Terms & Services

Last Modified: March 25, 2016

IQ CUSTOMER TERMS OF SERVICE

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Thank you for using the IQ Loft Portal. The IQ Loft Portal provides information about incubation services and business consulting. The IQ Loft Portal is created by The IQ Loft, LLC (“us,” “we” or “our”). This is a contract between you (the Customer) and us. It describes the services we will provide to you, how we will work together, and other aspects of our business relationship.

This is a legal document, so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. If you do not agree to be bound by these terms, you may not use the Subscription Service or the Consulting Services. These terms affect your rights and designate the governing law and forum for the resolution of any and all disputes. By creating an account or otherwise accessing or using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.

We periodically update these terms. If you subscribe to our product and if any of those updates materially change this Agreement, you will be notified via email or via an in-app notification.

When you create an account, we require you to provide information about yourself, including your email address and a password (“Account Information”).

You agree that we may send communications to your email address for customer service, confirmations, newsletters, product offers and other matters. You may choose to opt out of much of this email correspondence through your Account Settings pages or by using the links at the bottom of our emails. Please note that even if you opt out, we will still send you account-related emails, such as purchase confirmation and password reset emails.

We have several different products, and there are some provisions that apply only to those products. In the “General Terms” below, we have those that apply to all of our products, except as we explain in the “Product Terms.” In the “Product Terms” below, we have those that apply to our specific products. If the product you are using is one of our Alpha/Beta Services or Free Services (as further described below), the terms that apply to each of these will apply in addition to the other applicable product-specific terms. If you are using our Alpha/Beta Services, or our Free Services, please carefully review the “Product Terms,” as this section will control if there is any conflict between the “General Terms” and the “Product Terms.”

GENERAL TERMS

1. Definitions

“Agreement” means these Customer Terms of Service and all materials referred or linked to in here.

“Billing Period” means the period for which you agree to prepay fees under an Order Form, which will be the same as or shorter than the Subscription Term. For example, if you subscribe to the Subscription Service for a one (1) year Initial Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Communication Services” means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group.

“Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

“Consulting Services” means the professional services provided to you by us, which may include incubation services, business consulting or other consulting services.

“Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include Enrichment Data.

“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

“Enrichment Data” means the data we make available to you as part of the Subscription Service.

“IQ Loft Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.

“IQ Loft Portal” means the website, applications, tools and platform that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, which link to this Agreement.

“Order Form” or “Order” means the IQ Loft-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process or via in-app purchase. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Consulting Services.

“Pricing Page” means http://www.TheIQLoft.com/pricing or any subsequent page we provide.

“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

“Site Visit” or “Visit” means interaction with your website by a single visitor in a single session.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Subscription Service” means our web-based incubation services and business services applications, tools and platform that you have subscribed to by an Order Form or that we otherwise make available to you, and developed, operated, and maintained by us, accessible via http://TheIQLoft.com, or another designated URL, and any ancillary products and services, including website hosting, that we provide to you.

“Subscription Term” means the Initial Subscription Term and all Renewal Subscription Terms.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-IQ Loft apps available from, for example, the following: partner directory, links made available through the Subscription Service and non- IQ Loft services listed on services.TheIQLoft.com.

“Third-Party Sites” means third-party websites linked from within the Subscription Service, including Communications Services.

“You,” “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable billing statement, online subscription process, Order Form or Statement of Work as the customer.

2. The Subscription Service

a. Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement.

b. Limits. The limits that apply to you will be specified in your Order Form, this Agreement or on our Pricing Page. For additional limits and terms that apply to specific products, see the “Product Terms” section below.

If we make modifications to the limits set forth on the Pricing Page that would negatively impact you, these modifications will not apply to you until the start of your next Renewal Subscription Term. On renewal, the current product usage limits on our Pricing Page will apply to your subscription, unless you and we otherwise agree.

c. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Subscription Term. We might provide some or all elements of the Subscription Service through third party service providers.

d. Additional Features. You may subscribe to additional features of the Subscription Service by agreeing to a new Order Form.

3. Customer Support

a. Support. We accept webform support questions 24 Hours per Day x 7 Days per Week at http://help.TheIQLoft.com. We attempt to respond to webform support questions within two business days; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.

b. Availability. We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

4. Consulting Services

You may purchase Consulting Services through an Order Form or Statement of Work. Unless otherwise described in a Statement of Work or Order Form, the Consulting Services we provide are described at http://legal.TheIQLoft.com/services/TheIQLoft-services-descriptions and will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with the “Renewal Subscription Term” section below.

