Inventables Terms of Use Agreement

This Inventables Terms of Use Agreement (this “Agreement”), which is a legal agreement between you (either “Customer” or “you”) and Inventables (“Inventables” or “us”), shall govern your use of and access to Inventables’ on-line database service (the “Service”), which is accessible at Inventables’ website located at http://designaid.inventables.com (the “Website”).  References in this Agreement to Customer and/or you shall, (a) in the case of an Inventables subscriber who is an individual (“Individual Subscriber”), refer solely to such individual, and (b) in the case of an Inventables subscriber who is a corporation, partnership, limited liability company or any other type of legal entity (referred to herein as a “Company Subscriber”), refer to such legal entity and all employees and agents of such entity.  By checking the box and clicking the “I Agree” button at the end of the this Agreement, and by accessing or using the Service thereafter, you (x) accept this Agreement and agree to be bound by each of its terms, (y) reaffirm your acceptance of the Inventables Subscription Terms and Conditions, and (z) represent and warrant to Inventables that (i) you have the authority to enter into this Agreement both individually and, in the case of a Company Subscriber, on behalf of your company, (ii) this Agreement is binding and enforceable against you and your company, and (iii) you have read and understand Inventables’ Privacy Statement, the terms of which are hereby incorporated by reference, and agree to abide by such policies for the duration of the term of this Agreement.  If you do not agree with any of the terms contained herein, you should click the “I do not Agree” button at the end of this Agreement and immediately cease any and all use of the Service.

1.             Changes to Agreement, Service and Website.  Inventables may amend any part of this Agreement at any time, and the amended terms will be effective 10 days after initial posting at the Website.  In addition, Inventables may, without prior notice, add, delete or modify some or all of the Service and/or content available on the Website at any time in its sole discretion.  Further, Inventables may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics.  IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, YOU SHOULD IMMEDIATELY DISCONTINUE USE OF THE SERVICE.  YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE BY YOU OF SUCH RULES, CHANGES AND/OR MODIFICATIONS.

2.             Accessing the Service.  As part of the registration process, you will select a password and a subscriber ID to access the Service.  So long as you are a paid subscriber to either the Inventables’ Inventables Basic Subscription or the Inventables’ Inventables Deluxe Subscription (either, a “Subscription”), your ID and password will remain active and you will be permitted to access and use the Service.  In the event that you elect not to renew a Subscription, you will be permitted to access and use the Service for a period of 12 months following the date of on which the last Inventables issue was mailed to you under such Subscription.  Upon the expiration of such 12-month period, your registration hereunder will be deemed to be expired and you will no longer have access to the Service.  If you elect to purchase an additional Subscription at some point following the expiration of an existing Subscription, you will once again be permitted to access and use the Service

3.             Sharing Access.  Passwords and IDs for Individual Subscribers shall be usable solely by such Customer.  For Company Subscribers, such Customer’s password and ID will be permitted to be used by each and every employee of Customer based out of (i) the same office to which Inventables box(es) of samples and accompanying Design Guides are shipped under your Subscription (collectively, the “Subscription Office”), and (ii) satellite offices of such Customer located within 5 miles of the Subscription Office.  Except as expressly set forth in the immediately preceding sentence, Customer’s password and ID shall not be usable by any other person or entity, including, without limitation, (i) employees and/or agents of Customer based out of offices located more than 5 miles from the Subscription Office, (ii) other companies sharing office space with Customer at the Subscription Office or any other office, and (iii) affiliates of Customer.  Customer is solely responsible for the use and protection of its password and ID and agrees to take all reasonable precautions to protect the security and integrity, and to prevent unauthorized use, thereof.

4.             Breach of Security.  You shall immediately notify Inventables via e-mail at support@inventables.com of any known or suspected unauthorized use(s) of your account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your password, ID or credit card information.

5.             Copyright.  All materials published or displayed at the Website or otherwise published or displayed by Inventables in connection with the Service, including, without limitation, news articles, photographs, images, illustrations, audio clips and video clips (collectively, "Content") are protected by copyright, and are solely owned or controlled by Inventables, or the party credited as the provider of the Content.  You shall abide by all additional copyright notices, information or restrictions contained in or associated with any Content accessed through the Service or on the Website.  The Service, Website and Content are each protected by copyright pursuant to U.S. and international copyright laws, and as such, you may not, without the prior, written consent of Inventables or the applicable copyright holder, modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content.  If you would like to copy any of the Content for valid, limited business purposes (e.g. to provide to a client for informational purposes), please contact Inventables via e-mail at support@inventables.com and your request will considered on a case-by-case basis; provided that Inventables reserves the right to grant or deny any such request in its sole discretion.

6.             Outside Links.  The Website and/or Services may contain links to third party websites not under the control or operation of Inventables.  Such links are provided only as a convenience and Inventables does not endorse, and is not responsible for, the content of any linked site or any link contained in a linked site.  Unless you have executed a written agreement with Inventables expressly permitting you to do so, you may not provide a hyperlink to the Website from any other website.  Inventables reserves the right to revoke its consent to any link at any time in its sole discretion.

7.             Unavailability of Service.  Customer is responsible, at its sole cost and expense, for providing all equipment necessary to access the Internet, the Website and/or the Service.  Requirements for access to the Website are available by request from Inventables.  While it is Inventables’ objective is to make the Website accessible 24 hours per day, 7 days per week, the Website may be unavailable from time to time for any reason including, without limitation, routine maintenance.  You understand and acknowledge that due to circumstances both within and outside of the control of Inventables, access to the Website and/or Service may be interrupted, suspended or terminated from time to time.  YOU AGREE THAT INVENTABLES SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE AND/OR SERVICE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND/OR SERVICE.

