Interior Design Interior Design greenList, LLC

TERMS-OF-SERVICE
This Terms-of-Service Agreement (“Agreement”) is made by and between Interior Design Interior Design greenListTM, LLC, a Colorado limited liability company, (hereinafter “IDGL”), and the User/Member; collectively, referred to herein as “the Parties”.
RECITALS
IDGL is a company located in Wheat Ridge, Colorado that provides access to IDGL’s vetted “Interior Design Interior Design greenListTM”, a directory of suppliers, as well as access to educational courses to its subscribed Members who are interested in providing eco-friendly/responsible renovations to their customers. Subscribed Members receive licenses to access and use IDGL’s proprietary information and training modules. IDGL owns and operates the www.idInterior Design greenList.com website (hereinafter, “IDGL Website”) and its underlying functionality.  This document governs the Member’s/User’s relationship with the IDGL Website.  Access to and use of the IDGL Website and the products and services available through the IDGL Website (collectively, the “Services”) are subject to the following terms, conditions, and notices (the “Terms of Service”).  By using the Services, the Member/User agrees to all the Terms of Service, as may be updated by IDGL from time to time.  It is the Member’s/User’s responsibility to check these Terms of Service regularly to take notice of any changes IDGL may have made to the Terms of Service. The Member/User desires to avail themself of IDGL’s Services, and agrees to be bound by the following Terms of Service:
SECTION 1  —   DEFINITIONS
Unless otherwise defined herein, capitalized terms used herein shall have the following meaning: ACCOUNT” shall mean the section on the IDGL Platform/Website that can only be accessed by IDGL or the Member and that, among other things, details the Member’s personal and contact information, as well as any payment details, as applicable.  DESIGNER” shall mean a subscribed Member that provides commercial and/or residential renovation-design services.  A Designer may be a standard member or a Founding Member. FOUNDING MEMBER” shall mean one of the first fifty Members that has engaged IDGL with a paid subscription within the early-signup period (and before the finalized and fully functional IDGL Website) to take advantage of many extra benefits that will not be made available to standard Members once the IDGL Website is officially launched.  These extra benefits are awarded to Founding Members in exchange for the Founding Members’ subscription to the IDGL Website during the early development of the IDGL Website, as well as in exchange for any beta testing and feedback provided by Founding Members to IDGL. Founding Members enjoy the following extra benefits:

  • Founding Members realize a significantly discounted/reduced Initial Membership Fee for the first subscription year and no Annual Membership-Dues Fees for Membership years one and two; and
  • Each Founding Member will be granted an exclusive digital “Interior Design greenListTM Badge” that allows the Founding Member to post on their personal/business website, which alerts visitors of the Founding Member’s commitment to providing eco-friendly/responsible renovations to their customers; and
  • Founding Members will be periodically featured on IDGL’s channels; and
  • Each Founding Member will be given a permanent webpage feature on the IDGL Website’s “Founders” page that will link back to the Founding Member’s personal/business website; and
  • Each Founding Member will be given exclusive access to the finalized IDGL Website and features for thirty (30) days after launch; that is, no other Designers will be allowed to access the IDGL Website and its features/services during those 30 days; and
  • When the IDGL Website is finalized and ready for its official launch, Founding Members will be invited to join an exclusive Launch Party to connect with Interior Design greenListTM Founding Members; and
  • Founding Members will receive preferential rewards for enlisting new Members.  This Referral Rewards Program is still in development and will be formally announced later.
Interior Design greenListTM PROVIDER“ shall mean any service and/or materials provider for commercial and/or residential renovations that have been vetted and approved by IDGL to be included on its “Interior Design greenList TM;” that is, providers that are experienced and committed to providing sustainable materials and fixtures, construction oversight, and final installations. INTELLECTUAL-PROPERTY RIGHTS” shall mean any right, title, and interest in and to any inventions, trade secrets, patents, copyrights, industrial designs, service marks, trademarks, know-how, trade names, rights in trade dress and packaging, moral rights, rights of privacy, publicity, and similar rights of any type, including any applications, continuations, or other registrations concerning any of the foregoing, under the laws or regulations of any foreign or domestic governmental, regulatory, or judicial authority. MEMBER” shall mean any User that has a paid subscription to take advantage of the IDGL Website and its related products and services.  All Founding Members are also considered “Members” concerning all terms and conditions for members herein. USER“ shall mean any User that accesses the IDGL Website, but is not necessarily a subscribed Member.  Users who are not subscribed Members may only access areas of the IDGL Website that do not contain any proprietary information or offer any training coursework, and nor can non-Member Users access any community chat/email functionality. “WEBSITE” shall mean the website at www.IDgreenList.com, hosted by IDGL, which provides access to the various products and services offered by IDGL. SECTION 2  —  SERVICES AND PRODUCTS PROVIDED 2.1 General:  