If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

We might provide some or all elements of the Consulting Services through third party service providers. All fees for Consulting Services are non-refundable.

5. The IQ Loft Academy

We may offer educational seminars or certifications through the IQ Loft Academy. The descriptions of these educational seminars and certifications, and the terms and conditions that apply to your participation, are available at http://academy.TheIQLoft.com/. By participating in the IQ Loft Academy educational seminar or certification, you agree to abide by the applicable terms and conditions that are made available to you at http://academy.TheIQLoft.com/.

6. Fees and Payments

a. Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you (i) exceed the applicable limits set forth in Section 2.b. above, (ii) upgrade products or base packages, or (iii) subscribe to additional features or products. Where a price change applies to you, we will charge or invoice you under the new price structure, starting with the next Billing Period in the Subscription Term, except as provided below under “Fee Adjustments During a Billing Period.” You may not downgrade your subscription during the Subscription Term and in order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs.

d. Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

e. Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Initial Subscription Term and each subsequent Billing Period, and other time during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

f. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within the IQ Loft Portal. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.

g. Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

7. Subscription Term and Renewal

a. Initial Subscription Term. The initial subscription term shall begin on the effective date of your subscription and expire at the end of the period selected during the subscription process (“Initial Subscription Term”).

b. Renewal Subscription Term. Unless one of us gives the other written notice that it does not intend to renew the subscription, this Agreement will automatically renew for the shorter of the Initial Subscription Term or one year (“Renewal Subscription Term”). Written notice of non-renewal must be sent no more than ninety (90) days but no less than forty-five (45) days in advance of the end of the Subscription Term, unless otherwise set forth in your Order Form. The Renewal Subscription Term will be on the current terms and conditions of this Agreement, and subject to the renewal pricing provided for in your Order Form or, if not specified in the Order Form, on our standard pricing available on our Pricing Page. See the “Limits” section above for the applicability of product usage limits on renewal. Should you decide not to renew, you may send the notice of non-renewal by email to accountmanagement@TheIQLoft.com.

c. Canceling Your Account. While we hope you enjoy using the IQ Loft Portal, you may cancel your account at any time by contacting our customer support team. We do not offer refunds for cancelled accounts.

8. IQ Loft’s Proprietary Rights

This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. Without our prior written consent, you may not download, copy or store the IQ Loft Content in any form outside of the IQ Loft. The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights them. You agree not to copy, rent, lease, sell, distribute, modify, publish, transmit, participate in the transfer or sale of, reproduce, or create derivative works based on the IQ Loft Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. [Our trademarks include, but are not limited to, those listed at http://legal.TheIQLoft.com/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.]

You agree that all data and algorithms used in connection with providing the IQ Loft to you are “trade secrets” as defined, without limitation, in the Illinois Trade Secrets Act. You agree to comply with reasonable written requests from us to help us in protecting our proprietary and intellectual property rights in the IQ Loft. All intellectual property rights in the IQ Loft are, as between you and us, the sole and exclusive property of the IQ Loft.

We appreciate when you provide us feedback through customer service or by email or social features, but we may use any feedback, comments, or suggestions without any obligations to you. For purposes of clarity, you hereby assign all intellectual property rights to us in any feedback, comments, or suggestions, you provide to us.

If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Subscription Service (unless, of course, you have a source other than the Subscription Service for such Enrichment Data.) Enrichment Data may be made available to you based on Customer Data, but we will not use your Customer Data to enrich data for other parties. The Enrichment Data we provide may be provided from or through third party service providers or public sources.

We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

9. Customer’s Proprietary Rights

As between the parties, you own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use, reproduce, modify, adapt and publish the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as permitted by this Agreement.

You are responsible for Customer Materials and Customer Data, and acknowledge that once published, we cannot always remove it.

10. Customer’s License to Use the IQ Loft Portal

We are providing you with access to the IQ Loft Portal pursuant to a limited, non-exclusive,

non-sublicenseable, non-transferable, revocable license solely for your business purposes. This license is available to you as long as you are not barred from the IQ Loft Portal by applicable law and your account is not terminated by us or by you. If this Agreement are not enforceable where you are located, you may not use the IQ Loft Portal. We reserve all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.

11. Confidentiality.

The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information to any third party (except our third party service providers), and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

12. Publicity

You grant us the right to add your name and company logo to our customer list and website.

