1. Acceptance of Terms
This website located at www.idealab.com (the Site) is provided by
Idealab (Idealab) subject to your acceptance
of the following Terms of Service (TOS). You can review the most current version of this TOS at any time at this
page (http://www.idealab.com/terms.php). Your permission to access and use this Site
is contingent upon your acceptance of the terms and conditions set forth in this TOS. In consideration of your use of
the Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving
services under the laws of the United States or other applicable jurisdiction. You accept the terms and conditions of
this TOS by: (a) accessing, browsing, or viewing the Site; (b) downloading or accessing any Idealab product via this Site, or (c) using
this Site in any other manner. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.
Certain information about you may be collected during your use of the Site. Collected information is subject
incorporated herein by this reference.
3. Use of Site.
You are entirely responsible for all content that you upload, post or otherwise transmit to or via the Site.
You agree not to upload, post or otherwise transmit via the Site any content that: (i) is false, inaccurate,
misleading, harmful, obscene, indecent, pornographic, defamatory, racist, violent, offensive, threatening, harassing,
or otherwise objectionable to Idealab or other users of the Site; (ii) includes unauthorized disclosure of personal
information; (iii) violates or infringes anyone's intellectual property rights; or (iv) contains software
viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality
of any computer software or hardware or telecommunications equipment. Idealab reserves the right to edit or
remove content that violates this TOS or that contains third-party commercial advertisements.
You agree that you will not use the Site to: (i) transmit spam, bulk, or unsolicited communications; (ii) pretend to be
Idealab or someone else, or spoof Idealab's or someone else's identity; (iii) forge headers or otherwise manipulate identifiers
(including URLs) in order to disguise the origin of any content transmitted to or via the Site; (iv)
misrepresent your affiliation with a person or entity; (v) disrupt the normal flow of dialogue or
otherwise act in a manner that negatively affects other users' ability to use the Site; (vi)
engage in activities that would violate any fiduciary relationship, any applicable local, state,
national or international law, or any regulations having the force of law, including but not
limited to attempting to compromise the security of any networked account or site, operating an illegal
lottery or gambling operation, stalking, or making threats of harm; or (vii) collect or store personal data
about other users unless specifically authorized by such users. Idealab reserves the right to report any
wrongdoing, if we become aware of it, to the applicable government agencies or otherwise.
You agree that you will not link to the Site using any HTML techniques that display the Site within
a frame, partial window, popup, pop-under, or any other non-standard linking method.
You agree to not use any robot, spider, other automatic device, or manual process to monitor or copy the Site
web pages or the content contained therein without the prior written permission of Idealab.
4. No Endorsement of Content.
Idealab makes no representations or endorsements regarding the quality, accuracy, reliability or condition of any third party
content posted on the Site. Idealab does not control the quality, safety, truth or accuracy of such content and makes no
representation thereof. The Site may contain hyperlinks to third party web sites. Idealab makes no representations or
endorsements regarding the quality, accuracy, reliability or condition of any content posted on such third party web sites.
5. System Outages.
Idealab periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur.
Idealab shall have no liability whatsoever for (i) the resulting unavailability of the Site, (ii) any loss of data or
transactions caused by planned or unplanned system outages, (iii) any resultant delay, mis-delivery, or non-delivery of
information caused by system outages, or (iv) any third party acts or any other outages of web host providers or the Internet
infrastructure and network external to the Site.
6. Disclaimer of Warranties.
IDEALAB PROVIDES THIS WEB SITE AS IS AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. IDEALAB SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE. IDEALAB MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS
OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DOES IDEALAB MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH THE SITE OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN,
OBTAINED BY YOU FROM IDEALAB SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT
PERMITTED BY LAW. SOME STATES AND COUNTRIES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
7. Limitations of Liability.
IN NO EVENT WHATSOEVER SHALL IDEALAB OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS,
OFFICERS, AND DIRECTORS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES,
OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR
DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY
KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE USE OF THE SITE IS AT
YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS
OF DATA THAT MAY RESULT FROM SUCH USE. IDEALAB NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF,
ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SITE. IDEALAB'S LIABILITY HEREUNDER IS LIMITED TO THE FULLEST
EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
8. Intellectual Property.
Except as expressly authorized by Idealab, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror,
frame, republish, download, transmit, or create derivative works of the Site content or the content of other users on the Site, in
whole or in part, by any means. You may not modify, decompile, or reverse engineer any software related to the operation of
the Site, or otherwise provided to you by Idealab. You may not remove or modify any copyright or trademark notice, or
other notice of ownership found anywhere on the Site.
