In these terms and conditions, when we refer to “Users”, we mean our customers who use our Services to create their own Portfolios, and when we refer to “End Users” we mean the users, visitors and customers of our Users’ Portfolios.
Please read this Agreement carefully before accessing or using the Application. By accessing or using any part of the Application, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, then you may not access the Application or use any of our Services. If these terms and conditions are considered an offer by Ideaform, acceptance is expressly limited to the Agreement. The Application may be used only by individuals who are at least 16 years old.
- Your Account and Portfolios. If you create a Portfolio on the Application, you are responsible for maintaining the security of your account (your “Account”) and Portfolio, and you are fully responsible for all activities that occur under the Account and any other actions taken in connection with the Portfolio. You must not describe or assign keywords to your Portfolio in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Ideaform may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Ideaform liability. You must immediately notify Ideaform of any unauthorized uses of your Portfolio, your Account or any other breaches of security. Ideaform will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
- The responsibility of Contributors. If you operate a Portfolio, post material to the Application, post links on the Application, engage in eCommerce (as defined below) using the Services, or otherwise make (or allow any third party to make) material available by means of the Application (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content and your eCommerce. That is the case regardless of whether the Content in question constitutes graphics, text, an audio file, or computer software. By making Content available or engaging in eCommerce using the Services, you represent and warrant that:
- the downloading, copying and use of the Content or the engaging in eCommerce will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
- you may not use images or names of any third party (including notable personalities or celebrities) without first obtaining that third party’s permission;
- you have fully complied with any third-party licenses, and have done all things necessary to successfully pass through to End Users any required terms;
- you may not resell, lease, license the Services to any other person;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content and the eCommerce is not pornographic, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- you do not collect or store personally identifying information about other users for commercial or any other purposes except in accordance with all applicable laws and with this Agreement, including in particular Sections 4 and 12 of these terms and conditions;
- the Content cannot be accessed for remote loading by other web pages. For example, you cannot create a Portfolio, post Content to the Portfolio, and have other web pages call (or “hotlink”) that Content;
- your Portfolio or eCommerce is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
- your Portfolio is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your Portfolio’s URL or name is not the name of a person other than yourself or company other than your own; and
- you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Ideaform or otherwise.
Without limiting any of those representations or warranties, Ideaform has the right (though not the obligation) to, in Ideaform’s sole discretion (i) refuse or remove any Content that, in Ideaform’s opinion, violates any Ideaform policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Application or any part thereof, including any Portfolio, to any individual or entity (including any End User) for any reason, in Ideaform’s sole discretion. Ideaform will have no obligation to provide a refund of any amounts previously paid.
- Your Licenses to Us.By submitting Content to Ideaform for inclusion on your Portfolio, you grant Ideaform a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purposes of (i) displaying, distributing and promoting your Portfolio, and (ii) promoting the Application or any part of it, our company, our other products and our Services, and the format.com community. If you delete Content, Ideaform will use reasonable efforts to remove it from the Portfolio and our promotional materials, but you acknowledge that caching or references to the Content may not be made immediately unavailable and that we may use supplies of previously printed materials. For clarity, the rights granted to us in clause (ii) of this paragraph to use your Content for promotional purposes do not permit us to sell or license or otherwise directly profit from your Content, or to transfer or sublicense our rights in your Content to any other person except for the limited purpose of using their services to prepare our promotional materials and works, and you may opt out of our rights in clause (ii) at any time by contacting us at our contact information shown at the bottom of this Agreement (provided that if you do opt out, we will use reasonable efforts to remove the Content in a timely manner from our promotional materials but such removal may not be immediate). This Section does not affect any rights you may have under applicable data protection laws.
- Data Processing Policy.Our Data Processing Policy forms part of this Agreement.
- You Must Comply with Data Protection, Security and Privacy Laws.You agree and warrant that you are solely responsible when using your Portfolios or the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use your Portfolios and the Services to send marketing and other electronic communications to individuals and when using cookies and similar technologies on your Portfolios (including, in particular, those which we place for you at your request as part of the Services, such as to undertake analytics for you).
