Website Privacy Policy

We at Protecting Ideas (Protecting Ideas, Inc. and our affiliates) are committed to protecting your privacy. This Privacy Policy applies to our websites (“Websites”), including www.protectingideas.com, from any country. This Privacy Policy governs our data collection, processing and usage practices. By using the Websites, you consent to the data practices described in this Privacy Policy. If you do not agree with the data practices described in this Privacy Policy, you should not use the Websites or the Subscription Service.

TRUSTe Privacy Seal

Protecting Ideas has been awarded TRUSTe’s Privacy Seal signifying that this Privacy Policy and practices have been reviewed by TRUSTe for compliance with TRUSTe™s Program Requirements and the TRUSTe Cloud Program Requirements including transparency, accountability and choice regarding the collection and use of your Personal Information. TRUSTe’s certification applies to the website located at www.protectingideas.com, the mobile application entitled Protecting Ideas, the Subscription Service accessed at http://159.65.104.136.com/login and residing on the Protecting Ideas domain, and the Mobile Apps available through the Apple, Android and other mobile app stores or download sites. TRUSTe’s mission, as an independent third party, is to accelerate online trust among consumers and organizations globally through its leading privacy trustmark and innovative trust solutions. If you have questions or complaints regarding our Privacy Policy or practices, please contact us at [email protected]. If you are not satisfied with our response you can contact TRUSTe here.

Types of Information We Collect

1.1. When You Visit our Websites

You are free to explore the Websites without providing any information about yourself. When you visit the Websites, we request that you provide Personal Information about yourself, and we collect Navigational Information.

1.2. “Personal Information”

This refers to any information that you voluntarily submit to us and that identifies you personally, including contact information, such as your name, e-mail address, company name, address, phone number, and other information about yourself or your business. Personal Information can also include information about any transactions, both free and paid, that you enter into on the Websites, and information about you that is available on the internet, such as from Facebook, LinkedIn, Twitter and Google, or publicly available information that we acquire from service providers.

1.3. “Navigational Information”

This refers to information about your computer and your visits to this website such as your IP address, geographical location, browser type, referral source, length of visit and pages viewed. Please see the “Navigation Information” section below.

1.4. Payment Information

We may collect and process payment information from you when you subscribe to Protecting Ideas’s Subscription Service, including credit cards numbers and billing information, using third party PCI-compliant service providers. Otherwise, we do not collect Sensitive Information from you on our Websites.

1.5. Information About Children

The Websites are not intended for or targeted at children under 13, and we do not knowingly or intentionally collect information about children under 13. If you believe that we have collected information about a child under 13, please contact us at [email protected], so that we may delete the information.

How We Collect Information

2.1. Cookies

We use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web server. Cookies are not used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a Web server in the domain that issued the cookie to you. One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize pages on our Websites, a cookie helps us to recall your specific information on subsequent visits. When you return to the same Website, the information you previously provided can be retrieved, so you can easily use the customized features. You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Protecting Ideas Websites you visit. Protecting Ideas keeps track of the Websites and pages you visit within Protecting Ideas, in order to determine what portion of the Protecting Ideas Website is the most popular or most used. This data is used to deliver customized content and promotions within the Protecting Ideas Website to customers whose behavior indicates that they are interested in a particular subject area.

2.2. Log Files

We may collect demographic information, such as your ZIP code, age, gender, preferences, interests and favorites using log files that are not associated with your name or other personally identifying information. There is also information about your computer hardware and software that is automatically collected by us. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by Protecting Ideas for the operation of, to maintain quality of, and to provide general statistics regarding use of the Protecting Ideas Website. For these purposes, we do link this automatically-collected data to Personal Information such as name, email address, address, and phone number.

2.3. Clear Gifs (Web Beacons/Web Bugs)

We employ a software tracking technology (a.k.a. Web Beacons/Web Bugs), that helps us better manage the Website by informing us what content is effective. This technology may have tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, clear gifs are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use clear gifs in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We tie the information gathered by clear gifs in emails to our customers’ Personal Information. If you would like to opt-out of these emails, please see “Opting Out and Unsubscribing”.

2.4. Navigational Information Collected by Our Customers

Our customers can use the tools we provide, as well as tools provided by third parties, to collect Navigational Information when you visit their webpages. Protecting Ideas does not control our customers’ use of these tools, nor do we control the information they collect or how they use it.

2.5. Single Sign-On

You can log in to our site using a Single Sign-on (SSO) service like your Google account. This service will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Such services may give you the option to post information about your activities on this Web site to your profile page to share with others within your network.

