Terms of Use
Welcome to the websites, tools, social media pages, services, content, applications, and other offerings provided by Ideamix LLC (“Ideamix,” “we,” “us,” or “our”) (collectively, the “Services”). These Terms of Use (the “Agreement”) govern your access to and use of the Services. Please read this Agreement carefully. This is a legal contract between you (“you” or “user”) and us. Please also carefully review our Privacy Policy, prior to using the Services.
By accessing, using or interacting with the Services, accessing, using or interacting with any content, information, services, features or resources available or enabled via the Services, clicking on a button or taking another action to signify your acceptance of this Agreement, you hereby: (a) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (b) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (c) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
ARBITRATION NOTICE: Unless you opt out of arbitration within 30 days of the date you first agree to this Agreement by following the opt-out procedure specified in Section 15.6 below, and except for certain types of disputes described in Section 15.1 below, you agree that disputes between you and Ideamix will be resolved by binding, individual arbitration and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Subject to Section 15.9 of this Agreement, Ideamix reserves the right to modify this Agreement or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.
If you have any questions about this Agreement, please contact Ideamix at info@theideamix.com.
1. Your Responsibilities
You are responsible for obtaining and maintaining at your own cost all equipment and services needed to access and use the Services. When you register with us and each time you access the Services, you may be providing certain information about yourself. You acknowledge and agree that we may use any information that we obtain about you in accordance with the provisions of our Privacy Policy. If you elect to register with us, you agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times.
In addition, you agree not to use the Services to: (a) violate any local, state, national, or international law or regulation; (b) transmit any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (c) infringe, misappropriate or violate the intellectual property rights of any third party, including by publishing, posting, submitting, uploading, sharing or transmitting any content or material in a manner that infringes, misappropriates or otherwise violates any such third-party intellectual property rights; (d) transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; (e) transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) stalk, harass, or harm another individual, including revealing the real name of any fellow user that has chosen to use an alias on the Services; (g) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; (h) use any “robot,” ‘spider,” “rover,” ‘scraper” or any other data-mining technology or automatic or manual process to monitor, cache, frame, mask, extract data from, copy or distribute any data from the Services, our network or databases; or (i) interfere with or disrupt the Services or servers or our networks, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services.
If you choose, you may share certain aspects of the Services on or through your social network service accounts, via mobile messaging and via email, or through the social sharing functionality we’ve implemented through certain of the Services. You agree to engage in such sharing only with recipients that you know would not object to receipt of such Services and take full responsibility for any liability you might incur for unwelcomed or inappropriate sharing. If you share via your one of your social network services accounts, that sharing will be subject to the privacy settings you set in that social network services account and that social network services account’s terms of use and privacy policy.
2. User Content
We do not claim ownership of any content, information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials you submit for display or distribution to others through the Services (collectively, “User Content”). As between you and us, you own all rights to your User Content. However, you hereby grant to us and our affiliates, agents, employees, representatives, sublicensees, successors and assigns a worldwide, irrevocable, perpetual, non-exclusive, transferrable, royalty-free, fully paid-up license (sublicensable through multiple tiers) to use, distribute, syndicate, license, reproduce, modify, adapt, publish, translate, publicly perform, create derivative works of, publicly display and otherwise exploit your User Content (in whole or in part) for any purpose and in any format or medium now known or later developed; provided, however, that our exercise of our rights under the foregoing license shall at all times be subject to the limitations upon disclosure of your User Content imposed on us under our Privacy Policy.
We reserve the right to display advertisements in connection with User Content and to use User Content for advertising and promotional purposes without any compensation to you. These advertisements may be targeted to the content or information stored on the Services. In consideration for us granting you access and use of the Services, you acknowledge and agree that we may place such advertisements throughout our Services.
We do not pre-screen User Content, and you acknowledge and agree that you are solely responsible for all of your User Content. We are not required to host, display, or distribute any User Content, and may remove at any time or refuse any User Content in our sole discretion. We are not responsible for any loss, theft or damage of any kind to any User Content. You represent and warrant that your User Content and our authorized use of such submissions do not and will not infringe, misappropriate or otherwise violate the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights), and that own your User Content or have all rights necessary to grant us the licenses under this Agreement. You, and not we, are responsible for any consequences of sharing personal information about yourself on public areas of the Service, such as your home address or the home address of others.
We own all rights, title, and interests in and to any modification, development, enhancement, compilation, collective work or other derivative work created by us using or incorporating your User Content, including any intellectual property rights therein. When you use a feature on the Services that allows users to share, transform, readapt, modify, or combine User Content with other content, you grant us and our users a worldwide, irrevocable, perpetual, non-exclusive, transferrable, royalty-free, fully paid-up license (sublicensable through multiple tiers) to use, distribute, syndicate, license, reproduce, modify, adapt, publish, translate, publicly perform, create derivative works of, publicly display and otherwise exploit your User Content (in whole or in part) for any purpose and in any format or medium now known or later developed and to permit any derivative works to be licensed under these same license terms. The rights granted under this Section 2 will survive the termination of this Agreement.
