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Terms & Conditions

Introduction

This is a legally binding agreement (“T&C”) governing Your (“You”, “Your”) access and use of our sites, mobile apps, products and services (collectively the “Service”) and all data, files, content or material uploaded, downloaded, produced, viewed or otherwise accessed through our Service (collectively the “Content”).

The Service is provided by Jouster FZE, with offices at Creative Tower, Creative City, Fujairah, United Arab Emirates, doing business as IDEX Innovation & Project Management Software - in short referred to as “IDEX Innovation”, “IDEX”, “Jouster”, “Us”, or “We”. Together You and IDEX make out the “Parties” of these T&C (individually the “Party”). By visiting one of our websites or otherwise making use of parts of Our Service, You are considered a “User” of our Services.

By using IDEX, you agree to these T&C. If You do not agree or comply with these T&C, You must not accept them and must not start or continue to use IDEX.

We reserve the right to adjust and change these T&C and any documents included by reference at any time. If a change is material we will let you know in advance. By continuing to use IDEX after the effective date, you agree to the new version.

Access to the Service

Account

IDEX will provide You with the ability to create and maintain a username, email, and password for accessing the Service (an IDEX “Account”). By accessing an IDEX Account, You agree to provide true, accurate, and complete information during registration and to update Your information during use to keep it current.

By accessing IDEX through an Account, you warrant (i) that you are 13 years of age or older, (ii) if you are the age of majority in your jurisdiction or over, that you have read, understood, and accept to be bound by the Terms, and (iii) if you are between 13 and the age of majority in your jurisdiction, that your legal guardian has reviewed and agrees to these Terms.

As Your email and password are personal and considered to be confidential information, You are at all times entirely liable for all acts and omissions by the people You have allowed to access the platform through Your Account. You are responsible for keeping Your IDEX Account safe and secure from unauthorized access and must notify Us promptly of any unauthorized use or security breach to Your Account.

Joining a Space

The Service might allow You to access a registered subdomain (a “Space”) identified with an URL (e.g. company.idexinnovation.com) and a name (e.g. Company Inc). A Space may also be hosted on your company’s subdomain. For example, if your company uses the domain acme.com, the Space URL might be ideas.acme.com or idex.acme.com. Spaces allow groups of participants who have a common interest or affiliation to share Content and collaborate.

You might access IDEX Spaces by logging in to or creating an Account (in which case You are referred to as a “Member”) or without logging in to or creating an Account for the Service (in which case You are referred to as a “Visitor”).

Any Space may contain Content not suitable for You. You can always choose to stop visiting a Space if You find it to be unsuitable in any way.

Space Ownership

IDEX might provide You with the ability to create and/or maintain a Space. Every such Space has one specific Member with more access and editing rights as well as overall responsibility, referred to in the T&C as the “Primary Owner Account”, “Primary Owner” or “Owner”. When registering a Space, You will be made a Member of the Space and assigned to be the Primary Owner Account. At any point in time there is one Primary Owner Account on every Space.

At the same time, every Space has one person or entity that is responsible for the activity on that Space, known as the “Customer”. You acknowledge and agree that by becoming a Member of a Space You can be assigned or have preassigned the role of an Owner Account and can be made responsible as a Customer.

If a Space is registered through an Account with a personal email and/or is registered for a personal cause that is not affiliated with a business, organization, brand or another entity, the Owner Account of the Space is personally responsible for the activity on the Space. In this case the Owner Account on the Space is considered to be the Customer and is also referred to as a “Personal Customer”.

If a Space is registered from an Account with a business email and/or for a company, business, organization, brand or similar, the Owner Account of the Space agrees to these T&C on behalf of the entity and acts as a representative for the entity. In this case the entity is considered to be the Customer and is also referred to as a “Business Customer”.

Inviting People

In using Our Service it may be possible for You to share invitation links, inviting people by email or in other ways make the Space available to more people. By sharing these invitation links or inviting people, or in other ways making it possible for people to join a Space, You accept that You can be held responsible for their conduct and the Content posted by them. You accept that You are responsible for keeping people that you allow access to the Space aware of their rights and these T&C, as well as ensuring the legality and lawfulness of them using the Service.

Third Party Services

IDEX reserves the right to use know-how, people or technology provided by a third-party to deliver parts of the Service under these T&C. This may include but is not limited to for example third-party payment processors, email infrastructure providers or User authentication. Please be advised that third-party Services might have their own terms and policies that govern Your conduct through terms, conditions and privacy policies in addition to these T&C. When working with third-party providers we only use established and industry leading service providers with good practices. We make sure we have written agreements that bind all third party Services used in Our Service to comply with data protection obligations not less protective than those in our Agreements.