Idealab Trademarks means all names, marks, brands, logos, designs, trade dress, slogans and other designations Idealab uses
in connection with its products and services. You may not copy, use, remove, or alter any Idealab Trademarks, or co-brand your
own products or material with Idealab Trademarks, without Idealab's prior written consent. You acknowledge Idealab's rights in
the Idealab Trademarks and agree that any use of the Idealab Trademarks by you shall inure to Idealab's sole benefit. You agree
not to incorporate any Idealab Trademarks into your trademarks, service marks, company names, Internet addresses, domain names,
or any other similar designations.
Certain Site content may be licensed from third parties and all such third party content and all intellectual property rights related
to such content belong to the respective third parties. All third party trademarks and/or logos used on this Site are the trademarks,
service marks, or logos of their respective owners. Nothing in this TOS shall confer any right of ownership of any of such third
party content and/or trademarks.
Unless explicitly stated herein, nothing in this TOS shall be construed as conferring to you any license to any Idealab or third party
intellectual property rights, whether by estoppel, implication, or otherwise. Unless explicitly stated herein, no permission is granted to
you to copy, remove, publicly display, modify, or otherwise use any Idealab Trademarks, third party trademarks, or other content on this Site.
9. Submissions and Feedback.
Please do not disclose to Idealab, its employees, representatives or agents any material that you believe is
confidential or proprietary, or for which you expect to receive consideration or compensation in any form.
By submitting material to Idealab, you acknowledge that such material is neither confidential nor proprietary,
and you waive the right to receive compensation of any kind for the material.
This means that any material, information or idea you transmit to Idealab or post
on this Site will be treated as non-confidential and non-proprietary and Idealab will be
free to copy, disclose, distribute, incorporate and otherwise use any such submission for
any and all commercial and non-commercial purposes. We do not accept submissions of business
plans through this Site. We receive many more submissions than we can respond to, so please
do not expect a response to any material you may submit.
You agree to indemnify and hold Idealab and its affiliates and each of their employees,
contractors, agents, officers, and directors harmless from any claim or demand, including reasonable attorneys' fees, made by any third
party in connection with or arising out of your use of the Site, your violation of any terms or conditions of this TOS, your
violation of applicable laws, or your violation of the rights of any other person or entity.
11. Choice of Law and Venue.
This TOS shall be governed by and construed in accordance with the laws of the state of California, exclusive of its choice of
law or conflicts of law rules. The exclusive venue for all litigation regarding or arising out of this TOS shall be in Los Angeles County,
California and you agree to submit to the jurisdiction of the courts in Los Angeles County, California for such litigation.
Excluding claims for equitable relief, if the total amount in dispute is less than $10,000, either party may elect to resolve the claim
through binding arbitration by initiating arbitration through an established provider that is agreed by the parties.
The arbitration must be conducted under the following rules: (a) at the choice of the party seeking relief,
the arbitration shall be conducted by telephone, online, or solely on written submissions; (b) no party or witness
will make any personal appearance unless the parties agree otherwise; and (c) the winning party may have the arbitrator's award entered as
a judgment in any court of competent jurisdiction. Any claims (in court or in arbitration) must be brought in the initiating party's individual
capacity and not as a plaintiff or class member in any class action or other similar proceeding. This Agreement does not
allow class actions or collective arbitrations even if the arbitration procedures or rules would.
If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void
You hereby agree that a printed version of this Agreement and of any other notice given in electronic form by Idealab or
in the Site, which is based upon or relating to this Agreement, shall be admissible in judicial or administrative proceedings and
subject to the same conditions as other agreements, entered into in printed form.
In the event that one or more portions of this TOS shall, for any reason, be held to be invalid, illegal or unenforceable in
any respect, such validity, illegality or unenforcability shall not affect any other provision contained in this TOS. Any delay or
failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision.
No delay or failure in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder. This TOS
agreement between Idealab and you pertaining to the subject matter hereof. In its sole discretion, Idealab may amend or modify this TOS or
any other documents referenced herein at any time by posting such modifications on the Site. Any amended or modified terms will be effective
upon posting. Continued use of or visits to the Site shall constitute your acceptance of any modified terms and conditions.
REVISED: March 2016