13. Customer Data

a. Limits on the IQ Loft. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy, located at http://legal.TheIQLoft.com/privacy-policy.

b. Aggregate Data. We may monitor use of the Subscription Service by all of our customers and use the data gathered in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not incorporate any Customer Data and/or identify you.

c. Safeguards. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Customer Data. You consent to the processing of Customer Data in the United States.

d. No Sensitive Information. YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT OR MANAGE SENSITIVE INFORMATION.

14. DMCA Contact

We comply with the provisions of the Digital Millennium Copyright Act applicable to service providers. If you have any complaints with respect to material posted on the IQ Loft Portal, you may contact our designated agent by email to dmca-complaint@theiqloft.com or at the following address:

The IQ Loft, LLC

501 W. Fontenay Way

Palatine, IL 60067

ATTN: DMCA Complaint

You must include the following information in your complaint:

• a description of the copyrighted work or other intellectual property that you claim has been infringed;

• a description of the material that you claim is infringing and where it is located on the IQ Loft Portal;

• your mailing address, telephone number, and if available, email address;

• a statement by you that you have a good faith belief that the use of the material on the IQ Loft is not authorized by the copyright owner, its agent, or the law;

• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner; and

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed.

15. Acceptable Use of Communications Services

You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

16. Third-Party Sites and Products

Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

17. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) unauthorized or illegal use of the Subscription Service by you; (b) your noncompliance with or breach of this Agreement, (c) your use of Third-Party Products, or (d) the unauthorized use of the Subscription Service by any other person using your information. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

18. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, THE IQ LOFT CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, THE IQ LOFT CONTENT AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimers in this paragraph, so they may not apply to you.

THE IQ LOFT STRIVES TO MAINTAIN THE IQ LOFT PORTAL ON A COMMERCIALLY REASONABLE BASIS AND CANNOT GUARANTEE THAT YOU WILL HAVE ACCESS TO THE IQ LOFT AT ALL TIMES.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE “INDEMNIFICATION” SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE six MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. YOU UNDERSTAND THAT The IQ Loft portal WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. Some jurisdictions do not allow the limitations in this section, so they may not apply to you.

d. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.
YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

19. Termination, Suspension and Expiration

a. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

b. Suspension for Prohibited Acts. We may suspend your access to the Subscription Service for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement, (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity, or (iii) violation of any third party’s rights, including intellectual property or privacy rights. Except with our written permission, you may not: (i) attempt to impersonate another person or use another person’s IQ Loft Portal account information without authorization; (ii) use or distribute the IQ Loft Content; (iii) violate or attempt to violate the IQ Loft’s security features, including logging into a server that you are not authorized to access, or probing the vulnerability of the IQ Loft systems and networks; (iv) redistribute, decompile, reverse engineer, publish, or copy the IQ Loft Content or IQ Loft Portal; (v) use the IQ Loft Portal for the purpose of creating a product with a substantially similar look, feel or design; (vi) access or search the IQ Loft by any means other than our publicly supported interfaces (for example, “scraping”); (vii) interfere with others” use and enjoyment of the IQ Loft Portal; (viii) use the IQ Loft Portal or any trademarks, game names, trade names, service marks, copyrights, or logos of The IQ Loft, in unsolicited mailings, spam material, contests or surveys, or to create the impression that such items are associated with you; (ix) threaten, stalk, harm, or harass others; or (x) engage in activity in connection that is fraudulent, abusive, defamatory, illegal or otherwise inappropriate. Engaging in prohibited uses is grounds for immediate termination of your the IQ Loft account, and may also subject you to civil or criminal penalties.

c. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service upon ten (10) days” notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

d. Suspension for Present Harm. If your website on, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.

e. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and the IQ Loft Content, and if we request, you will provide us written confirmation that you have discontinued all use of Enrichment Data (unless, of course, you have a source other than the Subscription Service for such Enrichment Data.) If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

f. Retrieval of Customer Data. As long as you have paid all fees owed to us, if you make a written request within thirty (30) days after termination or expiration of your Subscription, we will provide you with temporary access to the Subscription Service to retrieve all Customer Data then in our possession or control. If we provide you with temporary access to the portal, we may charge a re-activation fee. We may withhold access to Customer Data until you pay any fees owed to us. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.

