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PLEASE read these terms and conditions of use carefully
before using this website.
By using www.IdeaMamaClub.com,
you agree to be bound by these Terms and Conditions of Use. If you do not agree
to these Terms and Conditions of Use, please do not use the
www.IdeaMamaClub.com. We reserve the right to change these Terms and Conditions
of Use, in whole or in part, at any time with or without notice. You should always
check these Terms and Conditions of Use prior to using the IdeaMama Websites. Your
continued use of the IdeaMama Websites following the posting of changes to these
Terms and Conditions of Use will mean you accept those changes.
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INTRODUCTION
You agree to the terms and conditions of provided in this
Terms and Conditions of Use agreement. The IdeaMama WEBSITES are owned and created
by IdeaMama Club Corporation and supervised by IdeaMama Group (referred to as "IdeaMama",
"we", "us" and "our"). The contents of the IdeaMama WEBSITES are copyrighted and
protected by law. Except as stated herein, none of the material on the IdeaMama
WEBSITES may be copied, reproduced, distributed, republished, uploaded, displayed,
posted or transmitted in any way whatsoever. However, you may download material
for your own personal, non-commercial use, provided that you agree to abide by any
copyright notice or other restrictions contained in any material included in or
accessed through the IdeaMama WEBSITES and include any author attribution, copyright
or trademark notice or restriction in any such material that you download. You may
not use such downloaded material for any commercial purpose. Modification of the
materials or use of the materials for any other purpose is a violation of copyright
law and other proprietary rights.
You acknowledge that you obtain no proprietary rights
in IdeaMama's trademarks, service marks, tradenames, URLs, copyrighted material,
patents, and patent applications, and agree not to challenge IdeaMama's proprietary
rights.
The use of any trademarks appearing on the IdeaMama WEBSITES
or any other content on the IdeaMama WEBSITES, except as expressly provided in these
Terms and Conditions of Use, is strictly prohibited.
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ELIGIBILITY
Use of the IdeaMama Site is available only to persons
who can form legally binding contracts under applicable law. Persons who are "incompetent
to contract" within the meaning of applicable law including minors, un-discharged
insolvents etc. are not eligible to use the IdeaMama. If you are a minor i.e. under
the age of 18 years, you cannot register as a member of the IdeaMama.
IdeaMama reserves the right to terminate your membership and refuse to provide you
with access to the IdeaMama Site if IdeaMama discovers that you are under the age
of 18 years. The IdeaMama Club is not available to persons whose membership has
been suspended or terminated by IdeaMama. If you are registering as a business entity,
you represent that you have the authority to bind the entity to this Agreement.
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VENUE FOR COMMUNICATION
The IdeaMama Site is only a venue where Users may meet
and interact with one another for their transactions. IdeaMama is not and cannot
be a party to or control in any manner any transaction between two Users of the
IdeaMama Site. Consequently:
(a) IdeaMama is not responsible for any non-performance
or breach of any contract entered into between Users. IdeaMama cannot and does not
guarantee that the concerned Users will perform any transaction concluded on the
IdeaMama Site. IdeaMama shall not and is not required to mediate or resolve any
dispute or disagreement between Users.
(b) IdeaMama does not make any representation or Warranty
as to the attributes (such as quality, worth, marketability, etc.) of the items
or services proposed to be sold or purchased on the IdeaMama site. In particular,
IdeaMama does not implicitly or explicitly support or endorse the sale or purchase
of any items or services on the IdeaMama site or on third party links provided by
IdeaMama. IdeaMama accepts no liability for any errors or omissions, whether on
behalf of itself or third parties.
(c) IdeaMama does not make any representation or warranty
as to the attributes (such as legal title, creditworthiness, identity, etc.) of
any of its Users. You are advised to independently verify the bona fides of any
particular User that you choose to deal with on the IdeaMama Site and use your best
judgment in that behalf.