  1. The IDGL Website offers a platform for its Members to communicate with each other (e.g., a dedicated SlackTM account) to exchange ideas for effective solutions toward achieving cost-effective, sustainable interior designs for commercial and residential settings.
  2. IDGL offers its proprietary training courses/modules through the IDGL Website for its Members to access for their personal/business development toward the goal of helping Members create effective solutions for achieving sustainable interior designs for commercial and residential settings.  Said training-course materials are protected by copyright and IDGL grants a license for Members in good standing to use them so long as they are not shared with others outside of a Member’s immediate business. If a Member’s subscription expires or a Member is unsubscribed for cause (e.g., violating IDGL’s Terms of Service or Code of Conduct), then the license grant automatically expires and the unsubscribed Member must cease using IDGL’s materials and any copies made by the unsubscribed Member shall be immediately destroyed.  See Section 5 for more details on the treatment of IDGL’s confidential and/or proprietary materials.
  3. IDGL owns and operates the IDGL Website and its underlying functionality.  Access to and use of the IDGL Website and the products and services available through the Website (collectively, the “Services”) are subject to the terms, conditions, and notices (the “Terms of Service”) of this Agreement.  By using the Services, the User agrees to all of the Terms of Service, as may be updated by IDGL from time to time.  It is the User’s responsibility to check these Terms of Service regularly to take notice of any changes IDGL may have made to the Terms of Service.
  4. IDGL offers a Membership enrollment to the IDGL Website (www.idInterior Design greenList.com)
  5. Access to the IDGL Website is permitted temporarily, and IDGL reserves the right to withdraw or amend the Services without notice.  IDGL will not be liable if for any reason the IDGL Website is unavailable at any time or for any period.  From time to time, IDGL may restrict access to some parts or all of the IDGL Website, including during periods of maintenance/modifications.
  6. No Unlawful or Prohibited Use:  A Member is granted a non-exclusive, non-transferable, revocable license to access and use the IDGL Website strictly in accordance with these Terms of Use.  As a condition of the Member’s use of the IDGL Website, the Member warrants to IDGL that the Member will not use the IDGL Website for any purpose that is unlawful or prohibited by these Terms of Service.  The Member may not use the IDGL Website in any manner that could damage, disable, overburden, or impair the IDGL Website or otherwise interfere with any other party’s use and enjoyment of the IDGL Website.  The Member may not obtain nor shall attempt to obtain any materials or information through any means not intentionally made available or provided for through the IDGL Website.
  7. IDGL Intellectual Property:  All content included as part of the Services, such as text, graphics, logos, images, as well as the compilation thereof, and any software and training courseware used/presented on the IDGL Website, is the property of IDGL or its affiliates and is protected by copyright and other laws that protect intellectual property and other proprietary rights.  The Member agrees to observe and abide by all copyright and other proprietary notices, legends, or other restrictions contained in any such content and shall not make any changes thereto.  Moreover, the Member shall not modify, publish, transmit, reverse-engineer, participate in the transfer or sale, create derivative works, or in any way exploit the IDGL Website or any software or course materials, in whole or in part, found on the IDGL Website.  The mere use of the IDGLWebsite does not entitle the Member to make any unauthorized use of any protected content, and in particular, the Member shall not delete or alter any proprietary rights or attribution notices in any content.IDGL does not grant the Member any licenses, express or implied, to the Intellectual Property of IDGL or our licensors except as expressly authorized by these Terms of Service.
  8. The IDGL Website may contain links to third-party websites and resources, and if so, such links are provided for the convenience of Members only.  Such third-party links may include advertising links such as, without limitation, banner advertisements and sponsored links.  IDGL has no control over the content at such third-party links and, as such, assumes no responsibility or liability for the content at such third-party links.  The inclusion of any third-party link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by IDGL of any information contained in any third-party site.  In no case shall IDGL be responsible for the information contained on that third-party site or a Member’s use of or inability to use such a third-party site.  Members should be aware that linked third-party sites may contain rules and regulations, privacy provisions, confidentiality provisions, transmission of personal data provisions, and other provisions that differ from the provisions provided on the IDGL Website.  IDGL is not responsible for such third-party provisions and expressly disclaims any liability related to such provisions.  Members who choose to access such third-party links do so at their own risk.
  9. Members are responsible for maintaining the confidentiality of their account and password, as well as for restricting access to the Member’s computing devices that access the IDGL Website.  The Member agrees to accept responsibility for all activities that occur under the Member’s account or password.  The Member may not assign or otherwise transfer the Member’s account to any other person or entity.  The Member acknowledges that IDGL is not responsible for third-party access to the Member’s account that results from theft or misappropriation of the Member’s account.  IDGL and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content at IDGL’s sole discretion. 
  10. IDGL does not knowingly collect, either online or offline, personal information from persons under the age of thirteen.  If the Member is under 18, then the Member may use the IDGL Website only with permission of a parent or guardian.
  11. International Users:  The IDGL Website and the services provided therefrom are controlled, operated, and administered by IDGL from within the United States of America.  If an International User accesses the IDGL Website and related services from a location outside the USA, then the International User shall be responsible for compliance with all applicable foreign local laws, and IDGL accepts no responsibility for any violation of such foreign local laws whatsoever.
2.2 Timing and Fees for Founding Members:

