Policies
Terms Of Use
The sites idecide.com, myidecide.com, idecideassist.com, idecideelite.com, and idecidecustom.com (the “Sites”) are owned and operated by All Things Interactive, LLC company.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS OF USE. IF YOU DO NOT FULLY ACCEPT THESE TERMS OF USE, DO NOT USE THE SITE.
Use of the Sites
The Sites are general purpose sites and are not targeted towards children under the age of 13. By registering an account on the Sites, you represent and warrant that you are 18 years of age or older. If we become aware that you are under the age of 18, we will terminate your registration.
You may use the Sites solely for your personal, non-commercial use. You acknowledge and agree that we do not control the User Content (as defined herein) posted to the Sites, or any links to other sites, including the content of any messages or posts, and that we do not guarantee the accuracy, integrity or quality of User Content. All User Content, including advice and opinions posted by users, comprises the views and responsibility of those who post such User Content and does not necessarily represent our views. You understand that, by using the Sites, you may be exposed to User Content that is offensive, indecent or objectionable.
You are responsible for maintaining the confidentiality of your account and password information and for restricting access to such information and to your computer. You agree to accept responsibility for all activities that occur under your account or password.
Revisions to these Terms of Use. All Things Interactive, LLC may revise these Terms of Use at any time and from time to time by updating this posting. You should visit this page from time to time to review the current Terms of Use as they are binding on you. Certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages at the Sites. Your continued use of the Sites after any modifications indicates your acceptance of the modified Terms of Use.
Products, Content and Specifications. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession, use and sale of any item or service purchased from the Sites. By placing an order, you represent that the products or services ordered will be used only in a lawful manner.
Accuracy of Information. We attempt to ensure that information on the Sites is complete, accurate and up to date. Despite our efforts, the information on the Sites may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currency of any information on the Sites. For example, products or services included on the Sites may be unavailable, may have different attributes than those listed, or may carry a different price than what is stated on the Sites. In addition, we may make changes in information about price and/or availability without notice. In the event of a pricing error or discrepancy on the Sites, we reserve the right to cancel any such orders. While it is our practice to confirm orders by email, the receipt of an email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service. We reserve the right, without prior notice, to limit the order quantity on any product or service and/or to refuse service to any customer. We also may require verification of information prior to the acceptance and/or shipment of any order.
Intellectual Property
The Sites design and all text, graphics, information, content and other material displayed on or that can be downloaded from the Sites (excluding User Content) are either the property of or used with permission by, All Things Interactive, LLC or our other service providers and licensors, and are protected by copyright, trademark and other laws and may not be used except as permitted in these Terms of Use or with the prior written permission of the owner of such material.
Certain trademarks, trade names, service marks and logos used or displayed on the Sites are the property of All Things Interactive, LLC, its affiliates and/or our licensors. Nothing contained on the Sites grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Sites without the written permission of All Things Interactive, LLC or such third party owner.
Restrictions of Use of the Sites
By using the Sites, you agree that you will not:
Create or maintain any link from another sites to any page on the Sites without All Things Interactive, LLC’s prior written permission;
Run or display the Sites or any material displayed on the Sites in frames or through similar means on another sites without All Things Interactive, LLC ‘ s prior written permission;
Modify the information or materials located on the Sites in any way or reproduce or publicly display, perform, or distribute or otherwise use any such materials for any public or commercial purpose;
Use any robot, spider, sites search application or other device to retrieve or index any portion of the Sites;
Collect any information about other users, including usernames and email addresses;
Create or transmit to other users unsolicited electronic communications, such as spam, or otherwise interfere with other users’ enjoyment of the Sites;
Transmit or upload to the Sites any item containing or embodying any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Sites;
Take any action that imposes, in our sole discretion, an unreasonable or disproportionately large load on the Sites or the IT infrastructure used to operate the Sites;
Submit to the Sites any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity or otherwise use the Sites to transfer or store illegal material; or
Use the Sites or any User Content to violate any applicable local, state, federal or international law.
Third Party Links
From time to time, the Sites may contain links to sites that are not owned, operated or controlled by All Things Interactive, LLC or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Sites. Neither All Things Interactive, LLC or any of its affiliates, service providers or suppliers are responsible for any content, materials or other information located on or accessible from any other sites. Neither All Things Interactive, LLC or any of its affiliates, service providers or suppliers endorse, guarantee, or make any representations or warranties regarding any other sites; any content, materials or other information located or accessible from such sites; or any results that you may obtain from using such sites. If you decide to access any other sites linked to or from the Sites, you do so entirely at your own risk.
Inappropriate User Material
You are prohibited from posting or transmitting any content that:
Is unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material;
Promotes illegal activity, encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violates any law;
Is patently offensive to users of the Sites, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; or Harasses or advocates harassment of another person.