Our Service may include links to websites and Content maintained by third-parties. IDEX is not responsible and is not liable for any connection to or reliance on Content of third-party websites or services. Our links to third-party websites or Content do not imply that We support, promote, guarantee or recommend any such Content or website, their views or their authors or owners.

In using our Service it may be possible for You to connect Content, Accounts or Spaces with third-party services. If You choose to connect Content, Accounts or Spaces on the Service with a third-party service (e.g. through an API, Webhook, Authentication, SSO or similar integration) You are responsible for what these third-party services do with this Content, including wanted or unwanted use, disclosure, loss, modification or deletion of any or all such Content, Accounts or Spaces. Please be advised that third-party Services might have their own terms and policies that govern Your rights and conduct.

If You are an individual located in jurisdictions outside of European Economic Area with laws and regulations governing personal data collection, use, and disclosure that differ from European Economic Area laws, please be aware that information we collect (including through the use of methods such as cookies and other web technologies) might be processed and stored in the European Economic Area or in other countries where we or our third-party services providers have operations.

By submitting personal information to IDEX and using IDEX, You expressly consent to having Your personal data transferred to, processed, and stored in the European Economic Area or another jurisdiction which may not offer the same level of privacy protection as those in the country where You reside or are a citizen.

Content on the Service

We may, at our sole discretion, from time to time allow You to upload, store, share, send or otherwise make available Content through our Service - for example by submitting a comment, creating an idea or uploading a file attachment.

Who Owns Content?

Content that You upload, store, share or send through our Service remains Your, or the original owner’s, intellectual property. In the event that you have an agreement with your employer or company that you are contracting with, and it is this employer/business that is the Primary Owner of the Space, then the intellectual property is assigned to the employer/business that you have an agreement with. IDEX does not receive ownership of any Content You or others submit to the Service in the course of using the Service. These T&C do not give us any rights to Your Content apart from the limited rights that enable us to run and improve our Service that are described in the following sections about Content on the Service.

We are not liable or responsible for any actions You take with Your or other Content in connection with the Service. IDEX does not generally monitor Spaces to review Content posted in them and is not responsible for any such Content.

By submitting Content to the Service You warrant that (i) You have the necessary ownership rights, licenses and consent to grant us the necessary rights to run and improve Our Service (ii) the Content itself, Your action of uploading, posting, communicating or otherwise making it available via the Service is in no way infringing or violating a third-party’s rights in any way and does not result in the violation of any law or regulation.

You acknowledge that You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Content that You submit. Furthermore, You are fully liable if such Content is infringing upon third-party rights, and accordingly agree to indemnify IDEX for all claims and losses related to such infringement and/or illegality.

You are aware that by submitting Content to IDEX You might be sharing it with other people. You are also aware that other Users on the Space with access to your content might choose to share, edit, make available to third-parties or otherwise take action on Content You submit to IDEX.

We reserve some rights to run the Service

IDEX allows You to upload, submit, store, send and receive Content. You retain ownership of any intellectual property rights that You hold in that Content. In short, what belongs to You stays Yours. But, to be able to serve the Content and to run the Service, we reserve a set of standardized rights.

You give Us the worldwide, royalty-free, non-exclusive, perpetual right to store, display, modify, edit, send, delete, scan, analyze, track, repackage and reproduce Your Content to the extent necessary to provide our Service - without further notice or consent from You. This right extends to partners and third-party services that we work together with to allow for a smooth operation of the Service. This allows the Service, for example, to display Your idea to other people after You have posted it, or to crop an image.

We reserve some rights to improve the Service

You consent that IDEX employees can use Your activities and Content on the Service to continuously optimize the performance and presentation of the Service. We reserve the right to publish our findings on an anonymized aggregate level. An example of an anonymized finding would be study of how many people, in general, comment on an idea they have also liked.

We also retain the right, but not the obligation, to directly access Your account data or a Space on invitation by a Member of a Space for purposes of technical maintenance, content oversight or investigation as well as general Customer support.

Any feedback or circumstantial analytical evidence knowingly given or unknowingly resulting from usage of using our Service can freely be exploited and shared by Us to improve Our Service or technology without this resulting in You having or receiving any rights or ownership of them.

Protecting Your Content

Protecting Your Content is a top-priority for Us. While we do try to minimize access to your Content in general We retain the right, but not the obligation, to generally monitor individual Spaces, Member, activity and Content.