  1. The IDGL Website provides enhanced Membership benefits for its Founding Members; that is, for the first fifty (50) subscribed Members to the IDGL Website. These enhanced benefits are provided in exchange for the Founding Members subscribing before the full launch of the IDGL Website and providing feedback as the IDGL Website is brought towards its final launch.
  2. The Founding Members’ full Membership access will begin in full by July 1, 2024.
  3. IDGL will keep all Founding Members updated on the status of the IDGL Website via social media accounts, email, and a monthly newsletter.  This includes notifying all Founding Members as to when their full Membership access has been enabled.
  4. The Initial Membership Fee and Annual Membership-Renewal Fees for a Founding Member will be $599 for the Initial Membership onboarding, which is nonrefundable, and ZERO ($0.00) for the first two Annual-Dues Fees.  Starting at the beginning of the third (3rd) year of Membership, the Annual-Dues Fee will be increased to match the Annual-Dues Fee for standard members in effect at the time.
  5. Whenever IDGL elects to modify the Membership Fee Schedule, IDGL shall provide a minimum of thirty (30) days of written notice on the IDGL Website before such changes take effect.
2.3 Fees for Standard Members:

  1. The Initial Membership Fee and Annual Membership-Renewal Fees for a standard Member will be $799 for the Initial Membership onboarding, which is nonrefundable, and one-hundred-twenty-nine dollars ($169) for each Annual-Dues Fee.
  2. Whenever IDGL elects to modify the Membership Fee Schedule, IDGL shall provide a minimum of thirty (30) days of written notice on the IDGL Website before such changes take effect.
2.4 Standard Membership Benefits:

  1. All subscribed Members will be given access to the following:

  1. Online Lessons;
  2. The Interior Design greenListTM, which is an interactive directory, ranking manufacturers of finishes, fixtures, and furnishings, based on their level of commitment to sustainability;
  3. IDGL’s Online Community, which is a Private Chat hosted by IDGL where Members can continue conversations, ask each other questions, give advice, and generally support one another;
  4. Preferential rewards for enlisting new Members.  This Referral Rewards Program is still in development and will be formally announced later.
2.5 Founding Membership Benefits:

  1. In addition to the benefits provided to all standard Members, as listed in Section 2.3 above, all subscribed Founding Members will enjoy the following:

  1. A significantly discounted/reduced Initial Membership Fee for the first subscription year and no Annual Membership-Dues Fees for Membership years one and two; and;
  2. An exclusive “Interior Design greenListTM Badge” that allows the Founding Member to post on their personal/business website, which alerts visitors of the Founding Member’s commitment to providing eco-friendly/responsible renovations to their customers; and
  3. Periodic features of the Founding Member’s business on IDGL’s channels; and
  4. A permanent webpage feature on the IDGL Website’s “Hall of Fame” that will link back to the Founding Member’s personal/business website; and
  5. Exclusive access to the finalized IDGL Website and features for thirty (30) days after launch; that is, no other new Members/Designers will be allowed to access the IDGL Website and its features/services during those 30 days; and
  6. When the IDGL Website is finalized and ready for its official launch, an invitation to join an exclusive Launch Party to connect with Interior Design greenListTM Founding Members; and
  7. Preferential rewards for enlisting new Members.  This Referral Rewards Program is still in development and will be formally announced later.
2.6 Limitations:

