Welcome to the IdeaLists website, which is accessed at www.theidealists.com (the “Site”). By using this Site, you agree to abide by the terms & conditions set forth below (the
“Terms & Conditions”).
The Site is fully controlled and operated by The IdeaLists (referred to as “IDL” “we,” “us,” and “our”). We reserve the right to change these Terms & Conditions and any other
rules applicable to the Site from time to time. It is your responsibility to check these Terms & Conditions and all other rules regularly for changes. If you disagree with any
changes, you should stop using the Site. If you continue to use the Site after we make any changes, you will be agreeing to the changes and the revised Terms & Conditions or
rules. The date on which these Terms & Conditions were last updated is at the bottom of this page.
YOU AGREE THAT BY USING THE SITE AND THE SERVICES YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT.
When you register at this Site, you will be asked to provide your name, email address, a password and such other personal information as is required from time to time
(collectively, your “Account”). You represent and warrant that all such information is true and accurate. We reserve the right to refuse to register you and provide you with an
Account and/or to deny you access to the Site for any reason in our sole and absolute discretion.
It is important that you remember your password and that you keep it in a safe place offline. If you forget your password you may not be able to access your Account. You should
not share your password with anyone. We will use your Account information and password to identify you when you return to the Site.
You are responsible for maintaining the confidentiality of your Account, and for all activities that occur through the use of your Account, including the posting and review of
marketing ideas and briefs. You agree to: (i) immediately notify us of any unauthorized use of your Account or any other breach of security, and (ii) ensure that you exit from
your Account at the end of each session. We will not be liable for any loss or damage arising from your failure to comply with this section. You may be issued a new password or
required to change your password from time to time.
We have put physical, electronic and managerial procedures into place in order to help safeguard and prevent unauthorized access, use and/or disclosure of your personally
identifiable information. Although we use reasonable efforts to safeguard the security of your personally identifiable information, transmissions made on or through the
internet and personally identifiable information stored on our servers or the servers of third parties that we use are vulnerable to attack and cannot be guaranteed to be
secure. In addition, submissions made via email are not protected by encryption and are vulnerable to interception during transmission. We disclaim responsibility for all
negligent acts that may result in the unauthorized use of your account and the disclosure of your personal information.
You do not own your Account. Under these Terms & Conditions, you are granted a limited, personal, non-transferable, non-commercial, revocable license to use your Account to
access this Site. (See Ownership of Intellectual Property below.) You may not sell or transfer all or any part of your Account. You may not use your Account in any way that
violates these Terms & Conditions.
From time to time, IDL may review your Account, your user profile and any other information you have posted on the Site, as well as information about yourself which you have
made publicly available (such as on your own web site or through other social media). If IDL, in its sole discretion, believes that one or more amendments to any material you
have posted on the Site would enhance its effectiveness, more accurately describe your capabilities or needs, and/or correct an error, then IDL may make such amendment(s). IDL
will notify you if it makes any changes to any information you have posted. You have the ability to undo any changes made by IDL by accessing your Account and manually
restoring your information to its prior state (provided that your Account remains in full compliance with and is at all times subject to these Terms and Conditions). For the
sake of clarity, nothing in the paragraph obligates IDL to proofread, verify or otherwise review your Account, user profile or any other information for correctness, accuracy,
effectiveness or any other reason.
We may terminate or suspend your Account and/or access to all or part of this Site and/or remove any User Created Item (as defined below) if we, in our sole and absolute
discretion, determine that you have breached these Terms & Conditions or any other rule applicable to the Site or that your conduct violates applicable law or is otherwise
harmful to the Site, other persons or us. Any such termination or suspension or removal shall be without liability to you, including but not limited to any liability arising
out of your inability to use or sell any marketing idea or complete any business transaction. In addition, we may terminate or suspend your Account and/or access to all or part
of this Site and/or remove any User Created Item if we determine to cease all or a portion of our operations and/or the provision of any applicable products or services in
connection with this Site. We reserve the right to change any or all of the features of and activities available on this Site at any time without notice. All such terminations,
suspensions, removals and/or changes shall be without any liability to you.
APPLICATIONS TO PROJECTS
The “Application” means and includes all suggestions, ideas, concepts, artwork, graphics, data, questions or other information or materials communicated at any time in any
format by any means (electronic or otherwise) by you to IDL or its clients with respect to a Project.