User Content Posted by You
User Content is and will be considered non-confidential and non-proprietary. You are solely responsible for any User Content you post, publish or display on the Sites or transmit to users. You will post only User Content you believe in good faith to be true and accurate and you will not post to the Sites any User Content that is false, inaccurate, misleading or fraudulent. All Things Interactive, LLC may, but is not obligated to, monitor or review any User Content. All Things Interactive, LLC shall have no obligations to use, return, review, or respond to any User Content. All Things Interactive, LLC will have no liability related to the content of any such User Content, whether or not arising under the laws of copyright, libel, privacy, obscenity, or otherwise. All Things Interactive, LLC retains the right to remove any or all User Content for any or no reason. This includes User Content that, in our sole discretion, violates these Terms of Use; is offensive or illegal; or may harm or violate the rights of, or threaten the safety of any user or any other individual or entity. By uploading User Content to the Sites, you hereby grant, and represent and warrant that you have all rights and authority necessary to grant:
All Things Interactive, LLC and our service providers an irrevocable, perpetual, non-exclusive, royalty-free, fully sub licensable, fully paid up, worldwide license and right to use, copy, publicly perform, digitally perform, publicly display and distribute such User Content, and to prepare derivative works based on, or incorporate into other works, such User Content with or without attribution.
YOUR USE OF THE SITES AND OF ANY USER CONTENT IS AT YOUR OWN RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED IN CONNECTION WITH THE SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER ALL THINGS INTERACTIVE, LLC, NOR ANY OF THEIR AFFILIATES, OTHER SERVICE PROVIDERS OR SUPPLIERS WARRANT THE ACCURACY OR COMPLETENESS OF THE MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER ALL THINGS INTERACTIVE, LLC NOR ANY OF THEIR AFFILIATES, OTHER SERVICE PROVIDERS OR SUPPLIERS MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. ALL PRODUCTS AND SERVICES PURCHASED ON OR THROUGH THE SITES ARE SUBJECT TO ONLY THE APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ALL THINGS INTERACTIVE, LLC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED OR PURCHASED ON OR THROUGH THE SITES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL THINGS INTERACTIVE, LLC HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT OR SERVICE DEFECTS OR FAILURES, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. WE MAKE NO WARRANTIES TO THOSE DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
All Things Interactive, LLC does not assume any responsibility, and shall not be liable for any damages to, or viruses that may infect or affect, your computer, device, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing of the Sites, or your downloading of any materials or information from the Sites.
IN NO EVENT WILL ALL THINGS INTERACTIVE, LLC OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS, RETAIL PARTNERS, VENDORS NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES BE LIABLE TO ANY PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITES, ANY SITES LINKED TO THE SITES, OR THE INFORMATION, MATERIALS, OR SERVICES CONTAINED IN ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
IN THE EVENT OF ANY PROBLEM WITH THE SITES, OR ANY MATERIAL OR CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN THE EVENT OF ANY PROBLEM WITH THE PRODUCTS OR SERVICES THAT YOU HAVE PURCHASED ON OR THROUGH THE SITES, YOU AGREE THAT YOUR SOLE REMEDY, IF ANY, IS FROM THE MANUFACTURER OF SUCH PRODUCTS OR SUPPLIER OF SUCH SERVICES, IN ACCORDANCE WITH SUCH MANUFACTURER’S OR SUPPLIER’S WARRANTY, OR TO SEEK A RETURN AND REFUND FOR SUCH PRODUCT OR SERVICE IN ACCORDANCE WITH THE RETURNS AND REFUNDS POLICIES POSTED ON THE SITES.
Copyrights. If you believe any User Content or any other aspect of the Sites infringes your copyright, you should send written notice of the alleged copyright infringement to our designated copyright agent at this address: All Things Interactive, LLC – 241 W. Federal St, Youngstown, OH 44503
Privacy Policy
Introduction
All Things Interactive, LLC. and its partners (collectively, “ATI”) provide this privacy policy (this “Policy”) to inform you of: (1) the types of information we collect; (2) your choices surrounding such information; and (3) how we collect, use, share, update and protect such information. This Policy applies to customer information obtained in connection with All Things Interactive, LLC operations at or through our websites, our mobile sites, our social media presence, our mobile applications, and our stores. For purposes of this Policy, our websites, our mobile sites, our social media presence and our mobile applications are referred to collectively as, our “
All Things Interactive, LLC is committed to maintaining your privacy, providing you with information and choices, and permitting you opportunities to correct inaccuracies. If, after reading this Policy, you have questions, comments or concerns, please use the “Contact Customer Service” link below.
Information We Collect
With the goal and intention of providing you products and services, and of improving your overall experience, we receive, collect and store information in a variety of ways, including when you visit our Websites or provide information to us. We may also collect information when you: (1) open an account with us; (2) utilize our services; (3) apply for a credit card; (4) make a purchase; (5) apply for a license or conduct a similar transaction; (6) contact us via any customer service method; (7) submit any user-generated content (via our Websites or otherwise); (8) participate in customer research, surveys, sweepstakes or promotions; or (9) otherwise communicate information to us.
Some of the information we collect is considered “Personal Information.” Personal Information includes your name, mailing address, e-mail address, driver’s license number, social security number, credit/debit card information (and related payment information) and/or telephone number. We also may collect other information such
The collection of certain types of Personal Information may be necessary and/or required for governmental compliance.