  1. The IDGL Website is only offered and available to Members who are 18 years of age or older.  By using the IDGL Website, the User represents and warrants that the User is at least 18 years of age and is of legal age to form a binding contract with IDGLIDGL may use third parties to verify eligibility requirements, which is detailed in IDGL’s separate Privacy Policy.  If a User does not meet these age requirements, then the User shall not be allowed to access or use the IDGL Website.
  2. IDGL reserves the right to make and publish changes to these Terms of Service at any time and at IDGL’s sole discretion.  All changes shall be effective immediately from the time IDGL publishes said changes and shall apply to all access to and use of the IDGL Website thereafter.  By continuing to use the IDGL Website and related services, Users agree to the Terms of Service as modified or as they currently appear.  Users are hereby notified that they are expected to periodically review the IDGL Website’s published Terms of Service, so they are aware of any changes, which are binding on all Users/Members.
  3. All information posted by IDGL on the IDGL Website, including information for “Frequently Answered Questions” or on IDGL’s SlackTM Channel, shall not be legally binding on IDGL, and is for information purposes only and does not form part of the Terms of Service described herein.
2.7 Communications:  

  1. By using the IDGL Website, Members consent to receive communications from IDGL electronically, including emails and messages posted to the Member’s Account. all as discussed IDGL’s Privacy Policy.
  2. Members acknowledge and agree that all communications that IDGL sends to them electronically satisfy any legal requirement that such communications be in writing.  If any Member desires to withdraw their consent to receiving communications from IDGL, then such consent withdrawal shall be emailed to the main email address listed on the website at the time.
  3. Members consent to adhere to the IDGL Website’s Code of Conduct.  Said Code of Conduct currently requires that Members refrain from any online conduct (e.g., messaging, email, etc.) that harasses, threatens, or bullies, any other Members.  The failure to adhere to the IDGL’s Code of Conduct may result in the offending Member’s suspension or termination of their membership and the forfeiture of their paid Membership Fees.  Depending on the severity of the infraction(s), an offending Member may be barred from reestablishing their membership and access to the IDGL Website in the future.
2.8 IDGL reserves the right to:

  1. Modify, suspend, or terminate any portion of or the entirety of the IDGL Website at any time and without notice; and
  2. Suspend or cancel any Member Account, if in IDGL’s reasonable opinion, the Member fails to comply with these Terms of Service and/or is violative of any applicable law; and
  3. Monitor the use of the IDGL Website and Platform to verify compliance with these Terms of Service and/or any applicable law; and
  4. Investigate any suspected or alleged misuse or unlawful use of the IDGL Website and Platform and cooperate with law enforcement agencies in such investigation; and
  5. Disclose information about Members’ use of the IDGL Website and Platform in connection with any law-enforcement investigation of any suspected or alleged illegal activity, or in response to a lawful court order; and
  6. Restrict, limit, suspend, and/or terminate any Member access to the IDGL Website/Platform or any portion thereof; and
  7. Change the Payment Processors used by IDGL, after performing reasonably good-faith efforts to verify the qualifications and good standing of any prospective new Payment Processor, and after written notification to Members (including all applicable details) is transmitted to the Member Account.
2.9 Digital Millennium Copyright Act (“DMCA”)

  1. IDGL respects the intellectual property rights of others.  Pursuant to the DMCA, IDGL will respond expeditiously to claims of copyright infringement (or other types of intellectual property infringement for that matter) on the IDGL Website, if submitted to IDGL’s DMCA Agent for such matters, as described below.  Upon receipt of a notice that alleges copyright infringement (or other types of intellectual-property infringement), IDGL will take whatever action IDGL deems appropriate within IDGL’s sole discretion, including the removal of the allegedly infringing materials and possible termination of access to Members who have submitted any infringing materials to IDGL (for example, posting infringing subject matter to IDGL’s SlackTM Channel.). 
  2. If a party believes that its intellectual property rights have been violated by IDGL, or by a third party that has uploaded infringing materials to the IDGL Website, then the party must notify IDGL’s designated DMCA Agent (as indicated in Section 2.9.d below) and provide the following information:
  3. A description of the copyrighted work or other intellectual property that the party is claiming to be infringed;
  4. A description of where the allegedly infringing material is located on the IDGL Website;
  5. An address, telephone number, and email address where IDGL can contact the complaining party and, if different, an email address where the alleged infringing party, if not IDGL, can contact the complaining party;
  6. A statement that the complaining party has a good-faith belief that the use of the materials is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law;
  7. A statement by the complaining party, under penalty of perjury, that the information in the complaining party’s notice is accurate and that the complaining party is the owner of the subject copyright or other intellectual property, or is authorized to act on the owner’s behalf; and
  8. The electronic or physical signature of the complaining party.
  9. IDGL may request additional information before removing any allegedly infringing materials.  If IDGL does remove the allegedly infringing materials, then IDGL will immediately notify the Member responsible for the posting/uploading of such materials that IDGL removed or disabled access to the materials.  IDGL may also provide the responsible Member with the complaining party’s email address so that the Member can respond to the complaining party’s allegations.
  10. Pursuant to 17 U.S.C § 512(c), IDGL’s DMCA Agent is:
    Megan Thompson
    720-446-9327
    Email address listed on www.idInterior Design greenList.com

