Ideasicle X Customer Agreement and Website Terms of Use

Last Modified: 10/12/2023

PLEASE READ THIS DOCUMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A BINDING ARBITRATION AGREEMENT.

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Ideasicle X, LLC (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of http://ideasiclex.com/ and/or https://app.ideasiclex.com/, including any content, functionality and services offered on or through http://ideasiclex.com/ and/or https://app.ideasiclex.com/ (the “Website”), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Website. By using the Website or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. 

This Website is offered and available to users who are 16 years of age or older. By using this Website, you represent and warrant that you are 16 years of age or older and are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Website.

Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. 

Accessing the Website and Account Security

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.

  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Website and its features and functionality, are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property and proprietary rights laws. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the features or functionality of the Website except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use (except as otherwise permitted in any supplemental terms and conditions regarding the use of such applications), provided you agree to be bound by our end user license agreement for such applications.

  • If we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not:

  • Modify copies of any features or functionality from this site.

  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site

Any and all intellectual property created by you or for you through your use of the Company and the Website, including, without limitation, all copyrights, patents, and trademarks (collectively, the “Deliverables”) are the property of you as work made for hire. The Company shall have no claim of right to the Deliverables.

These Terms of Use permit you to use the Website for your commercial use. You may reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the Deliverables produced for you as work made for hire.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, the Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.

Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 

  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards (defined below) set out in these Terms of Use.

  • To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

  • To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website or expose them to liability.

Additionally, you agree not to:

  • Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

  • Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

  • Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.

  • Use any device, software or routine that interferes with the proper working of the Website.

  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website. 

  • Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Website.

User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, user reviews and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Website.

All User Contributions must comply with the Content Standards set out in these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

 We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website. 

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.

  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.

  • Notwithstanding anything to the contrary herein or in our Privacy Policy, disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website. 

  • Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY, SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review any material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to any third-party consultants (including any Freelancers) for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.

  • Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

  • Be likely to deceive any person.

  • Promote any illegal activity, or advocate, promote or assist any unlawful act.

  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization. 

  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please refer to “Your Comments and Concerns” for instructions on how to contact us. It is the policy of the Company to terminate the user accounts of repeat infringers. 

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. 

Information about You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Terms of User Transactions

All purchases through our site or other transactions for the sale of services or information formed through the Website or as a result of visits made by you are governed by our Terms of User Transactions contained in this Section.

  1. Paid Subscription Terms and Conditions

Certain features and functionality of the Website have fee-based access (“Subscriber Areas”) and are available only to users who have active paid subscriptions (“Subscriptions”).  Purchasing a paid subscription is optional and not required to gain access to any public portion of the Website other than the Subscriber Areas.  By purchasing a Subscription to access the Subscriber Areas, you agree to be bound by these Paid Subscription Terms and Conditions.

You agree to pay the subscription fees and any other charges (including any applicable taxes) incurred in connection with your Subscriptions at the rates in effect when the charges were incurred.  Unless we have expressly agreed otherwise, we will bill all Subscription charges automatically to your credit card.  Subscription charges will be billed at the beginning of your Subscription and any renewal thereof.  For all periodic Subscriptions (whether monthly, yearly, or any other term), we will notify you of the pending renewal of your Subscription at least 15 days prior to the date your Subscription renews, except as otherwise required by law.  For all Subscriptions, you must cancel your Subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card.  We may cancel your Subscription at any time upon notice to you, for any reason or for no reason.  If we cancel your Subscription for any reason other than a violation of our Terms of Use (including any document incorporated therein by reference), we will issue a pro-rated refund to the same payment method to which the Subscription was originally billed.

As a general matter, all Subscription fees and charges are non-refundable.  A chargeback in breach of the foregoing term and of the Customer’s obligation to pay the Subscription fee is a material breach of these Terms of Use.  If Customer initiates a chargeback in violation of these Terms of Use, Customer agrees that we may dispute or appeal the chargeback and institute collection action against Customer and take such other action we deem appropriate.  We reserve the right to issue refunds or credits at our sole discretion, for any reason or for no reason.  If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future to any subscriber.  We may change the fees and charges then in effect, or add new fees or charges, by giving you notice and an opportunity to cancel your Subscription before any renewal Subscription charges are billed to your credit card.  If you need to update your credit card details or you want to use a different credit card, please visit your Website profile to make changes.

2. Your Relationship with the Company

We make the Website and Subscriber Areas available to enable Customers (“Customers”) and service providers (“Freelancers”, and together with Customers the “Users”) to find each other.    You hereby acknowledge and agree that Users publish and request the Company to publish on their behalf information on the Website about the User, such as reviews, experience, profile information, or verification of identity or credentials.  Such information is based solely on unverified data that Users voluntarily submit to us and does not constitute and will not be construed as an introduction, endorsement, or recommendation by the Company; we provide such information solely for the convenience of Users and to allow Freelancers to be found and Customers to search for appropriate talent.