2.6. Advertising

We partner with a third party ad network to either display advertising on our Web site or to manage our advertising on other sites. Our ad network partner uses cookies and Web beacons to collect non-personally identifiable information about your activities on this and other Web sites to provide you targeted advertising based upon your interests. If you wish to not have this information used for the purpose of serving you targeted ads, you may opt-out by clicking here http://preferences.truste.com/. Please note this does not opt you out of being served advertising. You will continue to receive generic ads.

2.7. Third Party Tracking Technologies

The use of cookies and web beacons by any tracking utility company is not covered by our privacy statement. We do not have access or control over these third party tracking technologies

How We Use Information We Collect

3.1. Compliance with Our Privacy Policy

We use the information we collect only in compliance with this Privacy Policy and we never sell Personal Information to any third party.

3.2. Use of Personal and Navigational Information

In addition to the uses identified elsewhere in this Privacy Policy, we may use your Personal Information to: (a) improve your browsing experience by personalizing the Websites; (b) send information to you which we think may be of interest to you by post, email, or other means; (c) send you marketing communications relating to our business or the businesses of carefully-selected third parties which we think may be of interest to you, and (d) provide other companies with statistical information about our users — but this information will not be used to identify any individual user. We may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, we do not transfer your unique Personal Information to the third party. In addition, we may share data with trusted partners to contact you based on your request to receive such communications, help us perform statistical analysis, or provide customer support. Such third parties are prohibited from using your Personal Information except for these purposes, and they are required to maintain the confidentiality of your information. We use Navigational Information to operate and improve the Websites. We may also use Navigational Information alone or in combination with Personal Information to provide you with personalized information about Protecting Ideas.

3.3. Customer Testimonials and Comments

We post customer testimonials and comments on our Websites, which may contain Personal Information. We obtain each customer’s consent via email prior to posting the customer’s name and testimonial.

3.4. Use of Credit Card Information

If you give us credit card information, we use it solely to check your financial qualifications and collect payment from you. We use a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use information you provide except for the sole purpose of credit card processing on our behalf.

3.5. Service Providers

We employ other companies and people to provide services to visitors to our Websites and may need to share your information with them to provide information, products or services to you. Examples may include removing repetitive information from prospect lists, analyzing data, providing marketing assistance, processing credit card payments, supplementing the information you provide us in order to provide you with better service, and providing customer service. In all cases where we share your information with such agents, we explicitly require the agent to acknowledge and adhere to our privacy and customer data handling policies.

3.6. Security of your Personal Information

We use a variety of security technologies and procedures to help protect your Personal Information from unauthorized access, use or disclosure. We secure the Personal Information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When sensitive Personal Information (such as a credit card number and/or geo-location data) is collected on our Websites and/or transmitted to other websites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

3.7. Social Media Features

Our Websites may include Social Media Features, such as the Facebook Like button and Widgets, such as the Share This button or interactive mini-programs that run on our sites. These features may collect your IP address, which page you are visiting on our sites, and may set a cookie to enable the feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Websites. This Privacy Policy does not apply to these features. Your interactions with these features are governed by the privacy policy and other policies of the companies providing them.

3.8. External Websites

Our Websites provide links to other websites. We do not control, and are not responsible for, the content or practices of these other websites. Our provision of such links does not constitute our endorsement of these other websites, their content, their owners, or their practices. This Privacy Policy does not apply to these other websites, which are subject to any privacy and other policies they may have.

3.9. Public Forums

We may offer publicly accessible message boards, blogs, and community forums. Please keep in mind that if you directly disclose any information through our public message boards, blogs, or forums, this information may be collected and used by others. We will correct or delete any information you have posted on the Websites if you so request, as described in “Opting Out and Unsubscribing” below.

3.10. Compelled Disclosure

We reserve the right to use or disclose your Personal Information if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights or to comply with a law, court order, or legal process.

Important Information

4.1. Changes to this Privacy Policy

We may update this Privacy Policy from time to time by posting a new version online. You should check this page occasionally to review any changes. This helps you to always be aware of what information we collect, how we use it and under what circumstances, if any, it is disclosed. Your continued use of the Websites, and/or continued provision of Personal Information to us will be subject to the terms of the then-current Privacy Policy.

4.2. Contact Us

If you have any questions about this Privacy Policy or our treatment of the information you provide us, please write to us by email at [email protected] or by mail to Protecting Ideas Inc. Attn: Privacy 10401 N. Meridian Street Suite 215 Indianapolis, IN 46290.