SECTION 3  —  MEMBER ACCOUNT REGISTRATION AND MANAGEMENT

3.1 Creating a Member Account:  To become a registered Member, a IDGL Member Account must be created, observing the following:

  1. A Member is responsible for providing accurate information for their registration, including a valid email address, a username, and a password.  The entry of any inaccurate/invalid information shall be grounds to cancel or suspend the Member’s Account. A Member’s access and use of the IDGL Website is conditioned that all of the Member information provided by the Member on the IDGL Website is correct, current, and complete.
  2. The Member agrees that all information provided by the Member, including, but not limited to, information provided via any interactive features on the IDGL Website, is governed by IDGL’s Privacy Policy, and the Member acknowledges that the Member is aware of how and why IDGL processes Member personal data, as described in IDGL’s Privacy Policy.
  3. Full access to the IDGL Website requires that a Member provide valid payment card information (e.g., credit or debit) to a Payment Processor, and said Payment Processor shall store such payment card information. 
  4. A Member may choose to provide and store multiple payment-card details onto their Member Account to account for the event whereby a payment from the first payment card listed is rejected (for whatever reason[s]), causing the next-listed payment card to be used for the full payment due.
3.2 Deactivating a Member Account:

  1. A Member Account can be deactivated from the Member-Account webpage.
  2. Deactivation of Member Account shall take effect as soon as practicable, and all further charges will immediately be stopped.  Full access to the IDGL Website will also be immediately stopped, and all associated services will also be canceled.
  3. A Member can deactivate their Member Account; however, the deactivation will only take effect once the current paid-for subscription period has expired and no positive balance on that account remains.
  4. IDGL shall send deactivation notices to the email address listed in the Member Account.
3.3 Member Warranties and Representations:  By registering as a Member on the IDGL Website, the Member affirms each of the following:

  1. The Member-Account registration and profile information is truthful and accurate.
  2. The Member is at least 18 years of age and is of the legal age to form a binding contract with IDGL.
  3. If the Member previously had registered a Member Account with IDGL, that previous registration was maintained in good standing and was not terminated or suspended by IDGL for violation of these Terms of Service.
  4. The Member Account shall only be used for the Member’s personal use and the Member shall not transfer or sell the Member Account to a third party or otherwise facilitate a third party to access the Member Account.
  5. The Member agrees that IDGL has the right to audit its Member Accounts at any time and to verify the Member-Account information that was provided, as well as the Member’s compliance with these Terms of Service.  If invalid Member-Account information is discovered and/or the Member is found to not comply with these Terms of Service, then IDGL shall have the right to disable, suspend, or terminate the Member Account.
  6. The Member acknowledges that the Member is fully responsible for all activities that occur in the Member’s Account and the Member is responsible for keeping their login details confidential and secure.  Further, the Member agrees not to disclose their login details to any third party and immediately notify IDGL, if the Member believes that their Member Account has been compromised by a third party and/or some sort of security breach has occurred.
  7. If the Member is using the IDGL Website on behalf of a business or other entity, then the Member is authorized to grant all the licenses required under these Terms of Service, and the Member is authorized to bind the business or other entity to these Terms of Service.

3.5 IDGL Warranties and Representations:  IDGL does not warrant that the IDGL Website and its associated services and functionality will be compatible with all devices and operating systems.  It is the Member’s sole responsibility to ascertain whether the IDGL Website and associated applications and functionality are compatible with the Member’s computing devices.

SECTION 4  —  MANAGEMENT OF MEMBER PAYMENTS

4.1 IDGL-Authorized Payment Processors:  IDGL shall authorize and procure Payment Processors to process Member payments to IDGLIDGL reserves the right to change its Payment Processor at any time at IDGL’s sole discretion.