Additionally, we may receive, collect and or store Personal Information and other information you provide on behalf of third parties, or third parties provide behalf of you, relating to gift recipients, online registrations, in-store pick-up or registries. We may also receive, collect and store Personal Information and other customer information from sources assisting us with updating,
We may also receive, collect and store “Automated Information” through Cookies (as defined below), Web Beacons (as defined below) and other related automated means. “Cookies” are small text files sent to your device as you visit our Websites or utilize our Internet Marketing Channels and saved on your device via your browser or hard drive. We then use Information Technologies (as defined below) to recognize you and your preferences as you return to our Websites or utilize our Internet Marketing Channels. “Web Beacons” (also known as pixel tags) are a form of tracking technology placed within our Websites and our Internet Marketing Channels to monitor and track your visits to certain pages within our
Automated Information we collect via Cookies, Web Beacons and other related methods (collectively, “Information Technologies”) includes information such as internet protocol address(es), operating system(s) and browser specifics of your device, device characteristics, geographic information, user id(s), and specifics regarding your interactions with (i.e., the path your device takes through) our Websites and our Internet Marketing Channels.
Automated Information enables the tailoring of advertisements and offers specifically for you. In addition to such tailoring, we are interested in Automated Information to ensure that our mobile and/or online presence operates properly and efficiently for you and for your individual customer experience, to evaluate the use and benefit of such presence, and to support our Websites and our Internet Marketing Channels.
Your Choices
We use, collect and disclose your information consistent with this Policy, as updated from time to time, and you consent to such use, collection and disclosure by your use of our: (1) Websites; (2) Internet Marketing Channels; (3) marketing campaigns; and (4) marketing programs (e.g., loyalty programs).
You may unsubscribe to future e-mail communications by clicking on the unsubscribe link in our e-mail communications. In addition, you may use the methods set forth in the “Contact Customer Service” link below to opt-out or update certain preferences. Regardless of your decision to opt-out of future e-mail communications, we may still contact you regarding transactions and for transactional purposes (e.g., recalls, product information and service/reminder notices).
Based upon your browsing history with us and with other online sites, we may personalize your experience via our Websites and via our Internet Marketing Channels. However, you have choices relating to how your device interacts with our Websites and our Internet Marketing Channels. You can choose to access our Websites without accepting Information Technologies to your device(s), and you can opt-out or modify certain elements of our Websites (e.g., location services) and our Internet Marketing Channels (that are tailored specifically to you and served to you based upon your browsing history). If you choose to so restrict, you may access our
Additionally, we belong to various advertising networks that utilize your browsing history across various and participating sites to serve you All Things Interactive, LLC advertisements on such sites. We do not permit such networks to provide your browsing history (including your shopping behavior) on any of our Websites to any other sites.
How We Use
We do not sell, rent or trade your Personal Information to third parties. We use your information in numerous ways, including:
Fulfilling, delivering and communicating regarding your orders for products and/or services;
Processing credit card applications and payments;
Administering surveys, sweepstakes, contests or promotions;
Registering and servicing your account(s);
Providing customer service;
Conducting research and analysis;
Alerting you to product, service and promotional information, including product recalls;
Helping us to improve, customize and advance our products and services,
Protecting the security and integrity of our stores,
In doing so, we:
May combine certain Personal Information, customer information and Automated Information collected online and offline, including information collected from third parties;
May transfer or disclose such information within our partners, including affiliates and subsidiaries; and
Will retain such information as needed to provide you products/services, comply with our legal obligations, resolve disputes, and enforce our agreements as we deem reasonably necessary.
How We Share
We may share information:
With
As we deem necessary, in the event (or partial event) of a corporate sale (asset or stock), merger, reorganization, change in corporate control, acquisition, insolvency, bankruptcy or similar event;
Specifically, certain Personal Information, in connection with various co-branded, warranty, delivery/assembly and/or financial products or services, including our private label credit card(s);
To comply with applicable law or reasonable request based upon governmental regulation, court order, subpoena or similar related action; and
As we deem necessary to protect the rights, property or safety of All Things Interactive, LLC, our customers, our associates or others, and to prevent harm or loss or in connection with an investigation or suspected or actual unlawful activity.
How We Update
For certain types of information, we may offer you a variety of ways to access or update such information:
If you have an All Things Interactive, LLC account, log-in to such account via one of our Websites. After securely entering your account, you can easily update your name, e-mail address, password, loyalty card information, billing/shipping address, etc. by entering or revising the information as reflected therein, or you may close your account(s) and request that we no longer use your information to provide you services or products; and
Additionally, utilize the “Contact Customer Service” link at the bottom of any of our Websites. This link will provide you the opportunity to contact All Things Interactive, LLC via phone, e-mail or U.S. postal mail. Please provide your current and complete contact information with these requests.
Please note:
We may refuse requests that are unreasonably repetitive, require disproportionate technical efforts, risk the privacy of others or are extremely impractical;
After closing your account(s), or updating or revising any information within your account(s) or any Information Technologies associated with your device(s), we may not delete residual copies from our servers and may not remove information from our
Closing or updating information relating to one All Things Interactive, LLC account (e.g., an All Things Interactive, LLC online shopping account) does not guarantee the closing or updating of a separate and different All Things Interactive, LLC account. If you desire to close or update multiple All Things Interactive, LLC accounts, please log-in to each specific account to do so, or please contact the correct and applicable Customer Service department associated with each such account.
In our efforts to provide accurate and complete information, we do utilize third party entities to assist us with updating and maintaining current contact information (e.g., National Change of Address or NCOA).