Through the Website, Freelancers may be notified of Customers that may be seeking the services they offer, and Customers may be notified of Freelancers that may offer the services they seek; at all times, however, Website users are responsible for evaluating and determining the suitability of any project, assignment, proposal, request, Customer, or Freelancer on their own.  If a Customer decides to engage one or more Freelancers for services, the Customer and such Freelancer shall enter into an agreement outlining the scope of Freelancer Services and the Freelancer Fees, which shall include the Transaction Fee payable to the Company. All such agreements shall be subject to our Terms of Use.

You acknowledge, agree, and understand that we are not a party to the relationship or any dealings between Customer and Freelancer other than as set forth herein. Without limitation, Users are solely responsible for (a) ensuring the accuracy and legality of any User Contributions, (b) determining the suitability of other Users for a service contract or engagement (such as any interviews, vetting, or similar actions), and (c) performing Freelancer services. The  Customers and Freelancers shall negotiate, agree to, and execute any additional terms or conditions of agreements between Company and such Users, including the Freelancer Fees to be paid by Users to the Company for each Freelancer’s Services, and the Company shall be responsible paying the Freelancer Fee.  You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into an engagement with another User and for verifying any information about another User.  We do not (i) make any representations about or guarantee the truth or accuracy of any Freelancer’s or Customer’s listings or other User Contributions on the Site; (ii) verify any feedback or information provided by Users about Freelancers or Customers; or (iii) vet or otherwise perform background checks on Freelancers or Customers, except as expressly set forth herein.  You acknowledge, agree, and understand that we do not, in any way, supervise, direct, control, or evaluate Freelancers or their work and are not responsible for any project, assignment, or work product or the terms upon which such project, assignment, or work project is engaged or procured.  We make no representations about and do not guarantee, and you agree not to hold us responsible for (i) the quality, safety, or legality of Freelancer services; (ii) the qualifications, background, or identities of Users; (iii) the ability of Freelancers to deliver agreed upon or promised services; (iv) the ability of Customers to pay Company for Freelancer services; (v) User Contributions, or other statements or communications made by Users, whether on or off the Website; (vi) or the ability or willingness of a Customer or Freelancer to actually complete a transaction.

The Company and Freelancer have entered into the Ideasicle X Freelancer Agreement, pursuant to which each Freelancer has agreed to abide by the Company’s confidentiality obligations.  Notwithstanding the foregoing, you acknowledge, agree, and understand that the Company is not liable for any disclosure of non-public, confidential, or proprietary information disclosed by a User to a third party in violation of these Terms of Service or any confidentiality and non-disclosure agreement between the Company and/or Users.

You also acknowledge, agree, and understand that Freelancers are solely responsible for determining, and have the sole right to determine, which projects or assignments to accept; the time, place, manner, and means of providing any Freelancer services; and the type of services they provide.  You further acknowledge, agree, and understand that: (i) you are not an employee of the Company, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) we will not have any liability or obligations under or related to any Freelancer services for any acts or omissions by you or other Users; (iii) we do not, in any way, supervise, direct, or control any Freelancer or the performance of their services; do not impose quality standards or a deadline for completion of any Freelancer services; and do not dictate the performance, methods, or process a Freelancer uses to perform services; (iv) a Freelancer is free to determine when and if to perform services, including the days worked and time periods of work, and we do not set or have any control over any Freelancer’s work hours, work schedules, or work location; (v) Freelancer will be paid at such times and amounts as agreed between Company, Customer, and Freelancer in a given engagement, and we do not, in any way, provide or guarantee Freelancer a regular salary or any minimum, regular payment; (vi) we do not provide Freelancers with training or any equipment, labor, tools, or materials related to any Freelancer service; and (vii) we do not provide the premises at which Freelancers will perform the work.  Freelancers are free to use subcontractors or employees to perform services and may delegate work except as otherwise agreed between Customer and Freelancer.  If a Freelancer uses subcontractors or employees, Freelancer further agrees and acknowledges that these Terms of Use apply to our relationship, if any, with Freelancer’s subcontractors and employees.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any User from engaging in any other business activities or providing any services through any other channels they choose.  Users are free at all times to engage in such other business activities and services and are encouraged to do so.

Freelancer acknowledges and agrees that Freelancer is solely responsible (a) for all tax liability associated with payments received from the Company for work performed for Customers, and that we will not withhold any taxes from payments to Freelancer; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Freelancer is not covered by or eligible for any insurance from the Company; (c) for determining whether Freelancer is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to its fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (d) if outside of the United States, for determining if the Company is required by applicable law to withhold any amount of the Freelancer’s fees and for notifying the Company of any such requirement and indemnifying the Company for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest).  In the event of an audit of the Company, Freelancer agrees to promptly cooperate with the Company and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit.