You represent and warrant that you own all rights in the Application and that your use and disclosure of the Application does not infringe on or violate the rights of any person
or violate any contractual obligation or law. Applications are not received on a confidential basis and neither IDL nor its client assumes any obligation to keep them
confidential. You acknowledge and agree that the receipt and review of an Application (a) is not an admission by IDL or its client that your Application is original or
protectable, and (b) does not create any obligation or contract, whether express or implied, to use or pay for the use of the Application. In addition, you agree that neither
IDL nor its clients will have any liability to you for any loss of or damage to your Application and shall have no obligation to return your Application.
YOU ACKNOWLEDGE THAT IDL AND ITS CLIENTS DEVELOP AND/OR REVIEW COUNTLESS MARKETING CONCEPTS EACH YEAR. YOU FURTHER ACKNOWLEDGE THAT MANY APPLICATIONS ARE SIMILAR TO OR SHARE
SIMILAR ELEMENTS WITH OTHER APPLICATIONS, PUBLICLY KNOWN OR AVAILABLE MATERIALS, AND/OR CONCEPTS DEVELOPED INTERNALLY. ACCORDINGLY, YOU AGREE THAT THE MERE USE BY IDL OR ITS
CLIENT OF A CONCEPT WHICH IS SIMILAR TO YOUR APPLICATION SHALL NOT CREATE ANY PRESUMPTION THAT IDL OR ITS CLIENT ACTUALLY USED YOUR APPLICATION. IN THE EVENT THAT APPLICATIONS
FOR A PROJECT ARE SIMILAR AND IDL AND/OR ITS CLIENT CHOOSES TO USE ONE OF THE APPLICATIONS, IDL AND/OR ITS CLIENT SHALL HAVE THE SOLE AND ABSOLUTE DISCRETION TO SELECT WHICH
APPLICATION TO USE BASED ON ANY CRITERIA WHICH IDL AND/OR ITS CLIENT DEEMS RELEVANT. NEITHER IDL NOR ITS CLIENTS SHALL BE BOUND BY THE ORDER IN WHICH APPLICATIONS ARE RECEIVED.
IN ADDITION, YOU FURTHER AGREE THAT ANY CLAIM AGAINST IDL OR ITS CLIENT BASED ON OR RELATING TO THE USE, PERFORMANCE, PUBLICATION, OR DISCLOSURE OF YOUR APPLICATION SHALL BE
BASED SOLELY ON THE COPYRIGHT LAWS OF THE UNITED STATES AND THAT YOU WAIVE AND RELEASE IDL AND ITS CLIENTS FROM ANY AND ALL LIABILITY UNDER ANY OTHER LAWS OR LEGAL THEORIES
WHETHER UNDER CONTRACT, TORT OR OTHERWISE.
COMMISSIONS ON PROJECTS
The client will notify you if you have been selected by the client for a Project (also referred to on the Site as an “Opportunity”). You are solely responsible for negotiating
the terms & conditions of any agreement or arrangement between you and the client, including but not limited to the amount you will be paid, the deliverables that are due from
you, the schedule on which the deliverables will be due, and any requirements you have of the client. Once you have reached agreement with the Client, you will notify IDL of
your engagement within three (3) business days via the Site.
You hereby agree to pay IDL the stated commission for the Project, which is based on the projected budget set by the client in the brief to which you applied (the “Budget”). The
amount of the commission is 10% of the project budget.
If for any reason the Project is cancelled or terminated, regardless of whether you had entered into an agreement with respect to the Project, and you later are engaged for
different work by the client, you agree to pay IDL the stated commission. IDL’s right to this commission shall survive and shall continue after any termination of this
Payment of the commission shall be due within ten (10) business days of your completion of the Project. You shall be liable for any costs incurred by IDL to collect any amounts
due including but not limited to collection agency fees, reasonable attorneys’ fees and court costs.
IDL will not be responsible for any client’s breach of an agreement or failure to perform or pay.
POSTING PROJECT BRIEFS
The “brief” means and includes all suggestions, ideas, concepts, artwork, graphics, data, questions or other information or materials communicated at any time in any format by
any means (electronic or otherwise) by you to IDL or its users with respect to any Project.
You may post a Project brief for any Project which you have a bona fide good faith intention to award and conduct. Project briefs remain active for a period of three (3)
continuous business days beginning at the time of posting. If you remove the Project brief prior to such time, it will not be re-posted.