8.             Intellectual Property.  In addition to the copyright restrictions set forth in Section 5 above, this Agreement shall not be deemed to transfer from Inventables to Customer (i) any of Inventables’ intellectual property (including, without limitation, patents, trademarks, service marks, trade names, copyrights and licenses), technology, software programs or any related assets owned by Inventables, or (ii) any rights to use or license any of the foregoing except as explicitly set forth in this Agreement.  The Inventables logo and other Inventables marks appearing on the Website or otherwise as part of the Service are either registered or unregistered marks of Inventables, and Inventables retains all rights with respect to such marks.

9.             Submitted Materials.  You hereby represent and warrant that all information submitted through your account will not (i) be fraudulent, (ii) infringe any third party's rights, including, without limitation, copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or rights of publicity or privacy, (iii) violate any applicable law, statute, rule or regulation, (iv) be obscene, indecent or contain pornography, and (v) be defamatory, trade libelous, threatening or harassing.  Furthermore, you agree not to tamper in any way with the software or functionality of the Website or the Service.  Without limiting the generality of the foregoing, you agree not to introduce any material into the Website or the Service that contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.

10.           Indemnification.  You hereby agree to indemnify, defend and hold harmless Inventables, and its officers, directors, managers, owners, employees, agents, affiliates and representatives (collectively, the "Indemnified Parties"), from and against any and all liability and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of any breach by you, or any other user of your password and ID, of this Agreement.  You shall cooperate as fully as reasonably required in the defense of any such claim.  Inventables reserves the right, at its sole discretion, to assume the exclusive defense and control of any matter subject to indemnification by you.

11.           DISCLAIMER OF WARRENTIES.  CUSTOMER ACKNOWLEDGES AND AGREES THAT INVENTABLES PROVIDES THE SERVICE AND WEBSITE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OF CONDITION, EXPRESS OR IMPLIED.  CUSTOMER ACKNOWLEDGES AND AGREES THAT USE OF THE SERVICE AND/OR WEBSITE IS AT ITS SOLE RISK.  INVENTABLES MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ANY PRODUCTS OR MATERIALS PURCHASED AT THE WEBSITE OR THROUGH THE SERVICE.  INVENTABLES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, (II) NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, BUG-FREE AND/OR ERROR-FREE, (IV) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, (V) THAT THE SERVICE WILL BE COMPLETELY SECURE, (VI) ANY WARRANTIES IN RESPECT OF ANY PRODUCTS PURCHASED AT THE WEBSITE, AND (VII) AS TO THE ACCURACY OF ANY CONTENT POSTED AT THE WEBSITE.

12.           LIMITATION OF LIABILITY.  Customer agrees that neither Inventables, nor any officer, affiliate, director, manager, equity holder, agent or employee of Inventables, will be liable to Customer, or any third party, for any indirect, incidental, special, punitive or consequential damages or lost profits arising out of use of the Website AND/or the Service or the inability to gain access to or use the websIte and/or Service.  In all events, the aggregate liability of Inventables for any reason and upon any cause of action, whether in contract, tort or otherwise, shall not exceed the amount of fees paid by Customer to Inventables on account of its most recent Subscription.

13.           Sending E-mail.  Inventables reserves the right to send electronic mail to you for the purpose of informing you of changes or additions to the Service.  In addition, Inventables may contact you via e-mail regarding your participation in user surveys, asking for feedback on the Service and existing or prospective products and features.  This information will be used to improve the Service and better understand our users, and any information we obtain in such surveys will not be shared with third parties, except in aggregate form.

14.           Disclosing Information.  Inventables reserves the right to disclose information about your usage and demographics as more fully set forth in the Inventables Privacy Statement.

15.           Termination.  Inventables may temporarily or permanently suspend or terminate Customer’s access to the Service or certain portions of the Website, and terminate this Agreement, immediately upon learning of any breach of this Agreement by Customer; provided, that for breaches which are not material in nature, such access may be reinstated upon Customer’s cure of such breach.

16.           Miscellaneous. 

(a)           This Agreement shall be governed by, and construed in accordance with, the internal laws of Illinois (without regard to conflict of law principles).  Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, shall be finally settled by arbitration in Chicago, Illinois under the rules of arbitration of the American Arbitration Association.

(b)           All correspondence from Customer to Inventables should be sent via e-mail to support@inventables.com.

(c)           Inventables and Customer are intended to be independent contractors, and nothing in this Agreement shall be deemed to establish any relationship of partnership, joint venture, employment, franchise or agency between Inventables and Customer.

(d)           If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect.  The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

(e)           Inventables shall not be deemed to be in default of any provision of this Agreement or be liable for any delay, failure of performance or interruption of the provision of services to Customer resulting, directly or indirectly, from any unforeseen or force majeure event. 

                (f)            Customer may not sell, assign or transfer its rights or delegate its duties under this Agreement, either in whole or in part, without the prior, written consent of Inventables, and any attempted assignment or delegation without such consent will be void.  Inventables may assign this Agreement in whole or part, and may delegate the performance of certain services to third parties.

                (g)           Except for any written agreements between the parties which expressly supercede the terms of this Agreement, this Agreement, together with any documents incorporated herein by reference and the Inventables Subscription Terms and Conditions, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.

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