Referral Program Agreement

This Protecting Ideas Referral Program Agreement (the “Agreement”) is between Protecting Ideas Inc. (“Protecting Ideas”, “us” or “we”) and the Program Participant signing the Protecting Ideas Referral Form (“Participant”, “you” or “your”), which is attached hereto as Exhibit A and which is hereby incorporated into this Agreement by reference, and provides terms and conditions applicable to your participation in the Protecting Ideas Referral Program (the “Program”).

By your execution of Exhibit A, you accept all of the terms and conditions set forth in this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, then you represent and warrant that you have the authority to bind such entity and its affiliates to this Agreement. Since this is a legal document some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are important though, so we cannot have you participate in the Program unless you agree to them.

BY SIGNING EXHIBIT A AND CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING DELIVERY TO YOU (WHICH MAY BE BY EMAIL AT YOUR EMAIL ADDRESS OF RECORD WITH Protecting Ideas) OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED PROGRAM DOCUMENTATION (ANY OF THE FOREGOING, AN “UPDATE NOTICE”), PARTICIPANT: (A) AGREESTO BE BOUND BY THIS AGREEMENT AS AMENDED IN SUCH UPDATE NOTICE(S); (B) AGREES THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AS AMENDED IN SUCH UPDATE NOTICE(S) AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT (AS THE SAME MAY BE AMENDED); AND (C) REPRESENTS AND WARRANTS THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (e.g., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT AS AMENDED IN SUCH UPDATE NOTICE(S). IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER NON-PERSON LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.

Purpose. Protecting Ideas is in the business of marketing optimization, which it offers via its software-as-a-service platform (the “Subscription Services”). Protecting Ideas is desirous of gaining additional Customers (as that term is defined in the Protecting Ideas Master Services Agreement) for its Subscription Services. Participant is in a position to refer and assist in the sale and onboarding of potential Customers that are in the market for the Subscription Services. Protecting Ideas hereby appoints you as a non-exclusive Program Participant to market and promote the Subscription Services on the terms and subject to the conditions in this Agreement.

Transactions.

As of the Effective Date, you may, from time to time, (i) demonstrate and promote the Subscription Service to potential Customers, and (ii) provide Customers access to use the Subscription Service in accordance with the Protecting Ideas Master Services Agreement.

For each prospective Customer of the Subscription Services, you will submit the prospective Customer’s information (e.g. contact name, title, email address, phone number and other relevant information as Protecting Ideas may determine) to an email address, opportunity registration webpage, or through such other means as may be designated by Protecting Ideas. Acceptance or rejection will be provided promptly in writing (email sufficient) by Protecting Ideas.

Acceptance of Customers is in Protecting Ideas’s sole discretion, but we generally will accept a prospective Customer who: (i) is not an existing Customer of ours, and (ii) is not, at the time of submission or within sixty (60) days prior, involved in our active sales process, or (iii) is itself affiliated with you at the time of submission. We will, at our discretion, accept an order and provision the Subscription Service for the Customer. A prospective Customer is not considered valid with respect to Revenue Share (as further described below): (x) if it is not accepted, (y) if the prospective Customer’s cookie life period is expired (meaning, 90 or more days from the date of the prospective Customer’s arrival on our website at www.protectingideas.com via Participant’s reference link provided in accordance with this Agreement), or (z) after this Agreement is expired or terminated. If a prospective Customer is determined not to be a valid lead, we may still maintain it in our database and engage with such prospective Customer as we deem necessary.

If a prospective Customer is determined to be a valid lead, then we will not engage with that prospective Customer except: (i) to complete the subscription process, (ii) to fulfill our obligations under an agreement with such prospective Customer, (iii) to provide support, or (iv) to conduct our standard marketing activities with prospects that have subscribed to or requested any of our marketing materials. When we do engage, we will do so in our discretion.

For any prospective Customer which is onboarded, the Customer will (i) contract directly with Protecting Ideas for provision of the Subscription Services, or (ii) you will place the order(s) for the Subscription Service on behalf of the Customer with us, specifying the Subscription Service ordered and providing such additional information as we may request. We may in our discretion, require any Customer to execute the Protecting Ideas Master Services Agreement with us directly.

Compensation.

Protecting Ideas will pay you a Revenue Share for each qualifying Customer in accordance with Exhibit A. “Revenue Share” means the percentage amount of the Net Revenue paid to Protecting Ideas by a Customer whom you have referred. “Net Revenue” means the initial fees and any upgrade fees (as and if applicable) that are actually paid to Protecting Ideas by a Customer; provided that, Revenue Share is only applicable to and paid upon fees which are paid by Customer in advance for the initial term, which term shall be a minimum one year term, for Subscription Services which are at a minimum level of a Premium Package. Net Revenue shall: (i) be calculated net of any discounts, taxes payable and subsequent refunds not due to a breach by Protecting Ideas, and (ii) shall exclude any implementation, customization, training, consulting or other professional services, or fees for third-party products or services.