If you award a Project to a user based on an Application received through the Site and you notify IDL of the award within five (5) business days, IDL will refund to you the
amount you actually paid to post the Project. To qualify for the refund, the notification of award must be made by email to email@example.com.
If you are not satisfied with the quality of the Applications received in response to your Project brief, you should contact the IDL customer support team
firstname.lastname@example.org. The IDL customer support team will provide you with suggestions on improving your Project brief to attract more suitable Applications,
which may include an increase in your stated budget. If you agree to such changes, IDL will post your amended Project brief for three (3) business days. If you are still not
satisfied with the quality of the Applications received in response to your amended Project brief, IDL will refund to you the amount you actually paid to post the Project
A Project brief may be posted only on behalf of the registered user of the Account through which the Project is posted. You may not post a Project through your Account on behalf
of any other person. You may not post a Project for the purpose of collecting Applications or information about IDL’s users. IDL reserves the right to remove any Project brief
without notice or liability to you if IDL, in its sole and absolute discretion, determines that you have violated the Terms & Conditions or any other policy of IDL.
You agree to pay IDL the stated amount for the posting of a Project brief and agree to the following terms & conditions (in addition to all other provisions of this Terms &
Conditions) on your own behalf and on behalf of all persons who post briefs through your account regardless of whether such use is authorize by you:
You will be required to provide IDL or another payment service designated by IDL (e.g., PayPal) with your credit card information and other information related to your
credit card transaction (e.g., your billing and shipping address on record with the applicable credit card company, your credit card expiration date, etc.). IDL shall
not be responsible or liable for any credit card or bank-related charges or fees related to any of your transactions.
that you provide to IDL or a designated third-party payment service will be accurate, current and complete. You hereby agree to pay all charges incurred by you
resulting from the payment of fees at the price(s) in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to
IDL reserves the right, without any notice or liability to you, to limit the quantity of briefs you may post and/or to refuse to allow you to post briefs. Verification
of certain information applicable to the posting of briefs may be required prior to IDL's acceptance thereof. IDL reserves the right to hold a pending transaction for
up to three business days if IDL deems the transaction to be of a suspicious nature. IDL may pursue legal action against any account holder taking part in illegal or
impermissible activities at IDL's sole and absolute discretion.
You understand that we may suspend or terminate any Account if for any reason a charge you authorize IDL to make to your credit card cannot be processed or is returned
unpaid and, if such event occurs, you shall immediately remit payment for such charge through the use of another credit card or other payment mechanism. Any payment
that is declined or cancelled may result in the user and all related or affiliated persons being permanently banned from the Site at IDL's sole and absolute discretion.
IDL has no liability if someone obtains your password to your Account and posts briefs without consent. The registered user of the account is solely responsible for the
password and account.
You represent and warrant that you are 18 years or older and the bill payer for the payment services used to post briefs on this Account. You agree to pay IDL a late fee
of 1½% per month of all unpaid amounts due IDL and to reimburse IDL for all costs of collecting any amounts due from you including but not limited to collection agency
fees, reasonable attorneys’ fees and courts costs.
You represent and warrant that you are in compliance with all the rules and regulations relating to your payment service.
Any refunds will be made solely through the same method of payment and payment account which was used to make the payment being refunded.
To the extent any communication with IDL is inconsistent with these Terms & Conditions, these Terms & Conditions govern unless expressly agreed otherwise in a writing
signed by an executive officer of IDL.
IDL reserves the right to increase or decrease the fee to post a Project brief, limit or discontinue the availability of its service, and/or change or rescind its guarantee
and/or fee refund policies at any time without notice or liability to you.
You represent and warrant that you own all rights in the brief and that your use and disclosure of the brief does not infringe on or violate the rights of any person or violate
any contractual obligation or law. Briefs are not posted on a confidential basis and neither IDL nor its users assumes any obligation to keep them confidential unless you (a)
select the option to keep your company name confidential, in which case IDL will not display your company name in the posted brief; and/or (b) you enter into a separate
agreement with a user to maintain the confidentiality of your brief. You acknowledge and agree that the posting of a brief (a) is not an admission by IDL or its users that your
brief is original or protectable, and (b) does not create any obligation or contract, whether express or implied, with respect to the use of your brief. In addition, you agree
that neither IDL nor its users will have any liability to you for any loss of or damage to your brief and shall have no obligation to return your brief.