How We Protect
Regardless of whether you are shopping or utilizing our services online, via a mobile device or in our stores, we make securing your information a priority, take reasonable measures to protect the confidentiality of your information and appropriately limit third party access to such information.
We use a variety of security measures to protect your online transactions with us. Our Websites utilize encryption technology, including Secure Sockets Layer, to protect your information that we transport across the internet. Your personal online and mobile account(s) with us are protected via password protection and accessed online via such password. We comply with industry standards relating to safeguards for handling and securing customer payment information provided during payment card transactions.
Additionally, we use a variety of security measures to protect your information that we maintain at our facilities. Such information is subject to physical, administrative and technical controls.
Our Websites are “general audience” websites and not geared toward children. In order to protect the privacy of children, our Websites do not knowingly collect Personal Information from children under the age of 13 without express parental consent. If you are a parent or guardian and think we have unauthorized information about your child who is under the age of 13, please use the “Contact Customer Service” link below.
Miscellaneous
Third Party Links. Our Websites and our Internet Marketing Channels may link to other sites, many of which have their own privacy policies that we do not control. Be sure to review these privacy policies when visiting such sites. We are not responsible for such third parties’ sites.
Privacy Policy Updates. As we grow, develop and change, we may, from time to time, need to update and revise this Policy. Please periodically check this Policy for any updates or revisions.
Notices: All notices shall be sent to the following address:
All Things Interactive, LLC
241 W. Federal St
Youngstown, OH 44503
USA
Refund Policy
All Things Interactive, LLC strives to satisfy everyone and if for any reason we can not then we offer a no questions asked
Purchase Terms of Use
Please read these Terms of Service carefully. These Terms of Service create an agreement (the “Agreement”) between you and All Things Interactive, LLC regarding your use of all iDecide services on all Sites and associated software (“Services”). All users (paid and free) must agree to this Agreement before using the Services. If you do not agree to this Agreement, please click the “Cancel”/”Back” button and do not use the Services.
If you are under 18, or if you are considered a minor in your state or country, you must obtain the consent of your parent or legal guardian to register for the Services.
Requirements for Use
To access the Services, you will need your own computer and high-speed internet access.
Registration
To register, you will need a
Data, Information, and Privacy
You agree that All Things Interactive, LLC may collect, use, process and store information about you and your use of the Services, including the transfer of such information to the United States and/or another country outside the European Economic Area as well as outside other countries deemed to have adequate data protection laws. You acknowledge that All Things Interactive, LLC acts only as a passive conduit of such
Your Responsibilities as an All Things Interactive, LLC User; License to Your Content
All Things Interactive, LLC will not be liable to you or any others for any loss or damages due to your use of the Services or your Services website. You agree to indemnify, defend and hold harmless All Things Interactive, LLC from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your violation of this Section.
You agree not to upload, post, email, store, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise deemed objectionable by All Things Interactive, LLC or its affiliates.
You agree not to upload, post, email, store, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid schemes,” “affiliate links,” or any other form of solicitation.
You agree not to upload, post, email, store, transmit, or otherwise make available any Content that violates copyright, trademark or other laws protecting intellectual property, or that violates an individual’s publicity or privacy rights.
You agree not to upload, download, transmit, store, or otherwise make available any code or material that harms or interferes with any device, software, network or service.
You agree not to violate any laws or regulations in your state or country (including but not limited to laws governing intellectual property rights, online conduct or online content).
You agree that you have all the rights, licenses, and permissions from third parties to use, reproduce, publish, and display Content belonging to others.
All Things Interactive, LLC has no control
You automatically grant All Things Interactive, LLC and its affiliates, contractors, resellers and partners, a
Software
You may be required to download and install All Things Interactive, LLC software (“Software”). In that event, All Things Interactive, LLC agrees to provide you with a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the Software in accordance
Availability of the Service
The Services may not be available in all countries and it may not be available for use in any particular location. You are responsible for following the laws in your state or country. All Things Interactive, LLC may make modifications to its features or any services to comply with laws and regulations. All Things Interactive, LLC owns all the proprietary rights and
Suspension or Termination of Your Account
You agree that All Things Interactive, LLC may suspend or terminate your access to the Services without notice if: (a) All Things Interactive, LLC determines that you have violated this Agreement or (b) All Things Interactive, LLC is required to do so by any court or government authority in any country.
All Things Interactive, LLC may, upon such termination, deactivate or delete your account and any related data, information, and files, and bar any further access to such data, information, and files. Such action may include, among other things, accessing your Content or data and/or discontinuing your use of the Services without refund or compensation. All Things Interactive, LLC will issue a refund when appropriate.
You agree that All Things Interactive, LLC has no obligation to monitor your use of the Services but has the right to do so to ensure your compliance with this Agreement, or to comply with any law, order, or requirement of any court or government authority in any country.
You agree to comply with the following sections of this Agreement even after you are no longer using the Services: Sections 3, 4, 5, 7, 10 (as to amounts due and owing), 11, 13, 14 and 17.
Changes to Services and Prices
All Things Interactive, LLC may discontinue the Service or change the Service or price (including adding and deleting features) without notice. All Things Interactive, LLC may also add what it refers to as “Cost Features.” If you want to add a Cost Feature, please contact the All Things Interactive, LLC sales department.