- Payment and Renewal.
- General Terms.
By using any of the Services you agree to pay Ideaform the one-time, monthly or annual subscription fees indicated on the Application for those Services, and any Taxes (as defined below) applicable to those fees. Payments will be charged on a prepay basis on the day any trial period ends and will cover the use of those Services for the subscription period (if any) indicated. Subscription fees are subject to our Refund Policy. The fees for using a subscription Service will not change during the applicable subscription period, but are otherwise subject to change at any time. If we change our fees, we will give our Users at least 30 days’ notice by email to the email address provided to us in their Account information. We may from time to time offer promotions, such as our DNS promotion, that require a minimum term of service, and if you cancel or downgrade your Account before the expiry of that minimum term we have the right to charge you a termination fee equal to a pro rata portion of any promotional amount (and you authorize us to charge any such amount to you through the applicable Payment Processor). Further details of these promotions and the applicable minimum term are described on the applicable pages of our website.
- Automatic Renewal.
Unless you notify Ideaform before the end of the applicable subscription period that you want to cancel your Portfolio and your Account with us or we give you such notice, your subscription will automatically renew and you authorize us to collect the then-applicable fees for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Portfolios can be canceled at any time by contacting Ideaform at email@example.com.
- Our Payment Processors
- Your Responsibility for your Portfolios and your End Users.Your Portfolios may have their own End Users. You understand and agree that your Portfolios and your End Users are your responsibility, and you’re solely responsible for compliance with any laws or regulations related to your Portfolios and/or your End Users. We’re not liable for, and won’t provide you with any legal advice regarding, your Portfolios or your End Users.
- Your Responsibility as a User of the Services.Ideaform has not reviewed, and cannot review, all of the material, including computer software, posted to the Application, and cannot therefore be responsible for that material’s content, use or effects. By operating the Application, Ideaform does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Application may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Application may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Ideaform disclaims any responsibility for any harm resulting from the use by visitors of the Application, or from any downloading by those visitors of content there posted.
- Third Party Services.The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include social media platforms, eCommerce Payment Processors (as defined below), our Payment Processors, stock images and email service subscriptions for sale via the Services and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don’t control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).
- Copyright Infringement.As Ideaform asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by the Application violates your copyright, you are encouraged to notify Ideaform at the contact inpbooxion below. Ideaform will terminate a visitor’s access to and use of the Application if, under appropriate circumstances, the visitor is determined to be an infringer of the copyrights or other intellectual property rights of Ideaform or others. In the case of such termination, Ideaform will have no obligation to provide a refund of any amounts previously paid to Ideaform.
- Intellectual Property.This Agreement does not transfer from Ideaform to you any Ideaform intellectual property, or any third party intellectual property that we provide through the Application, and all right, title and interest in and to all such property will remain (as between the parties) solely with Ideaform. Ideaform, pboox, pboox.com, the pboox.com logo, and all other trademarks, service marks, graphics and logos used in connection with pboox.com or the Application are trademarks or registered trademarks of Ideaform or Ideaform’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Application may be the trademarks of other third parties. Your use of the Application grants you no right or license to reproduce or otherwise use any Ideaform or third-party trademarks.
- We welcome your feedback, ideas or suggestions (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after this Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.
- Your eCommerce on the Application.
- eCommerce Responsibilities.The Services include features that enable you to provide or sell products and services to, or otherwise collect payments from, your End Users (such activities, “your eCommerce”). We’re not a party to, and we aren’t liable for, your eCommerce. You’re solely responsible for your eCommerce, and compliance with any laws or regulations related to it, including without limitation the following:
- Taxes.You’re solely responsible for: (a) all applicable national, provincial, state, local or other taxes (“Taxes”) and fees associated with your eCommerce, including without limitation any Taxes related to the purchase or sale of products or services in connection with your eCommerce; (b) collecting, reporting and remitting required Taxes to relevant government authorities; (c) informing your End Users of required Taxes, and providing them with invoices as required by applicable law; (d) monitoring distance sales thresholds in the EU and other indirect Taxes (such as value-added tax or goods and services tax) and registration thresholds in the countries where you have customers or where you ship goods to or provide services to; and (e) registering for indirect Taxes in countries where you are required to register. You also agree that any tax estimates, reporting or related materials that we may provide via the Services are for illustration purposes only, and you may not rely on them to comply with your tax obligations. We do not give tax advice, and nothing we say should be interpreted as such.