YOU ACKNOWLEDGE THAT IDL AND ITS USERS DEVELOP AND/OR REVIEW COUNTLESS MARKETING CONCEPTS EACH YEAR. YOU FURTHER ACKNOWLEDGE THAT MANY BRIEFS ARE SIMILAR TO OR SHARE SIMILAR
ELEMENTS WITH OTHER BRIEFS, PUBLICLY KNOWN OR AVAILABLE MATERIALS, AND/OR CONCEPTS DEVELOPED INTERNALLY. ACCORDINGLY, YOU AGREE THAT THE MERE USE BY IDL OR ITS USERS OF A
CONCEPT WHICH IS SIMILAR TO YOUR BRIEF SHALL NOT CREATE ANY PRESUMPTION THAT IDL OR ITS USERS ACTUALLY USED YOUR BRIEF. IN ADDITION, EXCEPT WITH RESPECT TO ANY CLAIMS ARISING
UNDER A SEPARATE AGREEMENT BETWEEN YOU AND ANY USER, YOU FURTHER AGREE THAT ANY CLAIM AGAINST IDL OR ITS USERS BASED ON OR RELATING TO THE USE, PERFORMANCE, PUBLICATION, OR
DISCLOSURE OF YOUR BRIEF SHALL BE BASED SOLELY ON THE COPYRIGHT LAWS OF THE UNITED STATES AND THAT YOU WAIVE AND RELEASE IDL AND ITS USERS FROM ANY AND ALL LIABILITY UNDER ANY
OTHER LAWS OR LEGAL THEORIES WHETHER UNDER CONTRACT, TORT OR OTHERWISE.
IDL will not be responsible for any user’s breach of any agreement or any user’s failure to perform.
IDL provides a “concierge service” for clients for an additional fee. If you select the concierge service, IDL will (a) write the Project brief based upon the information you
provide to IDL; and (b) review the list of users who have submitted Applications in response to the brief and identify those users whom IDL believes are highly qualified. The
concierge service provided is subject to all of the terms & conditions generally applicable to any brief, including but not limited to the potential refund of the fee paid and
the disclaimer of any guarantee with respect to the work performed.
INTERACTIONS WITH OTHER USERS AND CLIENTS/USE AT YOUR OWN RISK/NO GUARANTEE OF WORK OR RESULTS
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND CLIENTS AND ALL SUCH INTERACTIONS ARE SOLELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING
AND ADHERING TO THE TERMS & CONDITIONS OF ALL INTERACTIONS BETWEEN YOU AND ANY OTHER PERSON. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU DISPLAY YOUR USER CREATED
ITEMS, CONTACT OTHER USERS, POST AND APPLY TO PROJECTS, AND SOLICIT AND ENGAGE IN BUSINESS TRANSACTIONS WITH OTHER USERS OR CLIENTS ALL AT YOUR OWN RISK. YOU UNDERSTAND THAT WE
DO NOT IN ANY WAY SCREEN OUR USERS OR CLIENTS OR MAKE ANY INQUIRY INTO THE BACKGROUND OF OUR USERS OR CLIENTS OR ATTEMPT TO VERIFY THE STATEMENTS OF OUR USERS OR CLIENTS, EVEN
IF USE OF THIS SITE IS DESCRIBED AS “BY INVITATION ONLY”. IDL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OR HONESTY OF USERS OR CLIENTS. IN NO EVENT SHALL IDL BE
LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU
OR ANYONE ELSE IN CONNECTION WITH THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION, FAILURE TO PAY AMOUNTS DUE, INFRINGEMENT, MISAPPROPRIATION, UNFAIR COMPETITION, AND/OR ANY
OTHER DAMAGES RESULTING FROM COMMUNICATIONS, MEETINGS, AGREEMENTS OR ANY OTHER INTERACTIONS WITH OTHER USERS OF THIS SITE, CLIENTS, OR PERSONS YOU MEET THROUGH THIS SITE. YOU
AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS AND CLIENTS, PARTICULARLY IF YOU DECIDE TO ENGAGE IN BUSINESS OR DISCLOSE CONFIDENTIAL INFORMATION.