Beta Services
All Things Interactive, LLC may make available a “beta” version the Services (“Beta Services”) for evaluation and feedback. Beta Services are Services that are in an early development stage and not available as standard product offerings. You are not obligated to use Beta Services, but if you elect to do so, you agree to the following additional terms: (a) Beta Services may contain bugs, errors and other problems and is provided to you “AS IS”; (b) All Things Interactive, LLC makes no warranties and disclaims all liability with respect to the Beta Services; and (c) you agree to respond to All Things Interactive, LLC’s questions and inquiries regarding your use of the Beta Services. You agree that All Things Interactive, LLC has not made any promises or guarantees that Beta Services will be announced or made available in the future and that All Things Interactive, LLC has no obligation to announce or introduce the Beta Services. If you provide feedback regarding the Beta Services, you agree that All Things Interactive, LLC may use and incorporate into All Things Interactive, LLC products and services any suggestions, ideas, recommendations, bug reports, or other feedback that you provide to All Things Interactive, LLC without compensation. All Things Interactive, LLC may suspend or terminate access to Beta Services (and delete any Content or data provided to All Things Interactive, LLC with respect to such Beta Service(s)) at any time, without notice and without compensation.
Payment
You agree that All Things Interactive, LLC may charge your credit card or bill you for all amounts due and owing for your use of the Services. All Things Interactive, LLC reserves the right to charge interest at the lower of 1.5% per month or the highest rate permitted by law on any monthly payment (not being reasonably disputed by you) that is not received when due. You agree to notify All Things Interactive, LLC in writing of any disputed fees within fifteen (15) days from the date that your account is charged. All Things Interactive, LLC may suspend the Services for non-payment of undisputed fees. All Things Interactive, LLC is entitled to recover a reasonable amount expended in connection with the collection of fees not paid when due. You agree to pay any taxes or governmental charges charged for your use of the Services.
Copyright Policy Regarding Third Parties
If you believe that All Things Interactive, LLC or any of its affiliates or any user of All Things Interactive, LLC has violated a copyright, please contact us at hi@idecide.com for details on how to properly notify us of a potential copyright infringement or other intellectual property rights issue.
Use of Your Name and Logo
You agree that All Things Interactive, LLC may use the name, logo and other trademarks or service marks of your company to create a co-branded Services website as part of the delivery of the Services.
No Warranties
To the maximum extent permitted by applicable law, you agree to use the Services at your own risk. You agree that All Things Interactive, LLC and its suppliers, resellers and affiliates will not be responsible for any harm to any device, any loss of data, or any other harm that results from your use of the Services. All Things Interactive, LLC AND ITS SUPPLIERS,
Limitation of Liability
YOU AGREE THAT ALL THINGS INTERACTIVE, LLC, AND ITS SUPPLIERS, RESELLERS AND AFFILIATES WILL NOT BE LIABLE TO YOU OR ANY OTHERS FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES EVEN IF ALL THINGS INTERACTIVE, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIABILITY OF ALL THINGS INTERACTIVE, LLC AND ITS SUPPLIERS, RESELLERS AND AFFILIATES TO YOU FOR ANY CLAIM WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO ALL THINGS INTERACTIVE, LLC FOR THE SERVICES IN THE PREVIOUS TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIM EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. THE LAWS OF CERTAIN STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.
Changes to this Agreement
All Things Interactive, LLC may change the terms of this Agreement and recommends that you review them on a regular basis. You can review the most current version of this Agreement
Other Legal Terms
17.1 Sometimes when you use the Services, you may also use a service or purchase goods which are provided by another person or company. Your use of these other services or goods may be subject to separate terms between you and the company or person concerned, and you agree that All Things Interactive, LLC shall have no liability or obligation relating to those services or goods.
17.2 Trade names, trademarks, service marks, logos, and domain names of each party are considered their respective “Marks.” As to All Things Interactive, LLC’s Marks and the Marks of its suppliers, the Mark-owner retains ownership of all proprietary rights in all its Marks associated or displayed with the Services. You may not frame or utilize framing techniques to enclose any All Things Interactive, LLC Marks, or other proprietary information (including images, text, page layout, or form) of All Things Interactive, LLC without All Things Interactive, LLC’s express written consent. You may not use any meta tags or any other “hidden text” utilizing All Things Interactive, LLC Marks without All Things Interactive, LLC’s express written consent. You shall retain ownership of all proprietary rights, copyright and any other rights you already hold in your Marks.
17.3 You agree to comply with all laws and regulations in connection with your use of the Services, including, but not limited to: (a) with respect to personally identifiable information sent or received by you, all privacy laws and regulations, (b) laws relating to the recording of communications, including, when required, advising all participants in a recorded All Things Interactive, LLC meeting or event that the meeting or event is being recorded or that Content or personal information is being transferred outside the European Economic Area, and (c) laws relating to the use of VoIP-based services. It is your responsibility to ensure that you have the right to use the Services where you are located, as well as where your meeting invitees are located. You agree that the use of All Things Interactive, LLC is subject to U.S. and local export control laws and regulations. You represent that you are not a citizen of an embargoed country or a prohibited end user under applicable U.S. or local export and anti-terrorism laws,
17.4 This Agreement, including the documents referred to in this Agreement, are the entire agreement regarding the Services and completely replace any prior agreements. All Things Interactive, LLC may assign or delegate its obligations under this Agreement either in whole or in part, without your prior consent.