All content and materials provided on the Services are intended for general information, general discussion, education, and entertainment purposes only. Do not construe that such content is either endorsed or verified by us. THE SERVICES ARE PROVIDED “AS IS,” AND YOUR USE OR RELIANCE ON THE SERVICES, INCLUDING ANY CONTENT OR MATERIALS THEREIN, IS SOLELY AT YOUR OWN RISK.
3. Feedback
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at info@theideamix.com. If you provide us any Feedback, you grant us a worldwide, irrevocable, perpetual, non-exclusive, transferrable, royalty-free, fully paid-up license (sublicensable through multiple tiers) under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
4. Ownership of and License to Use Ideamix Properties
Use of the Services: Except with respect to User Content, Ideamix and its third-party service providers own all right, title and interest in and to the Services. The Services are protected by copyright and other intellectual property laws throughout the world. Subject to this Agreement, Ideamix grants you a non-exclusive, non-sublicensable, non-transferrable, revocable, limited license to use the Services solely for your personal non-commercial purposes. Any future release, update or other addition to the Services shall be subject to this Agreement. Ideamix and its third-party service providers reserve all rights not granted in this Agreement.
Trademarks: Ideamix’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Ideamix and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
5. Restrictions on Use of Services
The rights granted to you in this Agreement are subject to the following restrictions:
- you shall not license, sublicense, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services;
- you shall not frame or use framing techniques to enclose any trademark, logo or Services (including images, text, page layout or form) of Ideamix;
- you shall not infringe, misappropriate or violate the intellectual property rights of any third party through your use of the Services, including by publishing, posting, submitting, uploading, sharing or transmitting any content or material in a manner that infringes, misappropriates or otherwise violates any such third-party intellectual property rights;
- you shall not use any metatags or other “hidden text” using Ideamix’s name or trademarks;
- you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law;
- you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
- you shall not access the Services to build a similar or competitive website, application or service;
- except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means;
- you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
- you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; and
- you shall not attempt to harm our Services, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Services. Any unauthorized use of the Services terminates the licenses granted by Ideamix pursuant to this Agreement.
6. Copyright Infringement
We respect the intellectual property rights of others. Accordingly, we have a policy of removing User Content that violates copyright law, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of copyright law, and/or terminating in appropriate circumstances the account of any user who uses the Services in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe a user of the Services is infringing your copyright, please provide written notice to us for notice of claims of copyright infringement: info@theideamix.com
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; (d) contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. Please do not send notices or inquiries unrelated to alleged copyright infringement to us.
7. Termination and Modification
At its sole discretion, Ideamix may modify or discontinue all or any aspect of the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, Ideamix reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to Ideamix for Services purchased will remain due.
YOU ACKNOWLEDGE AND AGREE THAT IDEAMIX SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR REMOVING YOUR USER SUBMISSIONS OR SUSPENDING OR EXERCISING ITS RIGHT TO MODIFY OR DISCONTINUE THE SERVICES.
Upon termination, we have no obligation to retain, store, or provide you with any data, information or other content, including User Content, that you uploaded, stored, or transferred on or through the Services. You may discontinue your participation in and access to the Services at any time.
8. Fees
We reserve the right at any time to charge fees for access to the Services or to any specific new feature or content that we may introduce from time to time. In no event will you be charged for access to any Services unless we obtain your prior agreement to pay such fees. If you do not consent to the payment of such fees, however, you may not have access to paid content or services. Details regarding the content or services you will receive in exchange for fees, as well as the payment terms and conditions that apply, will be disclosed to you prior to your agreement to pay such fees. You agree to pay such fees if you sign up for any fee-based service. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) this Agreement.
9. Password and Security
You are responsible for maintaining the confidentiality of your password to access the Services, and you are solely responsible for all activities that occur under your password. You agree to immediately notify us of any unauthorized use of your password or any other breach of security related to the Services. We reserve the right to require you to alter your password if we believe that your password is no longer secure.
YOU ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD.
10. Third-Party Links and Content
The Services may contain links to third-party content and services, including third-party websites, applications, or ads (“Third-Party Content”). When you click on such a link, we will not warn you that you have left the Services. Ideamix does not control and is not responsible for Third-Party Content. Ideamix provides links to Third-Party Content only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third-Party Content, or any content, products or services accessible in connection therewith. Your access to and use of all Third-Party Content is at your own risk, and you acknowledge and accept sole responsibility for your use of any Third-Party Content.