(d) The IdeaMama Site is a channel of communication whereby
the Users can reach a larger base to buy and sell items or services. IdeaMama is
only providing a platform for communication and it is agreed that the contract for
sale of any of the products or services shall be a strictly bipartite contract between
the Seller and the buyer. At no time shall any right, title or interest over the
items vest with IdeaMama nor shall IdeaMama have any obligations or liabilities
in respect of such contract. IdeaMama is not responsible for unsatisfactory or delayed
performance of services or damages or delays as a result of items which are out
of stock, back ordered or otherwise unavailable. All items are offered only for
a restricted time and only for the available supply.
(e) You shall independently agree upon the manner and
terms and conditions of delivery, payment, insurance etc. with the other registered
Users that you transact with.
(f) You release and indemnify IdeaMama and/or any of its
officers and representatives from any cost, damage, liability or other consequence
of any of the actions of the Users of the IdeaMama Site and specifically waive any
claims that you may have in this behalf under any applicable law. Notwithstanding
its reasonable efforts in that behalf, IdeaMama cannot control the information provided
by other Users which is made available on the IdeaMama Site. You may find other
User's information to be offensive, harmful, inaccurate, or deceptive. Please use
caution, common sense, and practice safe trading when using the IdeaMama Site. Please
note that there are also risks of dealing with foreign nationals, underage persons
or people acting under false pretence.
(g) Posting of any blogs or subclubs by IdeaMama employees
or shareholders, in case they are registered as members, cannot be and should not
be judged as official communication or representation by IdeaMama. All communication
and information will be provided in FAQ and legal documents attached to this site.
Anyone reliance on such information will be at your own risk and IdeaMama will not
liable for direct or indirect losses or damages, arising out of the reliance on
such information.
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ACCOUNT AND REGISTRATION OBLIGATIONS
If you use the IdeaMama, you are responsible for maintaining
the confidentiality of your account and Password and for restricting access to your
computer, and you agree to accept responsibility for all activities that occur under
your account or Password.
You agree to:
(a) Provide true, accurate, current and complete information
about yourself as prompted by IdeaMama's registration form (such information being
the "Membership Data") (b) You must not include any of your contact details such
as email addresses etc in your username; and (c) Maintain and promptly update the
Membership Data to keep it true, accurate, current and complete. If you provide
any information that is untrue, inaccurate, not current or incomplete or IdeaMama
has reasonable grounds to suspect that such information is untrue, inaccurate, not
current or incomplete, or not in accordance with the User Agreement, IdeaMama has
the right to indefinitely suspend or terminate your membership and refuse to provide
you with access to the Site and any information previously posted by you and other
members.
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USE OF THE IDEAMAMA SITE
You agree, undertake and confirm that your use of the
IdeaMama Site shall be strictly governed by the following binding principles:
(A) "Your
Information" is defined as any information you provide to us or other users of the
IdeaMama site ("Users") in the registration, bidding, buying or listing process,
in the feedback area or through any e-mail feature. You are solely responsible for
Your Information, and we act as a passive conduit for your online distribution and
publication of Your Information.
(B) Your Information (or any items listed):
(i)
shall not be false, inaccurate or misleading;
(ii)
shall not be fraudulent or involve the sale of counterfeit or stolen items;
(iii)
shall not infringe any third party's intellectual property, trade secret or other
proprietary rights or rights of publicity or privacy;
(iv)
shall not, directly or indirectly, offer, attempt to offer, trade or attempt to
trade in any item, the dealing of which is prohibited or restricted in any manner
under the provisions of any applicable law, rule, regulation or guideline for the
time being in force.
Without prejudice to the generality of the above, IdeaMama
does not permit transactions in the following items:
- Living, dead creatures and/or the whole or any part of
any animal which has been kept or preserved by any means whether artificial or natural
including rugs, skins, specimens of animals, antlers, horns, hair, feathers, nails,
teeth, musk, eggs, nests, other animal products of any description the sale and
purchase of which is prevented or restricted in any manner by applicable laws. - Weapons of any description.