20. Agreement to Arbitrate and Waiver of Class Action Claims

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If a dispute arises, our goal is to provide you a neutral and cost effective means to resolve it quickly. Most disputes can be resolved informally. Before filing a claim against us, you agree to try to resolve the dispute by contacting us in writing at The IQ Loft, LLC, ATTN: DISPUTE NOTICE, [501 W. Fontenay Way, Palatine, IL 60067], or by email to legal-dispute-notice@theiqloft.com. Before we file a claim against you, we agree to contact you at the email address associated with your The IQ Loft account. If the dispute is not resolved within 30 days of notice, either you or we may bring a formal proceeding pursuant to the following procedures:

A. GENERAL. YOU AGREE THAT YOU AND THE IQ LOFT WILL RESOLVE THROUGH BINDING ARBITRATION ANY DISPUTE, CLAIM OR CONTROVERSY BETWEEN US ARISING OUT OF OR RELATING IN ANY WAY TO THE IQ LOFT OR YOUR USE THEREOF, INCLUDING THESE TOS (collectively, “ARBITRAL CLAIMS”), with a few exceptions set forth below. The arbitrator, and not any court, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitrate, including any claim that all or any part of this Agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration.

ARBITRATION IS DIFFERENT FROM COURT. THE RULES, INCLUDING DISCOVERY, ARE DIFFERENT AND NO JUDGE OR JURY IS PRESENT AT AN ARBITRATION. IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED. THE AWARD IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT. YOU UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

B. ARBITRATION SERVICES AND RULES. The American Arbitration Association (“AAA”) will administer the arbitration using the AAA procedures and rules in effect on the date the Arbitration is filed (“AAA Rules”). In the event the AAA Rules are inconsistent with this Agreement to Arbitrate, this Agreement will prevail. AAA is independent from us, and you may obtain copies of the current AAA Rules, and other related materials, including forms and instructions for initiating arbitration, by contacting AAA at 150 N. Michigan Ave #3050, Chicago, IL 60601 or http://adr.org.

C. LOCATION OF ARBITRATION. If your claim is for $7,500 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules, and any in-person hearing will be held in Chicago, IL, or any other location you and we mutually agree to.

D. EXCEPTIONS TO ARBITRAL CLAIMS. Either you or we may bring claims to enforce intellectual property rights without first engaging in arbitration or the informal dispute resolution described in this Section.

E. CLASS ACTION WAIVER. YOU AND THE IQ LOFT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH US THAT NEITHER YOU NOR THE IQ LOFT WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR THE IQ LOFT WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then this Agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

F. NO RIGHT TO JURY TRIAL. YOU AND WE ALSO HEREBY WAIVE THE RIGHT TO A JURY TRIAL EVEN IF THIS AGREEMENT TO ARBITRATE IS HELD NOT TO APPLY. YOU EXPRESSLY WAIVE YOUR RIGHT TO A JURY TRIAL IN THE EVENT THAT EITHER PARTY SELECTS ARBITRATION TO RESOLVE THE DISPUTE UNDER THIS AGREEMENT.

G. 30 DAY OPT OUT RIGHT. You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth in this Section by sending written notice of your decision to opt-out to the following address: The IQ Loft, ATTN: Arbitration Opt-out, [501 W. Fontenay Way, Palatine, IL 60067], or by email to opt-out@theiqloft.com. For new users, the notice must be sent within 30 days of registering for The IQ Loft, and for existing users, the notice must be sent within 30 days of the effective date of this Agreement. If you do not opt-out, you shall be bound to the terms in this Section. If you choose to opt-out, we also will not be bound.

21. General

a. Amendment; No Waiver. We may update and change any part or all of these Customer Terms of Service, including the fees and charges associated with the use of the Subscription Service (but, your fees and charges will not change during the Subscription Term except as we explain in the “Fees and Payments” section above.) If we update or change these Customer Terms of Service, the updated Customer Terms of Service will be posted at http://legal.TheIQLoft.com/terms-of-service and we will let you know through the Notification app in the IQ Loft Portal used to access your IQ Loft subscription, or as we otherwise describe in “Product Terms” below. The updated Customer Terms of Service will become effective and binding on the next business day after it is posted. When we change these Customer Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Customer Terms of Service periodically.