YOU UNDERSTAND THAT IDL MAKES NO GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ABILITY TO SOLICIT OR OBTAIN WORK, OR OTHERWISE ENGAGE IN BUSINESS OR DERIVE ANY REVENUES
FROM YOUR USE OF THIS SITE, OR YOUR ABILITY TO HAVE WORK PERFORMED FOR YOU, THE QUALITY OF ANY WORK PERFORMED FOR YOU, OR THE AMOUNT OF FEES YOU MAY PAY FOR WORK PERFORMED.
OWNERSHIP OF INTELLECTUAL PROPERTY; RESTRICTIONS ON USE
You retain any rights you own in all items which you upload or post on this Site, but you do give us permission to use and display such items for the purposes of this Site. See
User Created Items below. The remainder of this section applies to everything on this Site which is not a User Created Item, such as the IdeaLists logo and page design.
All Site software, designs, text, images, photographs, illustrations, audio clips, video clips, artwork, graphic material, data and other copyrightable elements, and the
selection and arrangements thereof, and all trademarks, service marks, trade dress and trade names (the “Materials”) are the property of IDL and are protected, without
limitation, pursuant to U.S. and foreign copyright and trademark laws. Without limiting the generality of the foregoing, IdeaLists is a trademark of IDL.
These Terms & Conditions grant to you a limited, non-exclusive, non-transferable, revocable license to access and use this Site and the Materials for your personal,
non-commercial use. Except as expressly provided herein, you agree that no portion of this Site will be accessed, used, reproduced, duplicated, copied, or otherwise exploited
by you for any other purpose; that you have obtained no other rights, titles or interests of any kind in or to the Site or the Materials; and that nothing contained herein
shall be construed as conferring any other right, title or interest. All rights in the Materials and Site are reserved to IDL.
IDL hereby grants you a personal, non-exclusive, non-assignable, revocable, non-transferable license to use and display, for noncommercial and personal use only, one copy of
appropriately limited portions of the Materials and/or software that are downloadable from this Site, including, without limitation, any files, codes, audio, or images
incorporated in or generated by or in conjunction with the Site and/or IDL, provided that “Copyright 2009-2013 The IdeaLists. All Rights Reserved. Used With Permission”
accompanies all copyrightable Materials and other notices are properly maintained. Modification of Materials or use of Materials for any other purpose is a violation of IDL’s
copyright and other proprietary rights. For purposes of these Terms & Conditions, use of any Materials in any unauthorized manner (including, without limitation, on web pages
or sites that contain paid or free advertisements, third-party endorsements of any kind or nature (including without limitation, endorsements of a religious, political, or
social orientation nature), promotions, products, games, services, or other inappropriate content) is strictly prohibited. You agree not to reproduce, modify, create derivative
works from, display, perform, publish, distribute, disseminate, broadcast, sell, decompile, reverse engineer, disassemble, or circulate any Materials to any third party
(including, without limitation, display and distribute the Materials via a third party website) without IDL’s express prior written consent. Unauthorized or prohibited
exploitation of Materials will result in deletion of your Account from the Site, and may subject you to civil liability and criminal prosecution under applicable federal and
IDL respects the intellectual property of others, and we ask our users to do the same. IDL may, in its sole and absolute discretion, terminate the Accounts of users who infringe
the intellectual property rights of others. If you believe that the Site contains elements that infringe your copyrights in your work, please follow the procedures below in
Claims of Copyright Infringement.
USER CREATED ITEMS
As a part of a user profile, Application or Project brief, this Site allows you to upload and post concepts, texts, photographs, and other audio and/or visual materials (“User
Created Items”). You represent and warrant that you own all rights in all User Created Items and that your use and disclosure of any User Created Item does not infringe on or
violate the rights of any person or violate any contractual obligation or law.
You upload and display all User Created Items at your own risk. We are not liable for the unauthorized use of your User Created Items by any other user or person. See
Interactions With Other Users/Use At Your Own Risk.