- Liquor, tobacco products, drugs, psychotropic substances,
narcotics, intoxicants of any description, medicines, palliative/curative substances.
- Religious items, including books, artifacts, etc. of
any description or any other such item which is likely to affect the religious sentiments
of any person.
- "Antiquities" and "Art Treasures" in violation of the
provisions of any applicable laws.
- Used cellular phone SIM Cards.
(v) shall not be defamatory, trade libelous, unlawfully
threatening or unlawfully harassing;
(v) shall not be obscene or contain pornography or contain
an "indecent representation of women";
(vi) shall not contain any viruses, Trojan horses, worms,
time bombs, cancelbots, easter eggs or other computer programming routines that
may damage, detrimentally interfere with, surreptitiously intercept or expropriate
any system, data or personal information;
(vii) shall not create liability for us or cause us to
lose (in whole or in part) the services of our ISPs or other suppliers;
and
(viii) shall not link directly or indirectly to or include
descriptions of items, goods or services that:
- are prohibited under the User Agreement or any other
applicable law for the time being in force;
- are identical to other items you have up for auction
but are priced lower than your item's price, the reserve price of the item or minimum
bid amount;
- are concurrently listed for sale on a web site other
than the IdeaMama Site; or
- you do not have a right to link to or include.
(C) Solely to enable IdeaMama to use the information you
supply us with, so that we are not violating any rights you might have in Your Information,
you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free,
sub-licensable (through multiple tiers) right to exercise the copyright, publicity,
and database rights (but no other rights) you have in Your Information, in any media
now known or not currently known, with respect to Your Information. IdeaMama will
only use Your Information in accordance with the User Agreement and IdeaMama's Privacy
Policy.
(D) You represent and confirm that you shall be the sole
and exclusive legal owner of all items, goods, products or services of any description
that you wish to offer for sale on the IdeaMama Site. You shall have complete right,
title and authority to deal in and offer for sale such items, goods or products.
(E) In the event that any transaction or attempted transaction
relating to any item, good or service which is violative of this User Agreement
or applicable law comes to your knowledge, you shall take all steps to inform IdeaMama
of the same. You may contact IdeaMama via Contact page
(F) You shall not, either alone or in conjunction with
other Users, manipulate or attempt to manipulate the prices of any item or services
being sold or purchased on the IdeaMama Site.
(G) You shall comply with all applicable Domestic (including
the provisions of any applicable Exchange Control Laws or Regulations in Force)
and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations
(including, but not limited to Sales Tax/ VAT, Income Tax, Octroi, Service Tax,
Excise, Custom Duty, Local Levies) regarding your use of our service, listing, purchase,
solicitation of offers to purchase, and sale of items or services. You shall not
engage in any transaction in an item or service, which is prohibited by the provisions
of any applicable law including exchange control laws or regulations for the time
being in force.
(H) From time to time, you shall be responsible for providing
information relating to the items or services proposed to be sold/purchased/utilized
by you. In this connection, you undertake that all such information shall be accurate
in all respects. You shall not exaggerate or over emphasize the attributes of such
items or services so as to mislead other Users in any manner.
(I) You will not disclose your contact details like Phone
number, address, emailing address in buying or listing process, or anywhere on the
IdeaMama site including the feedback area, discussion forum or through any e-mail
feature to bypass IdeaMama.
(J) You may find potential adult material/mature audience
items being displayed on the IdeaMama Site. Such material or items are to be viewed/sold/bought/bid
on by adults aged 18 years or older only. If you are not 18 years of age you cannot
view/sell/buy/bid on such material/items. If you do not qualify, please do not use
the IdeaMama Site.
If you choose to view /sell/ buy / bid on mature audience
items or items that are restricted to adult use, you are certifying that:
(a) you have the legal right to view / sell/ buy / bid
on such items;
(b) you are not offended by the adult content/item;
(c) it is your decision to view / sell/ buy / bid on the
adult content/item on the IdeaMama Site; and
(d) such items/content are being viewed/sold/bought/bid
on by yourself only and you are not allowing underage minors to view / sell/ buy
/ bid on such items/content from your computer.