- Fulfillment and Delivery.You’re solely responsible for fulfilling and delivering your products and services to your End Users.
- Claims and Warranties.You’re solely responsible for any claims or warranties you make in connection with your eCommerce and any claims made by End Users against you.
- Customer Service.You’re solely responsible for handling any comments or complaints related to your eCommerce, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact inpbooxion on your Portfolios so that your End Users can submit comments or complaints to you.
- Consumer, eCommerce and other Laws.You are also responsible for complying with any consumer, eCommerce and related laws.
- eCommerce Restrictions.You may not offer or sell any products or services which, in our sole discretion,: (a) we consider hazardous, counterfeit, stolen, fraudulent, abusive or adverse to our interests or reputation; (b) are prohibited for sale, distribution or use; or (c) otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, trade secrets, privacy or publicity rights, consumer protection, product safety or trade regulations or export controls, regulations or sanctions.
- eCommerce Suspensions.While we’d prefer not to, we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove your Account, Your Portfolios or your eCommerce, without any liability to you or to any End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). For example, we may suspend your eCommerce if you’re violating this Agreement.
- eCommerce Payment Processors.To accept payments from your End Users in connection with your eCommerce, you may integrate your Portfolios with certain third party payment processors (“eCommerce Payment Processors”). Your relationship with such eCommerce Payment Processors is governed by those eCommerce Payment Processors’ terms and policies. We don’t control and aren’t liable for any eCommerce Payment Processors, or for any transaction you may enter into with or through any eCommerce Payment Processors. eCommerce Payment Processors are a Third Party Service, as defined in Section 8 of these terms and conditions. While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from the Services, any eCommerce Payment Processors, without any liability to you or to any End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). Your eCommerce Payment Processors may provide invoices for any transaction fees associated with your eCommerce transactions.
- Ideaform may terminate your and your End Users’ access to all or any part of the Application at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your pboox.com Account (if you have one), you may simply discontinue using the Application. Notwithstanding the foregoing, if you have a paid subscription Account, such Account can only be terminated by Ideaform as expressly permitted under this Agreement, or if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Ideaform’s notice to you thereof; provided that, Ideaform can terminate the Application immediately as part of a general shut down of our Service. All provisions of this Agreement which by their nature should survive its termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Disclaimer of Warranties.The Application is provided “as is”. Ideaform and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranties of any kind to your End Users. Neither Ideaform nor its suppliers and licensors, makes any warranty that the Application will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or Services through, the Application at your own discretion and risk.
- Limitation of Liability.In no event will Ideaform, or its suppliers or licensors, be liable with respect to any subject matter of this Agreement under any contract, tort (including negligence), strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; (iv) for any amounts that exceed $20; or (v) relating in any way to your eCommerce or to End Users. Ideaform shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
- General Representation and Warranty.You represent and warrant that (i) your use of the Application will be in strict accordance with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Application will not infringe or misappropriate the intellectual property rights of any third party.
- You agree to indemnify and hold harmless Ideaform, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees (i) arising out of your use of the Application (including your Portfolios), including but not limited to your violation of this Agreement, or (ii) arising from or related to the use of, access to, interaction with or reliance upon, your eCommerce or End Users.
- This Agreement constitutes the entire agreement between Ideaform and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Ideaform, or by the posting by Ideaform of a revised version in accordance with this Agreement. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Application will be governed by the laws of the Province of Ontario, Canada, and the proper venue for any disputes arising out of or relating to any of the same will be the courts located in the City of Toronto, Ontario, Canada. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Ideaform may assign its rights and obligations under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You confirm that you prefer this Agreement and any related documents be in English.