Please be advised that User Created Items do not reflect the views of IDL. Although we periodically monitor the content of User Created Items, in no event does IDL assume or
have any responsibility or liability for any User Created Items or for any claims, damages or losses resulting from their use and/or appearance on or in conjunction with this
Site or elsewhere. You remain solely responsible for the content of your User Created Items. Nonetheless, IDL may make reasonable efforts to ensure that the User Created Items
serve the best interests of all users and, therefore, IDL reserves the right to edit, delete, or refuse to allow any User Created Items that violates these Terms & Conditions,
as well as revoke the privileges of any user who does not comply with these Terms & Conditions. IDL also reserves the right to contact any third party who may have an interest
in preserving the safety of users (such as law enforcement) regarding the content of any User Created Item and supplying identifying information regarding such user to such
You hereby understand and agree that IDL does not allow User Created Items that contain:
personal attacks on other people (individually or as a group);
slanderous, defamatory, obscene, pornographic, threatening or harassing suggestions, comments or images;
any image or personal information of any child under the age of 13;
materials created by someone else without their express written permission to do so;
actual promotions or advertisements of any kind if they are not examples of your work;
solicitations to contribute or subscribe to or join or become members of any online service or other organization or group (whether for profit, non-profit, religious,
social, political or otherwise); or
anything else that IDL deems, in its sole and absolute discretion, to be inappropriate for the Site.
By uploading or otherwise submitting any User Created Items to us and/or the Site, you automatically grant (or warrant that the owner of such rights has expressly granted) to
IDL a perpetual, irrevocable, royalty-free, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute
such materials in all forms now known or hereafter invented (whether electronic or not) in connection with this Site and the services offered by it and the marketing, promotion
and advertising of the foregoing. In addition, you warrant that all so-called “moral rights” and other rights recognized throughout the world (including without limitation, the
European Economic Community) in those materials have been waived for the purposes of our use of such materials. Without limiting the foregoing, you hereby grant to IDL the
right to use and change the User Created Items in any manner that IDL may determine. There is no contract, implied or otherwise, that we will compensate you for the use of any
User Created Items submitted by you and, pursuant to the foregoing, we will not compensate you for any such use.
CODE OF CONDUCT
You agree that you will:
Use this Site in a way that does not offend anyone or interfere with anyone’s use of this Site;
Provide full, complete, truthful and accurate information when registering for this Site, using any feature of this Site or contacting us;
Not use any other user’s User Created Item without obtaining all required consents and/or authorizations;
Adhere to the terms & conditions of any agreement entered into with any other user;
Not upload, submit, publish, transmit, display, disseminate or otherwise communicate any materials to or through this Site that: (i) are defamatory, libelous or
inaccurate, (ii) are abusive or threatening towards or invade the privacy of anyone, (iii) are offensive, obscene or pornographic; (iv) infringe the intellectual
property rights, including copyrights, of any third party; (v) violate any law or regulation; (vi) advocate illegal activity; or (vii) are treated as confidential under
any contract or policy;
Not use the Site in a way that is abusive or could be considered spam;
Not attempt to circumvent the security systems of this Site;
Not attempt to gain access to or use this Site or any activity or item available through this Site in a fraudulent manner;
Not attempt to use any other person’s account;
Not attempt to harvest or otherwise collect information about other users without their consent;
Not attempt to use this Site for any purposes other than those intended by us; and
Not upload or submit any data or information that contains viruses or any other computer code, corrupt files or programs designed to interrupt, destroy or limit the
functionality or disrupt any software, hardware, telecommunications, networks, servers or other equipment.
The determination as to whether you or any other person is or is not complying with the Terms & Conditions, including this Code of Conduct, will be made by IDL in its sole and
absolute discretion. We will have no liability to you as a result of (i) any determination that you have violated the Terms & Conditions; (ii) any determination that any other
person has or has not violated the Terms & Conditions; or (iii) any failure by IDL to enforce the Terms & Conditions. You assume all risks of harm, injury or damage associated
with or caused by your or any other person’s failure to comply with the Terms & Conditions, including this Code of Conduct.
SAMPLE NDA/NO LEGAL ADVICE PROVIDED
This Site provides a sample Non-Disclosure and Confidentiality Agreement (the “NDA”) which you may use and require other users to agree to before viewing your ideas and/or
briefs. IDL provides this NDA solely for your convenience and makes no representations or warranties that the NDA is legally binding or appropriate for your situation. IDL
urges you to review the NDA carefully and to consult your attorney regarding its use. You bear the sole responsibility for the use of the NDA and for the confidentiality of
your confidential and proprietary information.