You are not eligible to receive a Revenue Share based on any Customer you have referred if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; or (ii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you. We might also determine that you are not eligible for a Revenue Share if you are no longer actively engaged with the Program. We may discontinue Revenue Share payment should any of the eligibility criteria set forth in this subsection fail to be met at any time.

You may not share your Revenue Share with Customers, your employees and/or any other third party. You will not receive Revenue Share for self-referrals or for any Customers that violate the terms and conditions of the Protecting Ideas Master Services Agreement. You may not refer your current employer.

Protecting Ideas will pay the Revenue Share due to you within forty-five (45) days of receipt from the Customer of all fees owed to Protecting Ideas. We will not pay more than one Revenue Share on any given transaction and we may logically apportion a Revenue Share between Participants, in our discretion, if more than one of our Participants has contributed to the close of a sale for a particular Customer. You are responsible for payment of all taxes applicable to the Revenue Share. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

Training and Support.

We will make available to you the webinars and other resources which are generally available to our own personnel from time to time. If applicable, you will encourage your sales representatives and other relevant personnel to participate in our online end-user trainings, as well as any training we may offer in new features and upgrades. You may be eligible to receive certain technical support offerings as are made available from time to time.

We will provide Customers with training and support in accordance with the terms and conditions of our Master Services Agreement. In the event you placed the order with us for a Customer, you will be responsible for all of Customer’s questions and requests for additional support or training for the Subscription Service. In such an event, you may consult with us with regard to providing support, but we will not provide direct support to such Customers unless we determine that it is necessary.

Term and Termination.

This Agreement commences on the Effective Date and will be in place for one (1) year. This Agreement will automatically renew on the same terms for additional successive one (1) year periods.

This Agreement may be terminated at any time by either party upon written notice to the other. Any term of this Agreement that by its nature survives termination or expiration of this Agreement will so survive.

Intellectual Property and License Rights.

Each party grants the other a limited, revocable, non-transferable and royalty-free license to use and display its trademarks, service marks and logos (“Marks”) in connection with such other party’s performance under this Agreement. Notwithstanding the generality of the foregoing, Participant must: (i) only use the Protecting Ideas Marks in the form and fashion that we make them available to you, without alteration; (ii) only use our Marks in connection with the Program and this Agreement; and (iii) immediately cease use of the Protecting Ideas Marks upon any request from us. You may not: (iv) use our Marks in a misleading or disparaging way; (v) use our Marks in a way that implies we endorse, sponsor or approve of your services or products; or (vi) use our Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Protecting Ideas owns all Intellectual Property Rights (as that term is further defined herein below) associated with the Subscription Services, including all such rights in any software provided as a part of or in connection therewith. You shall preserve intact all applicable Protecting Ideas copyright, patent and/or trademark notices presented in connection with the Subscription Services and/or our Marks. Protecting Ideas reserves all Intellectual Property Rights that are not expressly granted to you under this Agreement, and you will not assert any implied rights in or to any of Protecting Ideas’s Intellectual Property Rights. Protecting Ideas shall own all Intellectual Property Rights in and to any improvements, upgrades, modifications or enhancements to the Subscription Services. If Participant has been involved in the development process by contributing in any manner, including but not limited to, input, ideas or feedback on the same, any right Participant may have due to such involvement is hereby irrevocably transferred to Protecting Ideas.

As used herein, “Intellectual Property Rights” means all inventions, patents, copyrights, trade secrets, trade names, know-how, intellectual property, software, shop rights, moral rights, licenses, developments, research data, designs, processes, formulas, and other intangible proprietary or property rights, whether or not patentable (or otherwise subject to legally enforceable restrictions or protections against unauthorized third party usage), and any and all applications for, and extensions, divisions, and reissuances of, any of the foregoing, and rights therein, and whether arising by statute or common law.

Confidentiality. During this Agreement, it may be necessary for a party (as the “Disclosing Party”) to share proprietary and/or non-public information, including trade secrets, industry knowledge, and other confidential information (collectively, “Confidential Information”), with the other party (as “Receiving Party”). Receiving Party will not share any of Disclosing Party’s Confidential Information with any third-party at any time without the prior written approval of Disclosing Party. Receiving Party also will not use any of Disclosing Party’s Confidential Information for Receiving Party’s own, or any third-party’s benefit at any time. This section remains in full force and effect even after termination or expiration of the Agreement.

Representations and Warranties.