4.2 Member Payments:

  1. The Payment Processor is responsible for the storage of the Member’s payment card information, and IDGL does not store such information on its servers.  An automatic account renewal option is available for the Member to select so that annual payments occur seamlessly but is not required to be selected and if selected can later be canceled.  It should be noted that if the automatic renewal option is not selected (or is canceled), then the ability of a Member to fully access the IDGL Website will expire as soon as the currently paid-for subscription period expires.
  2. If any Member payment made is subsequently rejected by the Payment Processor or the Member has initiated a Chargeback through their payment-card company, then IDGL shall have the right to immediately suspend or deactivate the Member Account.
SECTION 5  — INTELLECTUAL PROPERTY RIGHTS AND LIMITATIONS

5.1 Intellectual Property Owned by IDGL:

  1. The IDGL Website and its entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by IDGL, IDGL’s licensors, and/or other providers of such material and may be protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
  2. Members agree to not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the IDGL Website, except for automatic caching by the Member’s Web browser for display-efficiency purposes.
  3. The unauthorized use or publication of any IDGL-owned materials in violation of this Section 5 shall result in the immediate termination of the Member’s use and access to the IDGL Website.  In such cases, IDGL shall have the right to demand from the Member to return or certify the destruction of such unauthorized copies of IDGL materials.
  4. Members have no right, title, or interest in or to the IDGL Website or any content on the IDGL Website, and all rights not expressly granted are reserved by IDGL.  Any use of the IDGL Website not expressly permitted by these Terms of Service shall be considered a material breach of these Terms of Service, as well as may violate copyright, trademark, and other applicable laws.
  5. The IDGL name, logo, and all related names, logos, product/service names, designs, and slogans are trademarks of IDGL and/or its affiliates or licensors.  Members shall not use such marks without first obtaining the express written consent of IDGL.  Any other names, logos, product/service names, designs, and slogans (that is, other trademarks and/or service marks) that appear on the IDGL Website are the property of their respective owners.

5.2 License to Use Intellectual Property Owned by IDGL:

  1. Subject to all of the terms, conditions, limitations, and restrictions contained in these Terms of Service, IDGL grants its registered Members a conditional, revocable, non-transferable, non-sublicensable, non-exclusive and limited license to use the IDGL Website and its entire contents, features (including training courses/modules), and functionality for the Member’s own lawful and personal use only (see Sections 5.3 and 5.4, below, for a discussion of acceptable and prohibited uses).
  2. The Member acknowledges and agrees that the foregoing license described in Section 5.2.a may be revoked and terminated by IDGL at any time and for any reason.  A material breach of these Terms of Service will result in the revocation of said license. 
  3. Limitations to License:  The Member agrees that the Member’s use and access to proprietary and other intellectual property materials owned by IDGL may not be shared with any other parties and such use and access is only intended for the benefit of the Member while their Membership remains in good standing.  The unauthorized sharing of information and materials derived from the IDGL Website with non-members is considered a material breach of these Terms of Service and IDGL retains all legal rights and remedies in such cases. 

5.3 Acceptable Uses of the IDGL Website by Members:  To be in acceptable use of the IDGL Website and its entire contents, features, and functionality, Members shall fully comply with these Terms of Service.

5.5 Prohibited Uses of the IDGL Website by Members:  To be an acceptable use of the IDGL Website and its entire contents, features, and functionality, Members shall fully comply with these Terms of Service.  In addition, Members shall not:

  1. Falsify any Member-Account-registration information, or make unauthorized use of another’s information or content; nor
  2. Use IDGL’s Website and any related functionality in any manner or for any purpose that is illegal or unlawful, including engaging in any activity that violates any right of any person or entity; nor
  3. Represent themselves as: (i) being affiliated with IDGL; (ii) an employee or agent of IDGL; (iii) another User; or (iv) any other person or entity other than themselves; nor
  4. Falsely state, suggest, or otherwise misrepresent any affiliation, endorsement, and/or sponsorship between the Member (or any entity affiliated with the Member) and IDGL; nor
  5. Copy, reproduce, distribute, modify, or create derivative works from, any portion of IDGL’s Website and any related functionality without first obtaining IDGL’s express written permission; nor
  6. Use IDGL’s Website and any related functionality to transmit, or procure the sending of, any advertising or promotional material (e.g., any “junk mail”, “chain letter”, “spam”, or any other similar solicitation); nor
  7. Engage in any other conduct that restricts or inhibits another person’s use or enjoyment of IDGL’s Website and any related functionality, nor engage in conduct that, as determined by IDGL, may harm IDGL or Members of the IDGL Website/Platform and/or expose them to liability; nor
  8. Remove, erase, modify, or tamper with any copyright, trademark, or other proprietary rights notice that is contained in any IDGL Website Content that the Member does not own; nor
  9. Use IDGL’s Website and any related functionality in any manner that could disable, overburden, damage, or impair the IDGL Website and any related functionality or interfere with any other party’s use of the IDGL Website and any related functionality, including their ability to engage in real time activities through the IDGL Website; nor
  10. Decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of IDGL’s Website and any related functionality/applications; nor
  11. Interfere in any way with the operation of IDGL, including or any server, network, or system associated with IDGL, and including, without limitation:  hacking, mail-bombing, flooding, overloading, or making “denial-of-service” attacks; probing, scanning or testing the vulnerability of the site or any server, network or system associated with the site; breaching or circumventing firewall, encryption, security or authentication routines; accessing information not intended for the Member, or accessing another Member’s account that the Member is not expressly authorized to access; nor
  12. Use the IDGL Website for any unauthorized purpose, including, without limitation, for purposes of building a competitive product or service, performance or functionality, or for any other competitive purposes; nor
  13. Use any automated program, tool, or process (including without limitation, web crawlers, robots, bots, spiders, and automated scripts) to access the IDGL Website or any server, network, or system associated with IDGL, or to extract, collect, harvest, or gather content or information from IDGL.