We will only investigate individually the Content of Members or Spaces to determine if people comply with these T&C or to satisfy any law, regulation or valid authorized government request. Activity is monitored and analysed more frequently and can be used to improve Our Service, including Customer Support.

IDEX and its Employees shall retain the right, but not the obligation, to generally monitor and observe Your activities on Our Service to determine compliance with these T&C and to investigate Content to determine compliance with these T&C and any operating rules established by IDEX to satisfy any law, regulation or valid authorized government request.

Customer Responsibilities

You are solely responsible for what happens with your Space you own on the Service. As a Customer (having control of the Owner Account) it might, for example, be possible to enable, disable or otherwise change settings, options, access and editing rights, roles of Members and properties of the Space, invite people, share access, add third-party integrations and much more. The Customer of a Space is responsible for actions concerning the Space, including causing wanted or unwanted use, disclosure, loss, modification or deletion of any Content, Accounts or Spaces.

As a Customer you warrant that You are a human (not a bot) and at least 18 years old. You also warrant that You have sufficient capacity to enter into legally binding contracts and that You do not break any laws or regulations by entering into the Customer Agreement.

The Customer on a Space is considered an intermediary with the obligation to regulate actions and Content of Accounts with access to the Space. The Customer on a Space is at all times entirely liable for all acts and omissions by people actively or passively allowed to access the Space.

Subscriptions

Some of our Services are billed on a subscription basis (fittingly called “Subscription” and “Subscriptions”).

You agree to pay for Subscriptions that You purchase or use, according to the pricing and payment terms presented to You on an order form, on our Service, or in, in special circumstances, on a Subscription offer sent by one of Our employees (an “Offer”).

Billing Cycle and Billing Periods

You can choose to pay for a Subscription either on a monthly basis (“Monthly Billing”) or on a yearly basis (“Yearly Billing”). This “Billing Cycle” governs the length of the “Billing Period”, the time for which a Subscription is paid.

A Billing Period is entered when a Subscription begins or is modified or when You change Your Billing Cycle. The day a Billing Period commences is called the “Start Date” of a Billing Period. The “End Date” of a Billing Period depends on the Billing Cycle.

With Monthly Billing, the End Date of a Billing Period is on, or close to the same date the next month. For example, if You are paying with Monthly Billing and You start a Subscription on the 15th of October, You will have the 15th of November as the End Date for the Billing Period.

With Yearly Billing, the End Date of a Billing Period is on, or close to the same date the next year. For example, if You are paying with Yearly Billing, starting a Subscription on the 15th of October will have the 15th of October in the next Year as the End Date for the Billing Period.

In the case that the Start Date is close to the end of the Month, You can experience that the End Date over time will shift back some days to stay within the Month. For example, a Customer with Monthly Billing entering a Billing Period with a Start Date on October 31 will have a corresponding End Date on November 30. The End Date will not automatically shift forward again in longer months.

Automatic Renewal and Recurring Billing

You hereby agree to automatic renewal of Subscriptions. This means that any Subscription You purchase will renew at the end of its Billing Period, unless You cancel it before.

By registering a credit card with IDEX, You hereby agree to recurring billing. You authorized Us (or a designated third-party provider) to bill and automatically charge Your Credit Card on the (or close to the) same date every Billing Period, starting from the time a Subscription is bought or updated or You change Your Billing Cycle. What You are paying for depends on Your choice of Subscription and can be seen at checkout, on Our pricing page or specified in an Offer.

Please be aware that the price of a Subscription might depend on certain usage parameters, for example the number of ideas collected on a Space. You hereby accept that any changes affecting a Subscription during a Billing Period (e.g upgrades, downgrades, additional or canceled subscriptions, additional usage, fees) are automatically reflected in the next bill sent to You.

Payment Terms, Taxes and Functionality

Payments for Subscriptions must always be made in advance and payment is due immediately when Subscribing and will be considered unpaid if it remains unpaid (7) days past the invoice date. In special circumstances, other methods of payments (e.g. a bank transfer) might be requested by IDEX. Costs of Subscriptions may include fees for payment card processing of up to 4% of a Subscription price. What the Customer is paying for depends on his or her choice of Subscription and can be seen at the checkout date.