17.5 Neither party will be responsible for
17.6 You agree that if All Things Interactive, LLC does not exercise or enforce any legal right or remedy which is contained in this Agreement, this will not be taken to be a formal waiver of All Things Interactive, LLC’s rights and that those rights or remedies will still be available to All Things Interactive, LLC.
17.7 If for any reason, a provision of this Agreement is held to be invalid, the remaining provisions will continue to be valid and enforceable.
17.8 If located in North America or South America, this Agreement shall be governed by the laws of the State of Ohio without regard to its conflict of laws provisions.
The actions individual iDecide users take can have a big impact on our system as a whole. That’s why all iDecide users must follow this Terms of Use Policy in their use of iDecide and any other iDecide products or
Prohibited Content
Please don’t use any iDecide products or Sites to send anything offensive, to promote anything illegal, or to harass anyone. You may not send:
- Emails offering to sell illegal goods or services
- Emails that violate CAN-SPAM Laws
Sending Subject to Additional Scrutiny
We’ve found that certain types of content may cause higher-than-average abuse rates. In general, hard bounce rates should be under 5%, and spam complaint rates should be less than 0.1%. For that reason, we may closely review, suspend, throttle, or disable accounts without refund, that exceed these rates.
Prohibited Actions
We work hard to maintain the positive reputation of our system, but we count on our customers to pitch in too. You may not:
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Use any of our links or presentations in conjunction with any automated systems, including auto-responders.
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Send Spam. Spam can be in the form of bulk emails or one to one commercial emails. Bulk emails are NOT permitted. For single commercial emails, we define spam as any message that violates CAN SPAM law.
- Other than social media sites, when posting from your own individual account, you may not post our links on any websites that are not personally owned and operated by you as an individual. Unless granted express permission in writing, links may not be posted on any corporate websites, home pages, landing pages, etc.
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Put into your Email or Account any material that wasn’t created by you, provided for you to use, or that would violate anyone’s rights. That includes text, photos, graphics, and other content.
- Use any misleading or incorrect names, addresses, email addresses, subject lines, or other information on the Website or in any Emails created or sent using our Service.
- Share your password.
- Share your account.
- Decipher, decompile, disassemble, or reverse engineer any of our software or Websites.
- Use any of the software to create a competing product.
- Import or incorporate any of this information into any emails or uploads to our servers: Social Security numbers, passwords, security credentials, or sensitive personal information.
- Upload or send to purchased, rented, third-party, co-reg, publicly available data, or partner lists of any kind.
- Send bulk emails, meaning emails directed to a number of individuals with the same content.
- Download, distribute, install or otherwise redistribute the Products in any form other than through the subscriber portal of the Sites. This includes recording and posting any iDecide presentations, or portions thereof, in any media formats (including but not limited to video) other than the original iDecide format.
- Redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product and Subscription Services.
- Remove, obscure or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product and Subscription Services.
- Publish any results of benchmark tests run on the Product and Subscription Services to a third party without ATI’s prior written consent.
Spam and Best Practices
We feel it is our responsibility to be extra vigilant about preventing spam-related abuse. It’s also in our best interest to keep the system
End User License Agreement
Apps made available through the App Store are licensed, not sold, to you. Your license to each App is subject to your prior acceptance of either this Licensed Application End User License Agreement (“Standard EULA”), or a custom end user license agreement between you and the Application Provider (“Custom EULA”), if one is provided. Your license to any Apple App under this Standard EULA or Custom EULA is granted by Apple, and your license to any Third Party App under this Standard EULA or Custom EULA is granted by the Application Provider of that Third Party App. Any App that is subject to this Standard EULA is referred to herein as the “Licensed Application.” The Application Provider or Apple as applicable (“Licensor”) reserves all rights in and to the Licensed Application not expressly granted to you under this Standard EULA.
a. Scope of License: Licensor grants to you a nontransferable license to use the Licensed Application on any Apple-branded products that you own or control and as permitted by the Usage Rules. The terms of this Standard EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Licensor that replace or supplement the original Licensed Application, unless such upgrade is accompanied by a Custom EULA. Except as provided in the Usage Rules, you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not transfer, redistribute or sublicense the Licensed Application and, if you sell your Apple Device to a third party, you must remove the Licensed Application from the Apple Device before doing so. You may not copy (except as permitted by this license and the Usage Rules), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Licensed Application).
b. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information—including but not limited to technical information about your device, system and application software, and peripherals—that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
c. Termination. This Standard EULA is effective until terminated by you or Licensor. Your rights under this Standard EULA will terminate automatically if you fail to comply with any of its terms. A cancellation can be initiated through the App Store or your iCloud account, or through your device’s Settings app.
d. External Services. The Licensed Application may enable access to Licensor’s and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. Licensor is not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Licensor or its agents. You will not use the External Services in any manner that is inconsistent with the terms of this Standard EULA or that infringes the intellectual property rights of Licensor or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Licensor is not responsible for any such use. External Services may not be available in all languages or in your Home Country, and may not be appropriate or available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. Licensor reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
h. The Licensed Application and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
i. Except to the extent expressly provided in the following paragraph, this Agreement and the relationship between you and Apple shall be governed by the laws of the State of California, excluding its conflicts of law provisions. You and Apple agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, to resolve any dispute or claim arising from this Agreement. If (a) you are not a U.S. citizen; (b) you do not reside in the U.S.; (c) you are not accessing the Service from the U.S.; and (d) you are a citizen of one of the countries identified below, you hereby agree that any dispute or claim arising from this Agreement shall be governed by the applicable law set forth below, without regard to any conflict of law provisions, and you hereby irrevocably submit to the non-exclusive jurisdiction of the courts located in the state, province or country identified below whose law governs:
If you are a citizen of any European Union country or Switzerland, Norway or Iceland, the governing law and forum shall be the laws and courts of your usual place of residence.
Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.
j. Subscription: Your subscription to use the Licensed Application, iDecide Interactive will auto-renew monthly or annually , based on the subscription purchased. Prices may be converted and listed in your local currency. Subscription payments are billed through the App Store on a recurring basis until canceled.
Elite Services Agreement
DEFINITIONS AND INTERPRETATIONS
The following definitions apply for this Agreement:
“Client Content” means all plans, specifications, data, content and materials (including, without limitation, any images, script, software, hardware, data and networks) provided by or on behalf of Client to ATI in connection with the Services and Subscription Services.
“End Users” means the representatives of Client that access and use (via the Subscription Services) the Product developed by ATI.
“Product” means the Application Program Interface (“API”) and the customizations to the Subscription Services and the Client presentations developed by ATI and as specifically described in Exhibit A attached to this Agreement.
“Services” means the services performed by ATI pursuant to this Agreement.
“Subscription Services” means the subscription services provided by ATI to End Users via an internet-accessible website at www.iDecide.com.
1. GENERAL PROVISIONS OF SERVICES
In consideration of Client’s payment of the Service fees when due, ATI will perform the Services set forth in Exhibit A. ATI shall determine the method, details and means of performing the Services and providing the Product to Client hereunder.
2. PRODUCT DEVELOPMENT
ATI undertakes and agrees to develop the Product and provide the Services as per the terms and conditions set forth in this Agreement and according to the Specifications and Development Plan described in Exhibit A.
3. SERVICES
ATI shall host the Product on its servers in connection with the use of the Subscription Services by End Users, whom shall be able to access the Product on the Subscription Services after completion of the Product.
The necessary unscheduled maintenance of the Subscription Services.
4. USER SUBSCRIPTIONS
ATI shall charge End Users a subscription fee for each individual (End Users) accessing and using the Subscription Services, including, without limitation, the Product.
The User Subscription fee shall be set forth in Exhibit A attached.
5. RIGHTS AND LICENSE GRANTED
Under this Agreement, Client shall not be granted any rights or license to the Product or Subscription Services. Client acknowledges that through the Subscription payments to ATI the End Users shall be granted access to the Product and that Client may purchase a subscription to the Subscription Services as well.
The necessary unscheduled maintenance of the Subscription Services.
At no time will Client hold title to or ownership of the Product, any ATI data or source code, and any materials provided to Client by ATI during the term of this Agreement.
Client acknowledges and agrees that at no time shall it be entitled to:
i. Download, distribute, install or otherwise redistribute the Product in any form not explicitly covered by this Agreement.
ii. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product and Subscription Services (except to the extent applicable laws specifically prohibit such restriction);
iii. redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Product and Subscription Services;
iv. remove, obscure or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product and Subscription Services;
v. publish any results of benchmark tests run on the Product and Subscription Services to a third party without ATI’s prior written consent; vi. publish or discuss the contents of this Agreement, including pricing plans and Services rendered.
vii. disable, disconnect or otherwise alter the API as provided by ATI.
7. FEES
Client agrees to pay a Services fee, indicated in Exhibit A, to ATI for developing the Product.
8. TERM AND TERMINATION
Parties agree that the term of this Services Agreement shall be one year, and shall automatically renew for consecutive one–year terms unless terminated in writing by either party at least sixty days prior to the end of the term. Without prejudice to any other rights, ATI may terminate this Agreement immediately upon notice to Client if Client breaches any of its terms and
conditions.
9. PROPRIETARY RIGHTS
Title, ownership rights, and intellectual property rights in the Product and Subscription Services shall remain with ATI, except for Client Content. Client acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with ATI’s ownership of or rights with respect to the Product and Subscription Services. Title, ownership rights, and intellectual property rights in the Client Content shall remain with Client.
Title and related rights in the content accessed through the Product and Subscription Services is the property of the applicable content owner and is protected by applicable law. This Agreement does not grant the Client with any right to such content.
Client shall provide ATI with (i) all necessary cooperation in relation to this agreement; and (ii) all necessary access to such information and Client Content as may be required by ATI; in order to develop the Product and provide the Services.
Client shall comply with all applicable laws and regulations with respect to its activities under this Agreement.
11. ATI’S RIGHTS, OBLIGATIONS AND WARRANTIES
ATI undertakes that the Services will be performed substantially in accordance with the Specifications set out in the Exhibit A and with reasonable skill and care.