If you do not agree with a modification to the Customer Terms of Service, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will continue to be governed by the terms and conditions of the Customer Terms of Service prior to modification for the remainder of your current term. Upon renewal, the Customer Terms of Service published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

c. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

d. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

e. Compliance with Laws. We will comply with all U.S. state and federal laws in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

f. Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. Either party’s failure to enforce any term or condition in this Agreement is not a waiver of its right to do so later.

g. Governing Law, Jurisdiction and Venue. Except to the extent preempted by the Federal Arbitration Act (“FAA”), the TOS are governed by Illinois law without regard to conflict of law provisions. Except as provided above, or to the extent preempted by the FAA, both parties further consent to the personal jurisdiction of and exclusive venue in the federal and state courts in Cook County, Illinois as the legal forum for any dispute between them.

h. Notices. Notice will be sent to the contact address set forth herein, and will be deemed delivered as of the date of actual receipt.

The IQ Loft, LLC

501 W. Fontenay Way

Palatine, IL 60067

To you: your address as provided in your IQ Loft Subscription account information. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

i. Entire Agreement. This Agreement (including each Order Form and Statement of Work) is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.

j. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

l. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement.

m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

n. Survival. The following sections in the “General Terms” shall survive the expiration or termination of this Agreement: “Definitions,” “Fees and Payments,” “IQ Loft’s Proprietary Rights,” “Customer’s Proprietary Rights,” “Confidentiality,” “Publicity,” “Indemnification,” “Disclaimers; Limitations of Liability,” “Termination, Suspension and Expiration,” and “General.”

o. Precedence. In the event of a conflict between the terms of this Agreement and an Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control, but only as to that Order Form or Statement of Work.

PRODUCT TERMS

1. Alpha/Beta Services

a. Applicability. If you are given alpha or beta access to any features of the Subscription Service, the following additional terms apply. In the event of a conflict between the terms set forth in the “General Terms” and the terms set forth in this “Alpha/Beta Services” section, the terms in this “Alpha/Beta Services” section will control with respect to your use of Alpha/Beta Services.

b. Alpha/Beta Services. If we make alpha or beta access to some or all of the Subscription Service (the “Alpha/Beta Services”) available to you (i) the Alpha/Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Alpha/Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Alpha/Beta Services. If we inform you of additional terms and conditions that apply to your use of the Alpha/Beta Services, those will apply as well. We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of the Alpha/Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.

c. Survival. The following sections in this “Alpha/Beta Services” section shall survive the expiration or termination of this Agreement: “Alpha/Beta Services” and “Survival.”

2. Free Services

a. Applicability. In the event of a conflict between the terms set forth in any of the sections above and the terms set forth in this “Free Services” section, the terms in this “Free Services” section will control with respect to your use of the Free Services.

b. Additional Definitions. “Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

c. Limits. Notwithstanding anything to the contrary in this Agreement, limits may apply to our Free Services, regardless of whether these limits are specified as set forth in Section 2.b. of the “General Terms” above or other sections of the “Product Terms.” These limits may be specified only within the Free Services. We may change the limits that apply to your use of our Free Services any time in our sole discretion without notice to you, regardless of whether or not these Free Services are used in conjunction with other products or services for which you pay us a fee. In order to use our Free Services, you must be 18 years of age or older.

d. Free Services. If you use our Free Services, we will make the Free Services available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.

e. Free Trial. If you register for a trial of the Free Services, we will make the Free Services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not earlier terminated) or (b) the start date of your paid subscription. If we include additional terms and conditions on the trial registration web page, those will apply as well. Unless you purchase a subscription to the applicable Free Services before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it.

f. Disclaimers; Limitations of Liability. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE FREE SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE FREE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE FREE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE IQ LOFT BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, THE IQ LOFT IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE IQ LOFT’S AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED DOLLARS. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE FREE SERVICES TO YOU. THIS “DISCLAIMERS; LIMITATIONS OF LIABILITY” SECTION SHALL APPLY IN LIEU OF THE “DISCLAIMERS; LIMITATIONS OF LIABILITY” SECTION IN THE “GENERAL TERMS” WITH RESPECT TO YOUR USE OF OUR FREE SERVICES.

g. Suspension. We may suspend, limit, or terminate the Free Services for any reason at any time without notice.

i. Survival. The following sections in this “Free Services” section shall survive the expiration or termination of this Agreement: “Definitions,” “Disclaimers; Limitations of Liability,” and “Survival.”

1 Mooed: Will the Customer prepay?

2 For Mooed to list

3 Mooed: Is this applicable?

4 Mooed, consider renting a P. O. Box or providing another alternative address so that your personal address would not be listed.