IDEX Subscriptions are pre-paid and non-refundable. IDEX does in general not provide refunds or exchange for any partial time of use of its Service, any remaining Credits, data or Content except when required by law or explicitly stated in an Offer. In the event that the credit card registered with IDEX is invalid for payment for any reason, or an invoice has otherwise been left unpaid then the Customer will remain responsible for any uncollected amounts. In case of non-payment, we reserve the right to apply a monthly late fee of up to 2% of the outstanding amount.

All prices might be stated exclusive of taxes (VAT or otherwise), which may or may not be added to the price, depending on applicable law and Your legal residence. You are responsible for paying any applicable taxes or fees.

From time to time we might give insight into when and which new features on Our Service are expected to be available. Buying decisions should not depend on this information, as we cannot guarantee them. We reserve the right to adjust the prices, fees, functionality, and usage limits or other limitations for the Service and Subscriptions from time to time. Adjusted prices for active Subscriptions shall take effect earliest upon Your subsequent Billing Period of the Service following the date of the price change.

Trials

IDEX may offer limited-time access to paid Subscriptions (referred to as “Trials”). When using a Trial, You are granted access to the features of a given Subscription on a Space for a limited amount of time (the “Trial Period”), disclosed at the outset of the Trial.

If You have already registered payment information on the relevant Account or Space, the Trial will automatically turn into a paid Subscription with Monthly Billing at the end of the Trial period, if it is not canceled before.

Termination of Subscriptions

As a Customer, if You wish to cancel a Subscription, You may do so by contacting us directly. You may cancel a Monthly Subscription at any time and a Yearly Subscription at any time up to 30 days in advance of the end of the Billing Period. Access to the additional features or limits of the Subscription will stay accessible until the end of the Billing Period. At any point in time, only the Owner Account of a Space can set in motion the start, end or change of a Subscription of his or her Space.

If You successfully cancel or otherwise terminate a Subscription in a Billing Period, You will not have to pay for the next upcoming Billing Period. For example, if You are paying with Monthly Billing from 14th to 14th of each month and terminate the Subscription on the 13th of one month You will not be billed on the 14th of that month for the next Billing Period.

In case of non-payment for any reason or any violation of this Customer Agreement, IDEX shall be entitled - without liability - to immediately bar access to the Service and/or parts of the Service and/or bar access to paid Subscriptions, and/or to terminate a Space You are in control of. In practice, IDEX will make reasonable efforts to inform You of unsuccessful, invalid or missing payments before taking such steps.

Change or Suspension of Service

IDEX reserves the right, in its reasonable discretion, to suspend or end access to and use of the Service or parts of the Service for Accounts, Customers, Integrations and/or a Space (i) during planned downtime for upgrades and maintenance to the Service (known as “Planned Downtime”) (ii) during any unavailability caused by circumstances beyond IDEX’s reasonable control, such as, but not limited to, Events of Force Majeure, acts of government, acts of terror or civil unrest, technical failures beyond IDEX’s reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including, without limitation, distributed denial of service attacks (iii) if Accounts do not comply with the provisions laid out in these terms (iv) in the event that a Customer owes any amount to IDEX for any reason or (v) if We suspect or detect any Malicious Software connected to Your Account or a Space You are a part of.

IDEX has the right at its sole discretion to discontinue the Service and delete all Content for any reason at any time. In that event, IDEX will notify You 30 days in advance and make available a copy of Your Content during the time of notice as far as We consider technically and legally feasible.

Disclaimer of Warranty

We do Our best to build and operate a Service to high standards but we cannot guarantee everything.

Therefore, to the fullest extent possible by law, our Service is provided “as is” without any representations or warranties, express or implied. In other words, IDEX is always in beta. IDEX makes no representations or warranties in relation to our Service, its fitness for a certain purpose or the information and materials provided through our Service.

You agree that the Service may be updated, modified, changed, interrupted or discontinued at any time without notice or liability. We reserve the right to restrict or terminate Your access to the Service or parts of the Service at any time. We are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content or personalization settings submitted to our Service.

Limitation of Liability

You understand and agree that IDEX or any entity involved in creating, producing or distributing the Service will not under any circumstances be liable for any damages, including, without limitation, lost profits, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use or access of the Service or Content on the Service.

IDEX is not liable for the defamatory, offensive or illegal conduct of other people or third parties and that the risk of injury from these causes of actions rests entirely with You.

IDEX is not liable for any loss, damage, fees or misconduct resulting from unauthorized access of Your account caused by failure on Your side to safeguard the access to Your Account.

Neither IDEX nor any of its affiliates, information providers or other third party providers or partners are liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness of, the information contained within the Service or Content on the Service. No part of Our Service constitutes, or is meant to constitute, advice of any kind. If You require advice in relation to any legal or financial matter You should consult an appropriate professional.

