This Terms of Use Agreement
("Agreement") governs our relationship with users and
others who interact with Invent Spark, Inc., a corporation
with headquarters in Minneapolis, Minnesota (“Invent
Spark”). By using or accessing Invent Spark’s website (www.inventspark.com)
or sign up for the Newsletter, you agree to this
Agreement.
1.
Permitted Use
Invent
Spark operates an online invention and innovation
marketplace that enables inventors to post their invention
to the database and submit to product searches being
conducted by Invent Spark on behalf of product seekers,
such as manufacturers and retailers. The content and
software on this site is the property of Invent Spark and
is protected by United States and international copyright
laws. No information may be duplicated, downloaded,
published, modified, or otherwise distributed unless
specifically authorized by Invent Spark to do so. Unless
agreed to in writing by Invent Spark, use of Invent
Spark’s website by any competitor company is strictly
prohibited. Unless you have received prior written
permission from Invent Spark you may not: (i) post,
transmit, copy, modify, create derivative works from,
distribute, sell, or republish anything you obtain or
download from the Site; or (ii) engage in systematic
retrieval of data or other content from the Site.
2.
Links to the Invent Spark Website
If you
would like to link to the Invent Spark website, you may do
so without the permission of Invent Spark. Unless
specifically authorized by Invent Spark, you may not
connect “deep links” to the Invent Spark website, i.e,
create links to this site that bypass the home page or
other parts of the Site. You may not mirror or frame the
home page or any other pages of this Site on any other web
site or web page.
3.
Prohibited Activities
The
following is a partial list of the kinds of activities
that are prohibited on or through the Invent Spark
website: (a) submitting content that is patently offensive
to the online community, such as content that promotes
racism, bigotry, hatred or physical harm of any kind
against any group or individual; (b) engaging in
activities or submitting content that could be harmful to
minors, infringes someone else’s rights or otherwise
violates the law; (c) engaging in activity or submitting
content that harasses or advocates harassment of another
person; (d) engaging in activity that involves the
transmission of "junk mail" or unsolicited mass mailing or
"spam" to Invent Spark users or others; (e) engaging in
activity or submitting content, or promoting information,
that is fraudulent, false or misleading or promotes
illegal activities or conduct that is abusive,
threatening, obscene, defamatory or libelous; (f)
submitting content that contains restricted or
password-only access pages, or hidden pages or images; (g)
submitting content that displays pornographic or sexually
explicit content of any kind; (h) submitting content that
provides instructional information about illegal
activities such as making or buying illegal weapons,
violating someone's privacy, or providing or creating
computer viruses; (i) engaging in activities or submitting
content that solicit passwords or personally identifiable
information for unlawful purposes from other users; (j)
engaging in commercial activities and/or sales without our
prior written consent, such as contests, sweepstakes,
barter, advertising and pyramid schemes; (k) facilitating
or encouraging others to violate this Agreement; (l) using
any robot, spider or other automatic device, or a manual
process, to monitor or copy web pages or the content
contained in the Invent Spark website or for any other
unauthorized purpose without our prior expressed written
permission; (m) using any device, software or routine to
interfere or attempt to interfere with the proper working
of the Invent Spark website; (n) decompiling, reverse
engineering, disassembling or otherwise attempting to
obtain the source code for the software; (o) taking any
action that imposes an unreasonable or disproportionately
large load on Invent Spark’s hardware and software
infrastructure; or (p) posting anyone’s identification
documents or sensitive financial
information (collectively, "Prohibited
Activities").
4.
Privacy
Use of
the Invent Spark website is governed by our Privacy Policy,
which is incorporated into this Agreement by this
reference.
5.
Listing Inventions to the Invent Spark Website
By listing an invention or product
idea ("Invention") to the Invent Spark website, you agree
to the following:
A.