5.6 Actions Upon Reported Prohibited Uses of the IDGL Website by Members: 

  1. If IDGL becomes aware of any allegations of prohibited uses of the IDGL Website and/or prohibited uses of IDGL materials obtained therefrom, and IDGL then subsequently verifies said misuses by a Member, then the Member’s Account shall be immediately suspended, subject to permanent revocation and possible legal action, and the Member shall be notified via email.
  2. A Member who repeatedly violates IDGL’s Acceptable Uses policy may be deactivated at the sole discretion of IDGL.
SECTION 6  —  IDGL DISCLAIMERS AND LIMITATIONS OF LIABILITY

6.1 ALTHOUGH THE INFORMATION PROVIDED TO USERS ON THE IDGL WEBSITE IS OBTAINED OR COMPILED FROM SOURCES THAT IDGL BELIEVES TO BE RELIABLE, IDGL CANNOT AND DOES NOT WARRANT OR GUARANTEE THE ACCURACY, VALIDITY, TIMELINESS, OR COMPLETENESS OF ANY INFORMATION OR DATA MADE AVAILABLE TO USERS.

6.2 ALL INFORMATION, PRODUCTS, AND SERVICES ON, OR MADE AVAILABLE THROUGH, THE IDGL WEBSITE APP ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.  IDGL DOES NOT WARRANT THAT THE PROGRAM, INFORMATION, OR SERVICES PROVIDED BY IDGL OR A USER’S USE OF THE IDGL WEBSITE GENERALLY, EITHER EXPRESSLY OR IMPLIEDLY, WILL MEET A USER’S EXPECTATIONS OR WILL BE FIT FOR ANY PARTICULAR PURPOSE.  THE USER AGREES THAT THEIR USE OF THE IDGL WEBSITE IS AT THE USER’S SOLE RISK AND THAT THE IDGL WEBSITE AND/OR MOBILE APP IS PROVIDED TO THE USER “AS-IS” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE.

6.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDGL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

6.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDGL DISCLAIMS ALL LIABILITY IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, UNDER ANY OTHER LEGAL OR EQUITABLE PRINCIPAL, FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOST DATA/INFORMATION, OR LOST BUSINESS GOODWILL/OPPORTUNITIES) ARISING OUT OF OR RELATED TO THE USER’S USE OF (OR INABILITY TO USE) THE IDGL WEBSITE AND/OR ANY OF ITS RELATED FEATURES/SERVICES.

6.5 IDGL does not operate or control the products or services offered by clicking on third-party links from the IDGL Website, if any.  Only those third parties are responsible for the content and functionality of those links, and IDGL is not a party to any transaction between a User and such third parties.

6.6 IDGL also does not warrant or guarantee the following:

  1. That IDGL and all of its Services and features will be available at any particular time or location; nor
  2. That IDGL and all of its Services and features will be secure, uninterrupted, and error-free; nor
  3. That any defect or error will be corrected; nor
  4. That IDGL Website and all of its Services and features will be free of viruses and other harmful components (Users are responsible for implementing sufficient security procedures for antivirus protection and for the verification of accuracy of any data input and output, and Users are responsible for maintaining a means to recover/reconstruct any lost data.); nor
  5. That use of the IDGL Website will be uninterrupted or error-free twenty-four hours a day, seven days a week, including periods when IDGL may need to carry out maintenance of the IDGL Website and/or related features/applications from time to time.  IDGL shall use commercially reasonable attempts to carry out maintenance of the IDGL Website outside of normal business hours (between 08:00 and 17:00 Mountain Time Zone), and IDGL shall try to provide Users with reasonable notice of any planned outages (however, this may not always be possible for emergent situations).