11. Indemnification
You agree to indemnify and hold Ideamix, its subsidiaries and affiliates, and their respective officers, directors, employees, agents, representatives, partners and licensors (collectively, the “Ideamix Indemnified Parties”) harmless from any and all damages, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any claims concerning: (a) your User Content; (b) your misuse of the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any users; or (e) your violation of any applicable laws, rules or regulations.
Ideamix reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Ideamix in asserting any available defenses. This provision does not require you to indemnify any of the Ideamix Indemnified Parties for such party’s gross negligence, fraud, or intentional or willful misconduct. You acknowledge and agree that the provisions in this section will survive any termination of this Agreement or your access to the Services.
12. Disclaimer of Warranties
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. WE PROVIDE THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). IDEAMIX MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. YOU ACKNOWLEDGE AND AGREE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE SERVICES IS NOT GUARANTEED AND THAT WE SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE SERVICES OR THEIR UNAVAILABILITY. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IDEAMIX OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE IDEAMIX INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT IDEAMIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE IDEAMIX INDEMNIFIED PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO IDEAMIX BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY OR (B) ONE HUNDRED DOLLARS ($100).
THE IDEAMIX INDEMNIFIED PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN IDEAMIX AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
14. International Users
The Services are based in the United States. Ideamix makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
15. Dispute Resolution
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires you to arbitrate most disputes with Ideamix and limits the manner in which you can seek relief from us.
15.1 Applicability of Arbitration Agreement. You agree that any dispute between you and us relating in any way to the Services, our advertising or marketing practices, or this Agreement, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (b) you or Ideamix may seek equitable relief in court for infringement, misappropriation or other violation of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH IDEAMIX, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST IDEAMIX ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING COVERED CLAIMS AGAINST IDEAMIX ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS ARBITRATION AGREEMENT.
15.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim addressed to Ideamix at info@theideamix.com. Any dispute shall be submitted to confidential arbitration before a single arbitrator. The arbitration shall be administered by JAMS and conducted pursuant to its Streamlined Rules, including its rules governing selection of an arbitrator and exchange of information and documents.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding any provision of the Streamlined Rules, any dispute is subject to the applicable statute of limitations under New York law. The arbitrator will have the authority to decide whether any dispute is barred by the statute of limitations, and, if so, to dismiss the arbitration on that basis. The arbitrator shall have the authority to determine the extent of his/her authority under this Agreement. No discovery shall be had or conducted in any arbitration commenced hereunder except pursuant to the provisions of the Streamlined Rules.
15.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator will decide the rights and liabilities, if any, of you and Ideamix. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and this Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
15.4 Waiver of Jury Trial. YOU AND IDEAMIX HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
You and Ideamix are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
15.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE FOR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Notwithstanding anything to the contrary herein, in the event that this Section 15.5 is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor we shall be entitled to arbitration of such claim or dispute and instead the applicable claim or dispute shall be resolved in a court as set forth in Section 16.4.
15.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: info@theideamix.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us. If you do not provide Ideamix with a timely notice of your decision to opt out, you will be deemed to have knowingly and intentionally waived your right to litigate any dispute except as expressly set forth in Section 15.1
15.7 Severability. Subject to Section 15.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
15.8 Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of the Agreement or your relationship with Ideamix.
15.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Ideamix makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) of which you had already provided notice to Ideamix.
16. General Provisions
16.1 Electronic Communications. The communications between you and Ideamix use electronic means, whether you visit the Services or send Ideamix e-mails, or whether Ideamix posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Ideamix in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications and documents that Ideamix provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in “writing.” The foregoing sentence does not affect your statutory rights.
16.2 Assignment. This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Ideamix’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Ideamix may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
16.3 Force Majeure. Ideamix shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
16.4 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Ideamix agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state courts in New York, New York or federal courts located in the Southern District of New York.
16.5 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of NEW YORK, consistent with the Federal Arbitration Act, without giving effect to any conflict of law or other principles that provide for the application of the law of another jurisdiction.
16.6 Notice. Any notices or other communications provided by Ideamix under this Agreement, including those regarding modifications to this Agreement, will be given by Ideamix via e-mail or provided through the Services. Where Ideamix requires that you provide an e-mail address, you are responsible for providing Ideamix with your most current e-mail address. In the event that the last e-mail address you provided to Ideamix is not valid, or for any reason is not capable of delivering to you any notices required / permitted by this Agreement, Ideamix’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Ideamix at the following address: info@theideamix.com.
For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted, and for notices made through the Services, the date of access of the Services with such notice will be deemed the date on which such notice is transmitted.
16.7 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
16.8 Severability. Subject to Section 15.5, if any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
16.9 Export Control. You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (x) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law.
16.10 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.