Intellectual Property
Invent
Spark advises that users of the Invent Spark website
should protect their intellectual property adequately
prior to disclosing their Invention or making it publicly
known. This may include filing for patents,
trademarks and copyrights or having others sign a
nondisclosure agreement if the Invention is not patented
or if the inventor is disclosing other knowhow or trade
secret information. Although not required, Invent
Spark strongly recommends that users at least file a
provisional application for patent prior to listing their
Invention to the Invent Spark website.
B.
Representations and Warranties
You
represent and warrant that, to the best of your knowledge,
the Invention that you post was invented by you or a party
that you represent, and is free from claims by a third
party.
C. Release and Indemnify
By
listing your Invention to the Invent Spark website, you
acknowledge that third parties will have access to the
information that you post and that Invent Spark is not
responsible for activity or conduct by any third party who
views the information about your Invention on the Invent
Spark website. In the event that you have a dispute
with any third party in any way relating to the Invention
listed on the Invent Spark website, you agree to release and indemnify
Invent Spark, its directors, officers, employees and
agents from any claim, known and unknown, arising out of
or in any way connected with any claim you have against
such third parties.
6.
Payments
If you post an invention in our
database, thus
acquiring services provided by Invent Spark for a fee, you agree to Invent
Spark’s Billing Policies.
7.
Forums
The
Invent Spark website may offer message boards, bulletin
boards, chat rooms or other forums ("Forums")
to give Users 18 years of age and older an interesting and
stimulating forum in which they can express their opinions
and share their ideas. Invent Spark and its Affiliates do
not endorse the accuracy or reliability of any advice,
opinion, statement or information posted on these Forums.
Please use your best judgment, and be respectful of other
individuals using these Forums. By visiting the Forum and/or posting a message in
the Forum, you agree to abide by this Agreement. You may
not use the Forums to engage in any Prohibited
Activities. Uploading copyrighted or other proprietary
content of any kind on the Invent Spark website without
the express permission of the owner of that content is
prohibited and may result in civil and/or criminal
liability.
8.
Termination
You
understand and agree that in Invent Spark’s sole
discretion, and without prior notice, your access to the
Invent Spark website may be terminated or suspended, and
Invent Spark may exercise any other remedy available and
remove any content, if Invent Spark believes that your use
of the Invent Spark website and/or any content you provide
(a) violate (i) this Agreement, (ii) the rights of Invent
Spark, any affiliate or licensor, or another user of the
Invent Spark website, or (iii) any law or regulation, or
are otherwise objectionable or inappropriate or (b)
constitute fraudulent activity of any nature. You agree
that monetary damages may not provide a sufficient remedy
to Invent Spark for violations of this Agreement, and you
consent to injunctive or other equitable relief for such
violations without the requirement that Invent Spark post
a bond. Invent Spark is not required to provide any refund
to you if you are terminated as an authorized user of the
Invent Spark website because, in Invent Spark's sole
discretion, you have violated this Agreement.
9. No Legal Advice
Invent Spark seeks to provide the users of the Invent
Spark website with a means of promoting an invention and
connecting with companies or service providers that may be
interested in commercializing or working with an
invention. Invent Spark is not a law firm, and its employees are not attorneys, nor does
Invent Spark provide legal services or legal advice in any
way. Nothing in the Invent Spark website should be
construed as a replacement for legal counsel. Invent
Spark strongly recommends that users of the Invent Spark
website consult independent legal counsel when conducting
any transactions relating to their inventions.
10.
Disclaimers
Invent
Spark is not responsible for any incorrect, inaccurate or
inappropriate content posted on the Invent Spark website.
Inventions or comments posted by users on the Invent Spark
website may contain links to other websites. Invent Spark
is not responsible for the content, accuracy or opinions
expressed on such websites, and such websites are in no
way investigated, monitored or checked for accuracy or
completeness by Invent Spark. Inclusion of any linked
website on the Invent Spark website does not imply
approval or endorsement of the linked website by Invent
Spark. When you access these third-party sites, you do so
at your own risk and Invent Spark advises that you engage in appropriate due diligence. Invent Spark takes no responsibility for
third party advertisements which are posted on this Invent
Spark website, nor does it take any responsibility for the
goods or services provided by its advertisers. Invent
Spark is not responsible for the conduct, whether online
or offline, of any user of the Invent Spark website.