(K) You certify that you will not sell, list or display
any mature audience items or items that are restricted to adult use on the IdeaMama
Site, without following the procedure prescribed by IdeaMama for selling, listing
or displaying such items on the IdeaMama site.
You acknowledge that IdeaMama will not be responsible for any liability arising
from your default in complying with the provisions of this clause.
Please review our Mature Audiences Policy for further information.
Ø
COMMUNICATIONS
When you visit the IdeaMama Site or send emails to us,
you are communicating with us electronically. You consent to receive communications
from us electronically. We will communicate with you by email or by posting notices
on the IdeaMama. You agree that all agreements, notices, disclosures and other communications
that we provide to you electronically satisfy any legal requirement that such communications
be in writing.
Ø
FORUMS AND E-MAIL
IdeaMama may offer features such as Notice Boards or e-mail
functions as part of the IdeaMama WEBSITES (referred to as "
FORUM"). You may not submit any material that is unlawful, harmful, harassing,
threatening, abusive, hateful, libelous, defamatory, obscene, pornographic, profane,
vulgar, indecent, sexually explicit or otherwise objectionable that would constitute
a criminal offence, give rise to civil liability, or otherwise violate any applicable
law. Please do not submit any material that is protected by copyright, patent, or
other proprietary right without obtaining permission of the copyright or patent
owner or right holder.
The FORUM
shall not be used for any commercial purposes other than one expressly permitted
hereunder. You will not submit any material to solicit funds or to promote, advertise,
or solicit the sale of any goods or services unless you are authorised to do so
under the applicable law. You are expressly prohibited from soliciting other guests
of the IdeaMama WEBSITES to become members of any commercial online service or other
organization.
We reserve the right, in our sole discretion, to edit
any submission, and to choose to include or not include such submission in the FORUM. The
FORUM includes the opinions, statements and other content of third parties.
We are not responsible for screening, monitoring or verifying such content, including
such content's accuracy, reliability or compliance with copyright or other laws.
Any opinions, statements or other content expressed by third parties are those of
such third parties and not of IdeaMama. IdeaMama does not endorse any such opinion,
statement or other material posted on or accessible through the
FORUM
Ø
PAYMENT METHOD
PAYMENTS FOR CERTAIN ITEMS ON THE IDEAMAMA CLUB CAN BE MADE THROUGH THE ONLINE PAYMENT
FACILITY PROVIDED CALLED PAYPAL. BY USING PAYPAL YOU AGREE TO BE BOUND BY THE TERMS
AND CONDITIONS GOVERNING THE USE OF PAYPAL. BY PROVIDING AN ONLINE PAYMENT FACILITY
ON THE IDEAMAMA CLUB THROUGH PAYPAL, IDEAMAMA IS MERELY FACILITATING THE MAKING
OF ONLINE PAYMENTS BY BUYERS AS PER THEIR CONTRACTUAL OBLIGATIONS TO THE SELLERS
ON THE IDEAMAMA CLUB AND IDEAMAMA IS NOT INVOLVED IN THE PROCESS OF BUYING AND SELLING
OF SUCH ITEMS ON THE IDEAMAMA SITE. ALL SALES AND PURCHASES ON THE IDEAMAMA CLUB
CONTINUE TO BE BIPARTITE CONTRACTS AND IDEAMAMA IS NOT RESPONSIBLE FOR ANY NON-PERFORMANCE
OR BREACH OF ANY CONTRACT ENTERED INTO BETWEEN THE BUYERS AND THE SELLERS. IDEAMAMA
IS MERELY A PLATFORM FOR COMMUNICATION AS SET OUT IN THE SECTION ABOVE.