IDEX may fully cooperate with any law enforcement requesting or directing IDEX to disclose confidential or private information or Content of any Account or Customer. You understand and agree that IDEX or any entity involved in creating, producing or distributing the Service will not under any circumstances be liable for any damages, including, without limitation, lost profits, direct, indirect, incidental, special, consequential or punitive damages arising out of such compliance or cooperation with law enforcement.

Any breach of the Community Guidelines with material consequences for IDEX will make You liable for damages suffered by IDEX and other people that it might cause harm to.

If IDEX is found liable for any event or circumstance resulting from these T&C with You, Our liability cannot exceed the amount charged to You by Us during the course of the last twelve (12) months.

Indemnification

You agree to defend, indemnify and hold harmless IDEX, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of Your use of IDEX. You are fully liable if Content You submit is infringing upon third party rights, and You accordingly agree to indemnify IDEX for all claims and losses related to such infringement and/or illegality. You acknowledge that the provisions of this section shall apply to all Content on the Service.

General Rules

Copyright and Ownership

IDEX, its look and feel and its logos are owned by IDEX and we reserve all rights. All other trademarks appearing on Our Service are the property of their respective owners.

You acknowledge that IDEX and its licensors retain all intellectual property rights and title, in and to, all of Our confidential Information and/or other proprietary information. This includes but is not limited to: products, services, concepts, techniques, inventions, processes, software or writing part of the Services provided by IDEX.

You understand that although We might use terms like “sell”, “own”, and “unlimited” - ownership of Our Service and technology remains with Us. No rights for IDEX technology and intellectual property are transferred. You understand that the Service is hosted online and You have no rights to access, copy and/or host the source code of Our technology. You are responsible for obtaining and maintaining, monetarily or otherwise, all telephone, computer hardware, software, internet service plans and other equipment needed for access to and use of IDEX and all charges related thereto.

Relationship of the Parties

These T&C do not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship amongst You and IDEX.

Survival of Terms

You agree that the provisions of these T&C that (by their nature) should survive termination will indeed survive any termination of these T&C. Any termination by either of the parties or the expiry of the term of these T&C shall only have effect for the future, and shall have no retroactive effects.

Severability

Should any provision in these T&C be held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by the applicable law. The remaining provisions of these T&C shall remain in full effect.

Should any provision in these T&C be held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by the applicable law. The remaining provisions of these T&C shall remain in full effect.

No Waiver

If IDEX does not explicitly exercise a particular right under these T&C, that does not waive them.

Entire Agreement

These T&C (including all documents included by reference into them) are the whole agreement between You and Us concerning Our Service.

We might choose to run contests, promotions or marketing campaigns through our Service that may be governed by a separate set of terms and conditions. If You choose to participate in any such contests, promotions or marketing campaigns please review the conditions that apply to them as they might conflict and override these T&C. Likewise, by accepting a sales offer that specifies or extends this agreement, additional conditions and policies might apply.

Governing Law

These T&C shall be governed by the substantive laws of England and Wales without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive jurisdiction of the United Kingdom, for the purpose of resolving any dispute relating to these T&C or access to or use of the Service.

Dispute Resolution

If You are considering filing a dispute or claim We encourage you to try to settle Your claim with Us on an informal basis for 21 days before doing so through formal channels. To do so, please contact us by sending a mail to info@idexltd.com with the subject line “Dispute Notice”.

Together we will try to settle on a solution within 21 days of Your email - if we fail to come to an agreement, You or IDEX are free to start a formal proceeding.

Any dispute arising out of, or in connection with, the T&C, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administered by The Chartered Institute of Arbitrators (CIArb) in accordance with the rules of arbitration procedure adopted by The Chartered Institute of Arbitrators (CIArb) and in force at the time when such proceedings are commenced.

You can only resolve disputes and arbitration with IDEX on an individual basis, not in a collective, consolidated or class action lawsuit. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.

Notice

All notices under the T&C will be served by mail to Your email address on record in Your Account information. Notices to IDEX shall be sent by email to info@idexltd.com. Any such notice shall be deemed to have been given upon the expiration of 72 hours after mailing or posting (if sent by mail or pre-paid post) or 24 hours after sending (if sent by email).

Force Majeure

Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, Events of Force Majeure, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services). The performance of these T&C shall then be suspended for as long as any such event will prevent the affected party from performing its required obligations under these T&C.

Questions?

Please contact us at info@idexltd.com