Both parties represent and warrant that: (i) they are fully authorized to enter into this Agreement; and (ii) will comply with all laws, rules, and regulations applicable to the respective party. The performance and obligations of either party will not violate or infringe upon the rights of any third-party or violate any other agreement between the parties, individually, and any other person, organization, or business or any law or governmental regulation.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, Protecting Ideas MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, AS TO ANY MATTER WHATSOEVER. Protecting Ideas EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Protecting Ideas DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE COMPLETELY ACCURATE OR ERROR FREE OR WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS.” Protecting Ideas IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER LOSS OR DAMAGE RESULTING FROM (I) TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS SUCH AS THE INTERNET AND/OR (II) INABILITY TO ACCESS OR GET ACCURATE DATA FROM THIRD-PARTY SYSTEMS OR APPLICATIONS THAT THE SUBSCRIPTION SERVICES ARE USED WITH.

Indemnity.

Protecting Ideas agrees, at its sole expense, to indemnify, defend and hold you harmless from and against any and all losses, liabilities, claims, costs, fines, and damages of any type (including attorneys’ fees) arising out of or in any way related to any third party claim to the extent resulting from: (i) the failure of Protecting Ideas to comply with all laws, rules, and/or regulations applicable to Protecting Ideas; and (ii) any third party claim that the Subscription Services infringe, violate or misappropriate the intellectual property, privacy or proprietary rights of a third-party. In the event of a third-party claim resulting from (ii) above Protecting Ideas may, at its sole discretion and expense, either: (1) secure the right for the affected Customer to continue using the Subscription Services; (2) replace or modify the Subscription Services with a non-infringing equivalent; or (3) refund the pre-paid, unused fees paid by Customer for the infringing Services and require that Customer discontinue use of the Subscription Services. The foregoing remedies constitute your sole and exclusive remedies and Protecting Ideas’s entire liability with respect to claims of infringement of the Subscription Services.

You hereby agree, at your sole expense, to indemnify, defend and hold Protecting Ideas harmless from and against any and all losses, liabilities, claims, costs, fines, and damages of any type (including attorneys’ fees) arising out of or in any way related to any third-party claim to the extent resulting from: (i) any misrepresentation by you, with respect to Protecting Ideas or the Subscription Services, or (ii) your failure to comply with all laws, rules, and/or regulations applicable to you. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.

Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR LOSS OF BUSINESS OPPORTUNITIES. EXCEPT FOR A PARTY’S VIOLATIONS OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, ANY BREACH OF SECTION 7 (CONFIDENTIALITY), AND FOR A PARTY’S RESPONSIBILITIES UNDER SECTION 9 (INDEMNITY) (OR BREACH THEREOF), UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY DAMAGES RESULTING FROM ANY BREACH OF THIS AGREEMENT IN EXCESS OF THE AGGREGATE AMOUNT PAID AND PAYABLE TO PARTICIPANT HEREUNDER.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to any conflict of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or the rights and obligations of the Parties hereunder, nor shall the provisions of the Uniform Commercial Code (“UCC”), the Uniform Computer Information Transaction Act (“UCITA”), or any substantially similar legislation as may be enacted, apply to this Agreement. The Parties waive any right to jury trial in any action relating to or arising out of this Agreement.

Relationship of the Parties. The parties are independent contractors. Except as otherwise expressly agreed by the parties, this Agreement will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in this Agreement will be deemed to constitute a joint venture or partnership between the parties.

Assignment. You may not assign this Agreement or any of your rights and obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Protecting Ideas.

Publicity. You shall not make any disclosures concerning the commercial relationship between Protecting Ideas and you without Protecting Ideas’s prior written consent unless otherwise permitted by this Agreement.

Notices. All notices or other communications that are required or permitted under this Agreement must be in writing and will be sufficient if delivered personally or sent by nationally recognized overnight courier or by certified mail, postage prepaid, return receipt requested, to the addresses set forth herein. Notwithstanding the above, notices or other communications can also be deemed as delivered when sent by e-mail with confirmation of read receipt requested or, in the absence of a read receipt, five (5) business days after the notice was sent. If sent by e-mail, then to Protecting Ideas at [email protected]; and to Participant at the e-mail address set forth in Protecting Ideas’s books and records or as otherwise provided by you.

Severability. If any court of competent jurisdiction finds any provision of this Agreement unenforceable or contrary to applicable law, the Parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.

No Waiver. The failure of either Party to exercise any right or the waiver by either Party of any breach shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement. All waivers must be in writing, and signed by the Party waiving its rights.

Entire Agreement. The parties acknowledge and agree that this Agreement represents the entire agreement between the parties. In the event that the parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.