Ø
IDEAMAMA NETWORK
ACCELERATOR
IdeaMama Network Accelerator
is a program to quickly and easily grow your network by copying selected email addresses
from your contacts in your Outlook and other address books up to the IdeaMama Invitation
System. From there, you can send a personalized invitation to these addresses, inviting
them to join your personal network on IdeaMama.
If you prefer, instead of using the IdeaMama
Network Accelerator you can simply copy and paste your contact's email addresses
into the online Invitation System.
IdeaMama’s Network Accelerator allows you to choose which addresses
to upload to your invitation system on IdeaMama. The addresses are copied up to
the Address book, a secure area within your profile on the IdeaMama Servers where
they are checked to see if they are already members. You can then define an email
to be sent to your contacts who are not already members. When the Invitation batch
is started, IdeaMama sends out your invitation text to your contacts - with no more
than 950 per day sent and contacting any one person no more than once a week.
Please read the Terms and Conditions of use below using IdeaMama’s Network Accelerator
RESPONSIBILITY AND MISUSE
(1) You agree that you will solely be responsible for your use of the
IdeaMama’s Network Accelerator and Invitation System services provided to
you and that you will use the service legally and only for the purposes that it
is intended to be used for. You will also be responsible for ensuring that you have
a right to use your contacts and that you will not, for example, be in breach of
any employment contract nor breach any third party prohibited activity or misuse
policies. Note IdeaMama store each
email address to connect people to their respective Networks when the invitee joins
IdeaMama, responsibility for each email address lies with the member sending the
invitations, the member may block emails within their Invitation
System address lists to prevent further invites being sent (the email address will
stay in the system to ensure it can not be used in another invitation by another
member) or request they be removed completely by emailing
support@ideamamaclub.com.
(2) Furthermore you agree that you will not misuse the services supplied and that
you will abide by any laws applicable to this agreement or the operation of it.
In particular we refer to the use of; material or content we deem to be harmful,
illegal or offensive; any infringement of intellectual rights and copyright or data
protection; using the services for illegal purposes such as fraud or in any other
crime. However, misuse will also include: Distribution of viruses, worms or any
other potentially destructive or otherwise malicious code.
· Breach of
any copyright, intellectual property or the rights of any third party, whatsoever
in nature, and is not contrary to any law
· Allowing
the automated addition of links or content to your account by third parties on an
unmoderated 'free for all' (FFA) basis.
· Pirated software
· Hacker programs
· SPAM or UCE
(unsolicited commercial email)
· Unsecured
mail scripts
(3) You specifically confirm that you will immediately report to us, but also to
use reasonable efforts to immediately stop any unauthorised use or misuse.
(4) Failure to properly use or any breach or misuse whatsoever will result in membership
being withdrawn and that former member will not have access to the IdeaMama services
at all. IdeaMama also reserve the right to take other appropriate action.
LIABILITY DISCLAIMER
IdeaMama offers no warranty or guarantee whatsoever for the installation or use
of IdeaMama’s Network Accelerator or
the services generally are at the users own risk. IdeaMama will not be held responsible
for any loss whatsoever, including incidental or consequential loss, arising out
of IdeaMama’s Network Accelerator or
the Invitation System, (as a whole or in part), its' installation, use or in any
way at all including errors, mistakes, accident, theft or fraud, destruction.
