or non-infringement or misappropriation of third party rights. The Platform, including any materials, information, software, facilities, services, Content, features, manuals, guides, documentation, and other materials and elements of the Platform, is provided on an AS-IS and AS-AVAILABLE basis. Your use of the Platform is at your own risk. ****
**** While the Platform has been compiled in good faith, we make no warranty or representation and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security, or reliability of the Platform; (b) any harm to your devices, loss of data or materials, or other harm that results from your access to or use of the Platform; (c) the deletion of, or the failure to store or transmit, any content and other communications maintained by the Platform; (d) any files or other data you download will be free of Viruses, or contaminated, or have destructive features; (e) whether the Platform will meet your requirements, provide specific results, or be available on an uninterrupted, secure, or error-free basis; (f) any defects or errors in the Platform will be corrected; and (g) your inability to access or use the Platform. Further, we make no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of any third party products made available through the use of the Platform. ****
**** This section applies to the fullest extent permitted by applicable law. This section does not affect your statutory rights as a consumer. ****
15. INDEMNIFICATION
**** You agree to indemnify us and hold us harmless from or against any and all third party claims, actions, and demands (“Third Party Claims”), in each case including any related liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys’ fees) that are awarded against us, or agreed in settlement by you insofar as such Third Party Claims were related to or arise from one or more of the following: (a) your use of the Platform in violation of these Terms or in a manner not authorized by these Terms; (b) your use of the Platform in combination with any data, software, hardware, equipment, or technology not provided by us; (c) your violation of applicable laws or regulations; (d) your User Content infringes or misappropriates the intellectual property rights of a third party; (e) your breach of your representations and warranties as specified in these Terms; (f) you engage in any unfair or deceptive acts or practices; (g) your gross negligent or willful acts or omissions. ****
We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
16. LIMITATION OF LIABILITY
**** To the extent permitted by law, in no event will we be liable for (a) any damages, including, but not limited to, indirect, incidental, special, consequential, exemplary, or punitive damages, arising out of, resulting from, caused by, related to, or in connection with your use of the Platform or any information or Content contained as part of the Platform or any Third Party Content or Other Users Content, (b) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of, resulting from, caused by, related to, or in connection with the use of or inability to use the Platform, whether an action alleging such damages is brought in contract, negligence, tort, or otherwise, and even if we have been advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. ****
**** In no event will our total liability under any and all causes of action on a cumulative basis exceed the lesser of (a) payments made by you to us during the immediately preceding twelve (12) month period or (b) $1,000.00 U.S. ****
**** The exclusions and limitations above are fundamental elements of the basis for the bargain between us and you. ****
17. TERM AND TERMINATION; SUSPENSION
These Terms commence and are binding on the first date you access or use the Platform, and will continue until your right to access and use the Platform is terminated as described in this Terms of Use (“Term”). At any time, for any reason, you may terminate your Account by accessing the settings in your Account, and verifying that you want to terminate your Account. Prior to the termination of your Account, you should make a copy of all of your User Content. After you have terminated your Account, we will have no obligation to maintain a copy of your User Content, unless required by law.
If you opt-out of using cookies (as described in the Privacy Policy) which are used in the Platform, then these Terms will terminate, as well as, your right to access and use the Platform, and your Account.
We may cease providing you with access to and use of the Platform (“Suspend”), at any time, for any or no reason, including, but not limited to, if we reasonably believe: (a) you have violated the terms and conditions of the Contracts, including but not limited to, using the Platform in a manner not authorized by the terms and conditions of the Contracts; (b) due to your unlawful conduct; (c) you create risk or possible legal exposure to us.
If we Suspend your Account due to your violation of any portion of the prior paragraph, then you agree that you will not attempt to re-register with or access the Platform through use of a different Username or otherwise. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions specified in the terms of the Contracts, without any notice or warning to you. You acknowledge that we will not have an obligation to refund any amounts that you have already paid to us, regardless of when the termination or suspension occurred.
To the fullest extent permitted under applicable law, if you terminate your Account, you agree that we will have no liability or responsibility to you or any third party. After your Account is terminated, these Terms of Use will terminate, except that the following provisions will continue to apply: section 6, last paragraph (Rights You Grant Us); section 13 (Ownership); section 14 (Representations and Warranties; Disclaimers); section 15 (Indemnification); section 16 (Limitation of Liability); section 17, last paragraph (Term and Termination; Suspension); section 19 (Governing Law); section 20 (Class Action Waiver); section 21 (Dispute Resolution); section 22 (Integration and Interpretation); section 23 (Severability and Waiver); and any other provisions that by their nature will survive termination of these Terms of Use. Further, the certain other terms of the Contracts will survive termination, as specified in the Contracts.