6.7 IDGL shall not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect a User’s computer equipment, computer programs, data, and/or other proprietary material due to:  (i) the User’s use of the IDGL Website or any services or items obtained through the IDGL Website; or (ii) the User’s downloading of any material from the IDGL Website or on any other website linked to the IDGL Website.

6.8 The use of the IDGL Website and associated services and features is solely and entirely conducted at the User’s own risk unless such disclaimer of risk by IDGL is otherwise prohibited by law. 

6.9 To the extent allowed by applicable law, in no case shall the total and aggregate liability of IDGL to a User for any and all claims arising out of the User’s use of the IDGL Website and its related Services and features exceed the sum of one-hundred U.S. Dollars ($100.00 USD).

SECTION 7  —  USER INDEMNIFICATIONS OF IDGL

7.1 The User agrees to indemnify and hold harmless IDGL and its employees, agents, representatives, successors, and assigns from and against any claims, demands, causes of action, actions, suits, proceedings, judgments, orders, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) arising out of or related to any of the following: 

  1. The User’s use of the IDGL Website or any of its services or features; and
  2. The User’s violation of these Terms of Service or any applicable law.
SECTION 8  —  DISPUTE RESOLUTION

8.1 Choice of Law:  These Terms of Service shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts-of-laws doctrines of such state or other jurisdiction to the contrary, and without the aid of any canon, custom, or rule of law requiring construction against the draftsman.

8.2 Jurisdiction and Venue:  The User and IDGL hereby irrevocably agree that the exclusive venue for any arbitration, suit, action, or other proceeding arising out of or in any way related to these Terms of Service shall be in the City and County of Denver, Colorado, and the Parties agree to the exclusive personal jurisdiction and venue of any court in the City and County of Denver, Colorado, and waive defense thereto.

8.3 Time Limit to Bring Cause of Action:  Any cause of action that a User may have concerning the User’s use of the IDGL Website/Platform and related features and services must be commenced within one (1) year after the claim or cause of action arises.

8.4 Binding Arbitration:  In the event of a dispute between the Parties that cannot be resolved after good-faith negotiations between themselves, then the Parties agree to binding Arbitration under the Commercial Arbitration Rules of the American Arbitration Association, with the venue to be in the City and County of Denver, Colorado, and shall negotiate in good faith to select an Arbitrator.  The successful or prevailing party shall be entitled to, and the Arbitrator shall be empowered to award, reasonable attorneys’ fees and other costs incurred in connection with that action, suit, or proceeding, in addition to any other relief to which such party may be entitled.

8.5 Other Damages:  The User acknowledges and agrees that if these Terms of Service are materially breached by the User, damages may be an inadequate remedy and other relief including, but not limited to, specific performance and/or injunctive relief from a court of competent jurisdiction within the City & County of Denver, Colorado may be appropriate for the enforcement of these Terms of Service.  Similarly, a party may seek to perfect any judgment from an Arbitrator in the state or federal courts located in the City and County of Denver, Colorado.

SECTION 9  —  GENERAL PROVISIONS

9.1 Severability:  If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or a portion thereof, to be unenforceable, then that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Service, and the remainder of these Terms of Service shall continue in full force and effect.

9.2 No Implied Waiver:  The failure of IDGL to enforce any term or condition set out in these Terms of Service shall not be deemed a further or continuing waiver of such term or condition, nor as a waiver of any other term or condition, and any failure by IDGL to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

9.3 Entire Agreement:  Except for the Privacy Policy respecting any Member Account with IDGL, these Terms of Service constitute the entire agreement between IDGL and the User and it supersedes all prior or contemporaneous communications, agreements, and understandings between IDGL and the User concerning the subject matter hereof.

9.4 Force Majeure:  IDGL shall not be liable for any failure to perform any of its obligations under these Terms of Service during any period in which such failure to perform arises directly or indirectly out of an act of nature, acts of the public enemy, embargoes, insurrection, riot, or the intervention of any government authority (collectively, “Excusable Cause”), provided that IDGL notifies the User of such delay in writing and uses its best efforts to minimize the adverse effect of such events.

By checking the below box, I acknowledge that I have read and agree to all the foregoing Terms of Service.