Invent Spark assumes no responsibility for any error,
omission, interruption, deletion, defect, delay in
operation or transmission, communications line failure,
theft or destruction or unauthorized access to, or
alteration of, any user communication. Invent Spark is not
responsible for any problems or technical malfunction of
any telephone network or lines, computer online systems,
servers or providers, computer equipment, software,
failure of any email or players due to technical problems
or traffic congestion on the Internet or on the Invent
Spark website or combination thereof, including any injury
or damage to users or to any person's computer related to
or resulting from participation or downloading materials
in connection with the Invent Spark website. Under no
circumstances shall Invent Spark be responsible for any
loss or damage, including personal injury or death,
resulting from use of the Invent Spark website, attendance
at a Invent Spark event, from any content posted on or
through the Invent Spark website, or from the conduct of
any users of the Invent Spark website, whether online or
offline.
11.
Limited Liability
WE TRY TO
KEEP INVENT SPARK UP, BUG-FREE, AND SAFE, BUT YOU USE THE
INVENT SPARK WEBSITE AT YOUR OWN RISK. WE ARE PROVIDING
THE INVENT SPARK WEBSITE "AS IS"
WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE
DO NOT GUARANTEE THAT THE INVENT SPARK WEBSITE WILL BE SAFE OR SECURE.
INVENT SPARK IS NOT RESPONSIBLE FOR THE ACTIONS OR CONTENT
OF THIRD PARTIES, AND YOU RELEASE INVENT SPARK, OUR DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND
DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY
CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD
PARTIES. INVENT SPARK WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS
OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, EVEN IF INVENT SPARK HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. INVENT SPARK'S AGGREGATE LIABILITY
ARISING OUT OF THIS AGREEMENT WILL NOT
EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT
YOU HAVE PAID INVENT SPARK IN THE PAST TWELVE MONTHS. APPLICABLE LAW
MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH
CASES, INVENT SPARK'S LIABILITY WILL BE LIMITED TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12.
Disputes
You will
resolve any claim, cause of action or dispute ("claim")
you have with us arising out of or relating to this
Agreement or Invent Spark in a state or federal court
located in Hennepin County. The laws of the State of
Minnesota will govern this Agreement, as well as any claim
that might arise between you and us, without regard to
conflict of law provisions. You agree to submit to the
personal jurisdiction of the courts located in Hennepin
County, Minnesota for the purpose of litigating all such
claims.
13.
Indemnity
You agree
to indemnify and hold Invent Spark, its subsidiaries, and
affiliates, and their respective officers, agents,
partners and employees, harmless from any loss, liability,
claim, or demand, including reasonable attorneys' fees,
made by any third party due to or arising out of your use
of the Invent Spark website in violation of this Agreement
and/or arising from a breach of this Agreement and/or any
breach of your representations and warranties set forth
above and/or if any content that you post on the Invent
Spark website or through Invent Spark services causes
Invent Spark to be liable to another.
14.
Other
This
Agreement makes up the entire agreement between the
parties regarding Invent Spark, and supersedes any prior
agreements. If any portion of this Agreement is found to
be unenforceable, the remaining portion will remain in
full force and effect. If Invent Spark fails to enforce
any of this Agreement, it will not be considered a waiver.
Any amendment to or waiver of this Agreement must be made
in writing and signed by Invent Spark. You shall not
transfer any of your rights or obligations under this
Agreement to anyone else without the consent of Invent
Spark. All of Invent Spark’s rights and obligations under
this Agreement are freely assignable by us in connection
with a merger, acquisition, or sale of assets, or by
operation of law or otherwise. Nothing in this Agreement
shall prevent Invent spark from complying with the law.
This Agreement does not confer any third party
beneficiary rights. |