This Site may provide general information regarding legal issues commonly faced by persons in the marketing and advertising industries, including but not limited to sample
documents and/or links to third party web sites that provide legal information, services or agreements. This information is provided solely for general informational purposes
and is not intended to be and shall not constitute legal advice. We are not attorneys and this information was not prepared by attorneys. We make no representation that such
information is accurate or complete or applies to you or your situation. Without limiting the generality of the foregoing, we make no representation that any sample agreement
or document available from or through this Site is accurate or legally binding or applies to you or your situation. If you have any questions regarding the law or how it
applies to you or your situation, you should consult an attorney of your choice.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
THIS SITE AND ALL MATERIALS CONTAINED ON IT ARE DISTRIBUTED AND TRANSMITTED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO
THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IDL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. IDL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR
THAT THIS SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IDL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE
RESULTS OF THE USE OF THE MATERIALS IN THIS SITE WITH REGARD TO THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY,
COMPLETENESS, CORRECTNESS AND VALIDITY OF ANY MATERIAL RESTS WITH YOU. YOU (I.E., NOT IDL) ASSUME THE COMPLETE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
WE RESERVE THE RIGHT TO MODIFY AND/OR DISCONTINUE THIS WEBSITE AT ANY TIME WITHOUT NOTICE.
TO THE EXTENT THAT YOU COMMUNICATE WITH IDL’S CUSTOMER SERVICE DEPARTMENT OR A IDL REPRESENTATIVE THROUGH ANY SOURCE THE STATEMENTS, PROMISES OR ACTIONS TAKEN BY SUCH SOURCES
SHALL NOT LIMIT OR OTHERWISE MODIFY THE TERMS OF THIS DISCLAIMER AND/OR THIS USER AGREEMENT AND THIS DISCLAIMER AND THESE TERMS & CONDITIONS SHALL APPLY TO ANY INFORMATION
PROVIDED TO YOU THROUGH SUCH SOURCES.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IDL, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND
THIRD PARTY PROVIDERS TO THE SITE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR
SIMILAR DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS CONTAINED ON THIS SITE, WHETHER THE MATERIAL IS PROVIDED OR OTHERWISE SUPPLIED BY IDL,
YOU OR ANY THIRD PARTY AND REGARDLESS OF WHETHER IDL IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL IDL HAVE ANY LIABILITY TO YOU FOR ANY CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT,
TORT OR OTHERWISE) EXCEEDING THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.
THIRD PARTY HYPERLINKS
The appearance of external hyperlinks and/or other materials generated by users and third parties does not constitute an endorsement by IDL, its subsidiaries and affiliates, of
the opinions or views expressed by these third party web sites. IDL explicitly disclaims any responsibility for the accuracy, content, availability, currency, completeness or
quality of the content contained at these sites. Further, IDL is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or
advertised at such sites. As such, neither IDL nor its subsidiaries and affiliates are responsible for any errors or omissions or for the results obtained from the use of such
information contained in these sites.
IDL encourages discretion when browsing the internet using anyone’s service. Because some sites employ automated search results or otherwise link you to sites containing
information that may be deemed inappropriate or offensive, IDL cannot be held responsible for the accuracy, copyright compliance, legality, or decency of material contained in
third-party sites, and you hereby irrevocably waive any claim against us with respect to such sites. Thus, under no circumstances will IDL be liable for any direct, indirect,
incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights,
caused by the exhibition, distribution or exploitation of any information or content contained within these third party hyperlinked sites.
IDL cannot ensure that you will be satisfied with any products or services that you obtain from a third-party site that links to or from IDL, since such sites are owned and
operated by third parties. IDL does not endorse any of the merchandise or services, nor has IDL taken any steps to confirm the accuracy or reliability of any of the information
contained on such third-party sites. IDL does not make any representations or warranties as to the security of any information (including without limitation, credit card and
other personal information) you may be required to provide on a third-party site, and you hereby irrevocably waive any claim against IDL with respect to such sites. We strongly
encourage you to make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. Please
UNAUTHORIZED LINKS TO SITE
By using this website, you specifically agree not to link to any pages within the Site without IDL’s express written approval. If you do not receive such express written
approval prior to linking to an internal page on the Site, you hereby consent to an injunction to be entered against you by a court of competent jurisdiction, as provided
herein, permanently enjoining you from linking to any internal pages from the Site, without IDL having to post any bond or other surety therefor.