Notwithstanding the foregoing, ATI:
i. does not warrant that Client’s use of the Subscription Services will be uninterrupted or error free; or that the Services and Subscription Services will meet the Client’s requirements; and
ii. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communication networks and facilities, including the internet, and Client acknowledges that the Subscription Services may be subject to limitations, delays and other problems inherent in the use of such communication networks and facilities.
This Agreement shall not prevent ATI from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, software and/or services which are similar to those provided under this Agreement.
12. LIMITED WARRANTY
ATI warrants that the Services will be provided in a good and skillful manner and the Product will substantially conform to the current Specifications and Documentation of ATI.
Except as expressly stated in the preceding sentences of this paragraph, ATI makes no express or implied warranty with respect to the Services and Subscription Services and this Agreement, including but not limited to any warranty (1) of merchantability, fitness for a particular purpose, performance, suitability, or non–infringement; (2) relating to third–party products, software, or services; (3) Relating to the performance of the Services and Subscription Services; or (4) regarding the results to be obtained from the services, Subscription Services, or the results of any recommendation by ATI.
13. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
ATI warrants that the Product and Services developed and / or provided under this Agreement will not knowingly infringe any third–party intellectual property rights including the copyright, trademark, patent, or other proprietary right of any third party or knowingly constitute a misuse of misappropriation of a trade secret.
ATI shall defend, indemnify and hold Client harmless against any loss, damage or expense or cost, arising out of a Claim that is based on the allegation that the Client’s use of the Product or Services under this Agreement infringes any patent, trademark, copyright, or infringes any right of a third party, or constitutes misuse or misappropriation of any trade secret. ATI’s indemnification obligation does not apply to Services and Product (or portions of them) that are: (i) modified by anyone other than ATI or its agents, if the alleged infringement relates to that modification; (ii) created according to a plans or specifications created or provided by or on behalf of Client; (iii) combined with other products, processes or materials, where the alleged infringement relates to that combination; (iv) used by Client after Client was notified of the allegedly infringing activity or after being informed of modifications that would have avoided the alleged infringement; (v) Client Content; or (vi) not used in accordance with the terms and conditions of this Agreement and Exhibit A.
Client agrees to indemnify and hold ATI harmless from and against any and all claims, lawsuits, costs (including reasonable attorney Fee and expenses), liabilities, damages, fines, settlements or any other expense that may be incurred or asserted against either party arising out of, or related in any way to the Client Content, or Client’s use of the Services, or from any breach by Client of any representation or warranty or covenants given by Client in this Agreement or Client’s own negligence or the negligence of Client’s employees, agents, or representatives.
15. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ATI OR CLIENT OR THEIR RESPECTIVE SUPPLIERS OR RESELLERS (IF ANY) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT AND THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, LOST DATA, LOST PROFITS, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, EACH OF ATI’S AND CLIENT’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES PAID TO ATI BY CLIENT (LESS ANY REPAYMENTS AND REFUNDS) PURSUANT TO THIS AGREEMENT, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF ATI OR CLIENT (AS APPROPRIATE) TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ATI IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY CLIENT OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND SUBSCRIPTION SERVICES AND FOR ANY MATERIAL LINKED THROUGH SUCH CONTENT.
16. MISCELLANEOUS
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.
This Agreement may be amended in writing only when signed by both parties.
If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.
The controlling language of this Agreement is English. If the Client has received a translation into another language, it has been provided for the Client’s convenience only.
A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
The Client may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of the Client’s assets to another entity.
This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
The relationship between ATI and Client is that of independent contractors and neither the Client nor its agents shall have any authority to bind ATI in any way.
Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Ohio, and is intended to be supplemental to any local, state or federal law or regulation regarding the same. Any inconsistency between any law or regulation and this Agreement is to be interpreted so as to provide ATI the greater protection. The parties agree hereto consent to and agree that jurisdiction for any dispute arising out of this Agreement whatsoever, or the enforcement of the remedies granted herein, shall be instituted and maintained only in the Court of Common Pleas of Mahoning County, Ohio or the United States District Court sitting in Mahoning County, Ohio.
The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.
ATI may use Client’s name in any Client reference list or in any press release issued by ATI regarding the licensing of the Product and/or provide Client’s name and the names of the Product licensed by Client to third parties.
Parties agree to keep confidential all aspects of this Services Agreement.
Client shall not refer to iDecide presentations as “videos” and shall instead use the term “interactive presentation” (or other terms as may be approved by ATI) in its official written or verbal communications.
The parties have electronically executed this Services Agreement as of the Purchase Date.
EXHIBIT A
The ‘Product’ shall be a Client–branded presentation for use with the proprietary software known as iDecide.
Client shall pay for the development of one custom iDecide presentation as described on the WWW.IDECIDE.COM. Edits to existing presentations shall be billed at $100 per hour, not to exceed the cost of a new presentation at the then current price.
Client is to provide all video content, company logos, existing graphic assets, and other Client Content, along with access to relevant information and any resources necessary to complete the Product in a timely manner.
Client shall receive 20% of all subscription fees collected from subscribers using their presentation, minus chargebacks and 5% administration fee, by the 15th of each month for all fees collected the previous calendar month, provided there is a minimum of $100 due Client. If the minimum $100 commission due is not reached, commissions shall roll to the following month. If the minimum $100 commission is not met for 3 consecutive months, the account shall be considered inactive and no further commissions will be paid.
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