18. CHANGES TO THIS TERMS OF USE
Occasionally, we may make changes to this Terms of Use. If we make changes to this Terms of Use, we will provide you with notice by displaying a prominent notice on our website or our Platform or by sending you an email. Please make sure you read any such notice carefully. Having received notice of any changes to this Terms of Use, if you continue to access and use the Platform, then you agree to the updated Terms of Use. Neither the course of conduct between the Parties nor trade usage will act to modify or alter the provisions of this Terms of Use.
If you do not wish to continue accessing and using the Platform under the updated Terms of Use, you can terminate your access and use of the Platform and your Account, see section 17 (Term and Termination; Suspension) for details.
19. GOVERNING LAW
The terms and conditions of the Contracts, and any dispute or claim arising out of, resulting from, caused by and/or related to, their subject matter, and/or their formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the state which has venue and jurisdiction, without reference to its conflicts of laws and choice of law rules or principles. The Parties irrevocably agree that the California Superior Court of San Francisco County, California, will have exclusive venue and jurisdiction to adjudicate and settle any dispute or claim arising out of, resulting from, caused by, and/or related to the terms and conditions of the Contracts, their subject matter, and/or their formation (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to the terms and conditions of the Contracts.
20. CLASS ACTION WAIVER
**** You agree that you may bring claims against us only in your individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative, multiple plaintiff, or similar proceeding. ****
**** You agree that any arbitration will be limited to the dispute between you individually and us. To the fullest extent permitted by law: (a) no arbitration will be joined with any other party; (b) there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (c) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons or party. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. ****
**** For purposes of this section, any claims or disputes are related to the Contracts. ****
21. DISPUTE RESOLUTION
The terms for dispute resolution are specified in our Dispute Resolution Policy, as relates to the Contracts.
22. INTEGRATION AND INTERPRETATION
In order to use certain features and functions of the Platform, you will need to enter into additional Contracts, including with us and any other parties, including, without limitation, entering into non-disclosure agreements, and asset management, sale and transfer agreements.
The terms and conditions of the Contracts contain the full understanding of the Parties with respect to the specific subject matter and supersedes and cancels all other previous agreements, negotiations, commitments, discussions, and warranties, whether oral or in writing, with respect to such subject matter. The Parties have not relied on any statement, representation, warranty, or agreement of the other Party or of any other person on such Party’s behalf, including any representations, warranties, or agreements arising from statute or otherwise in law, except for the representations, warranties, or agreements expressly contained in the Contracts. Nothing in this section purports to limit or exclude any liability for fraud.
The headings in the Contracts are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of the Contracts or any of its provisions. In the event any Contract is translated into any language other than the English language, the meanings contained in the English language version will control and be used in any interpretation or dispute related to the Contract. All notices, and any other communications related to the Contracts will be in the English language.
23. SEVERABILITY AND WAIVER
If the terms and conditions of any of the Contracts is declared void or unenforceable by a court of competent jurisdiction, such terms and conditions will be deleted from the terms and conditions of the applicable Contract, and the remainder of the terms and conditions of the applicable Contract will remain in full force and effect as permitted by applicable law.
The waiver by either Party of any breach of any term, provision, condition, or covenant of the Contracts by the other Party will not be construed to be either a waiver of any succeeding breach of any term, provision, condition, or covenant, a waiver of the term, provision, condition, or covenant itself, or remedy. A waiver of any term, provision, condition, covenant, or breach of the Contracts by either Party will only be effective if given in writing and signed by both Parties, and then only in the instance and for the purpose for which it is given.
24. FORCE MAJEURE
We will not have any liability to you by reason of any delay or failure to perform any obligation under the terms and conditions of the Contracts, if the delay or failure to perform is occasioned by any act, event, non-happening, omission, or accident beyond our reasonable control and includes, but is not limited to, any one or more of the following: (a) acts of God; (b) flood, fire, earthquake, tornado, hurricane, tsunami, other potential disasters, catastrophes, or explosions; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, insurrection, or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the effective date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, lockouts, labor disturbances or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) pandemics, epidemics and any associated quarantine or shelter-in-place orders or similar orders (“Force Majeure Event”). You agree that your sole and exclusive remedy where our delay or failure to perform is occasioned by Force Majeure Event(s) is to terminate your access and use of the Platform, specified in section 17 (Term and Termination; Suspension).
25. UPDATES AND CUSTOMER SUPPORT
At various times, we may choose to make available updates or other changes or enhancements to the Platform (collectively, “Platform Updates”). Platform Updates will be automatic and mandatory. Please note that the Platform may be unavailable during a Platform Update.
For general customer support, or assistance with your Account (“Customer Support Queries”), please email us at support@bigideaplatform.com. We will use reasonable efforts to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame, and/or that we will be able to answer any such queries.
26. CONTACT US
We welcome comments, questions, concerns, or suggestions. Please send us a message via email at legal@bigideaplatform.com.
This Terms of Use was last updated: December 22, 2023