ADS AND MALWARE
We take great care and pride in creating this Site. We are always on the lookout for technical glitches that effect how the Site works. When we find them on our end, we will fix
them. Unfortunately, your home computer may cause some glitches that effect how you see our Site and that is beyond our control. If you experience any unusual behavior, content
or ads on the Site, it may be the result of Malware on your computer. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers,
among others. While we continuously work closely with our partners to ensure that everything on the Site is working properly, sometimes Malware programs on your personal
computer may interfere with your experience on our Site and on other sites that you visit. Please note that we cannot be responsible for the effects of any third-party software
including Malware on your computer system.
DENIAL OF ACCESS
IDL, for any reason and at its sole discretion, may decide that any person shall be denied access to any part of the Site. The sending of an email notice by IDL to any email
address associated with an Account subject to the denial shall constitute complete and sufficient notice of the denial. By agreeing to these Terms & Conditions, you agree to
cease and desist immediately from any attempt to access the Site upon issuance of a denial. If you do not cease and desist, you hereby consent to an injunction to be entered
against you by a court of competent jurisdiction, as provided herein, permanently enjoining you from attempting to access the Site, without IDL having to post any bond or
You agree to indemnify, defend and hold harmless IDL, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party
providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms & Conditions
by you or any person using your Account. IDL reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by
you, in which event you will fully cooperate with IDL in asserting any available defenses.
The Terms & Conditions and all matters or issues collateral thereto will be governed by, construed and enforced in accordance with the laws of the State of California applicable
to contracts executed and performed entirely therein (without regard to any principles of conflicts of laws). You hereby agree that any action at law or in equity arising out
of or relating to these Terms & Conditions or the site shall be filed only in the state or federal courts located in the County of Los Angeles, in the State of California.
Further, you hereby expressly consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Notwithstanding the foregoing, IDL
shall be entitled to seek in any court of appropriate jurisdiction equitable or injunctive relief to enforce these Terms & Conditions.
CLAIMS OF COPYRIGHT INFRINGEMENT
We have adopted and implemented a policy that provides for the termination, in appropriate circumstances as determined by us in our sole and absolute discretion, of users who
are infringers of copyright. Notifications of claimed copyright infringement must be sent to the Service Provider’s Designated Agent:
Service Provider: The IdeaLists
Name of Agent Designated to Receive Notification of Claimed Infringement: Adam Glickman
Full Address of Designated Agent to Which Notification Should be Sent:
5651 Wilshire Blvd, Suite A
Los Angeles, CA 90036
E-Mail Address of Designated Agent: email@example.com
To be effective, the notification must be a written communication that includes the following:
A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a
representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be
disabled, and information reasonably sufficient to permit us to locate the material;
Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at
which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent,
or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of
an exclusive right that is allegedly infringed.
We may give you notice that we have removed or disabled access to certain material by means of a general notice on the Site, electronic mail to a user’s e-mail address in our
records, or by written communication sent by first-class mail to a physical address if we have one in our records. If you receive such a notice, you may provide
counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that
includes the following:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or
access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or
misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which
your physical address is located, or if your physical address is outside of the United States, for any judicial district in which IDL may be found, and that you will
accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
IDL operates and controls the Site from its offices in Los Angeles, California, in the United States of America. IDL makes no representation that the Site is appropriate or
available in other locations. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are responsible for compliance
with local laws, if and to the extent local laws are applicable. Software from this Site is subject to United States export controls. Thus, no software from this Site may be
downloaded, exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the United States has
embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By
downloading any software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
These Terms & Conditions contain the entire understanding of the parties hereto relating to the subject matter hereof, and cannot be changed or terminated orally. The privileges
granted to you under this Agreement will terminate immediately and automatically without notice from IDL if, in our sole discretion, you fail to comply with any term or
provision of these Terms & Conditions. Upon such termination, you must destroy all Materials obtained from this Site (or any other web site or source), and all copies thereof,
whether or not made under the terms of this Agreement.
If any provision of these Terms & Conditions is found to be illegal or unenforceable, the Terms & Conditions will be curtailed to the limited extent necessary to make it legal
and enforceable and will remain, as modified, in full force and effect.
In interpreting these Terms & Conditions, the English version governs the interpretation and meaning of the obligation set forth herein. To the extent there is an ambiguity or
conflict with the Terms & Conditions in other languages, the Terms & Conditions in English governs.
Updated: January 22, 2014.