3. Relationship between Freelancers and Customers

If a Customer and Freelancer decide to enter into an engagement, such engagement is a contractual relationship directly between the  Customer and Freelancer.  Customer and Freelancer have complete discretion both with regard to whether to enter into an engagement with each other and with regard to the terms of such engagement.  You acknowledge, agree, and understand that that the formation of any agreement or engagement between Users will not, under any circumstance, create an employment or other service relationship between us and any Freelancer or a partnership or joint venture between us and any User.  With respect to any engagement, Customers and Freelancers may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand the Company’s rights and obligations under the Terms of Use, including this Agreement. 

4.  Our Fees; Payment of Freelancer Fees

In addition to Subscription fees charged to Users described in Section I of these Terms of User Transactions, above, we charge a facilitation fee for each engagement or transaction entered into between Customers and Freelancers, in an amount up to 10% of the aggregate fees due to the Freelancer(s) in such an engagement or transaction (the “Transaction Fee”).  The Transaction Fee is paid solely by the Customer to the Company and is in addition to the fees paid to the Company on behalf of the Freelancer(s) (the “Freelancer Fee” and together with the Transaction Fee, collectively, the “Fees”).  The Transaction Fee and Freelancer Fee will be billed automatically to the Customer’s credit card and may be billed in a single transaction or in installments.  For example, if a Customer has agreed to pay a Freelancer Fee of $10,000 in two equal monthly installments of $5,000 each, the Transaction Fee will be billed to the Customer at the same time as the two installments of Freelancer Fee payments, in the amount of $500 (10% of $5,000) per installment.  All Fees will be billed in United States Dollars, and Customer will be responsible for any applicable foreign conversion fees charged by the Customer’s credit card issuer, bank, and/or other third parties.

As a general matter, because Transaction Fees are billed only when a Customer pays the Freelancer Fee, Transaction Fees are non-refundable.  A chargeback in breach of the foregoing term and of the Customer’s obligation to pay the Transaction Fee or Freelancer Fee is a material breach of these Terms of Use.  If Customer initiates a chargeback in violation of these Terms of Use, Customer agrees that we may dispute or appeal the chargeback and institute collection action against Customer and take such other action we deem appropriate.  We reserve the right to issue refunds or credits, in full or in part, at our sole discretion, for any reason or for no reason.  If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future.  If you need to update your credit card details or you want to use a different credit card, please visit your Website profile to make changes.

5. Disputes between Users; Release

If you have a dispute with one or more Users, you release us (and our affiliates, and our and their respective officers, directors, managers, employees, representatives, and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.  In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

All disputes between Users should be resolved between the Users in accordance with the dispute resolution provisions contained in an agreement between such Users, if one exists.  All Users are encouraged to specify dispute resolution provisions in any agreement into which they enter with other Users.

In the event no adequate dispute resolution provisions exist as between Users in the event of a dispute, the Users may request that the Company act as a mediator in such dispute.  You acknowledge and agree that we are under no obligation to accept such request to mediate a dispute between Users, which request we may accept or reject in our sole discretion, for any reason or no reason.  You further acknowledge and agree that our acceptance of a request to mediate a dispute between Users may be conditioned upon terms determined in our sole discretion, including but not limited to the agreement by the Users involved in the dispute to reimburse any costs we may incur during the course of the mediation.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express written consent. 

This Website may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on this Website.

  • Send e-mails or other communications with certain content, or links to certain content, on this Website.

  • Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.

  • Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

  • Link to any part of the Website other than the homepage.

  • Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion. 

Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website, or submitted or transferred to you by other users of the Website (including any Freelancer you may engage through the Website), whether such submission or transmission takes place through the Website or other mediums or methods, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE WEBSITE, PROVIDED BY OTHER USERS OF THE WEBSITE, OR OBTAINED FROM ANY WEBSITE OR SERVICE LINKED TO THE WEBSITE.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF SUCH ITEMS OR OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED DIRECTLY OR INDIRECTLY THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, your User Contributions, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

At Company’s sole discretion, it may require You to submit any disputes arising from the use of these Terms of Use or the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Massachusetts law.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect. 

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Ideasicle X, LLC with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website. 

Your Comments and Concerns

This website is operated by Ideasicle X, LLC, 7 Juniper Road, South Hamilton, MA, 01982.

All other feedback, comments, complaints, notices, requests for technical support and other communications relating to the Website should be directed to: inspiration@ideasiclex.com.