AUDIENCE
IdeaMama Site are open to all (excluding wherever prohibited
by law). It is the responsibility of the Member to inquire about the legalities
in her/his Province or Country. IdeaMama Club Corp. supervises this Website from
its offices located in Ontario, Canada. IdeaMama Club Corp. makes no representation
that materials contained in this Website are appropriate or available for use in
all locations. Those who choose to access this Website from other locations do so
on their own initiative and are responsible for compliance with local laws, if and
to the extent local laws are applicable
Ø
DISCLAIMER
THE IDEAMAMA WEBSITES ARE PROVIDED "AS IS" WITHOUT WARRANTIES
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IDEAMAMA MAKES NO
REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS
OF ANY MATERIAL ON OR ACCESSIBLE THROUGH THE IDEAMAMA WEBSITES. ANY RELIANCE ON
OR USE OF SUCH MATERIAL SHALL BE AT YOUR SOLE RISK. IDEAMAMA MAKES NO REPRESENTATION
OR WARRANTY THAT THE IDEAMAMA WEBSITES WILL BE AVAILABLE ON A TIMELY BASIS OR WILL
BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE IDEAMAMA
WEBSITES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS OR THAT IDEAMAMA'S SECURITY METHODS WILL BE SUFFICIENT. IDEAMAMA WEBSITES
MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND MAY BE CHANGED OR
UPDATED WITHOUT NOTICE. IDEAMAMA MAY ALSO MAKE IMPROVEMENTS AND/OR CHANGES IN THE
PRODUCTS, INFORMATION AND/OR SERVICES DESCRIBED IN THE IDEAMAMA WEBSITES AT ANY
TIME WITHOUT NOTICE.
IDEAMAMA, IT'S OFFICERS AND DIRECTORS, INDIVIDUALLY OR
COLLECTIVELY ASSUME NO LIABILITY OR RESPONSIBILITY FOR THE OUTCOME OF ANY TRANSACTIONS,
DECISION, OR OTHER ACTION THAT ANY IDEAMAMA MEMBER, GUEST, OR VISITOR, MAY ENTER
INTO AS THE RESULT OF ATTENDING ANY MEETING OF IDEAMAMA, LISTENING TO ANY GUEST
SPEAKER, OR TALKING TO ANY IDEAMAMA MEMBER, GUEST, VISITOR, OR PERSONS LISTED ON
IDEAMAMA'S WEBSITE, OR OF FOLLOWING THE EDUCATIONAL CONTENT IN ANY OF THE RESOURCES
IN THE LIBRARY. IDEAMAMA IN NO AY ENDORSES ANY ADVICE THAT MAY BE MADE. MEMBERS
OF IDEAMAMA, GUESTS, AND VISITORS ARE URGED TO PERFORM THEIR OWN DUE DILIGENCE INVESTIGATIONS
BEFORE ENTERING INTO ANY KIND OF TRANSACTION OR OTHER CONTRACTUAL RELATIONSHIP.
IT SHALL BE THE RESPONSIBILITY OF THE CONCERNED MEMBER OR VISITOR TO FIND OUT WHETHER
SERVICES PROVIDED BY IDEAMAMA IS LEGAL IN THE PLACE FROM WHERE THEY OPERATE AND
TO COMPLY WITH APPLICABLE LOCAL LAWS.
Ø
LINKS TO OR FROM SITES OF THIRD PARTIES
IDEAMAMA IS NOT AFFILIATED OR ASSOCIATED WITH SPONSORS
OR PRODUCERS OF ANY THIRD-PARTY WEBSITES THAT LINK TO OR FROM THE IDEAMAMA WEBSITES.
WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, CONTENT, OR AVAILABILITY
OF INFORMATION FOUND ON SITES THAT LINK TO OR FROM THE IDEAMAMA WEBSITES FROM SUCH
THIRD PARTIES. WE CANNOT ENSURE THAT YOU WILL BE SATISFIED WITH ANY PRODUCTS OR
SERVICES THAT YOU PURCHASE FROM A THIRD-PARTY SITE THAT LINKS TO OR FROM THE IDEAMAMA
WEBSITES, SINCE THESE THIRD-PARTY SITES ARE OWNED AND OPERATED BY INDEPENDENT ENTITIES,
WE DO NOT ENDORSE ANY OF THE MERCHANDISE, NOR HAVE WE TAKEN ANY STEPS TO CONFIRM
THE ACCURACY OR RELIABILITY OF, ANY OF THE INFORMATION CONTAINED IN SUCH THIRD-PARTY
SITES. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY
INFORMATION (INCLUDING, WITHOUT LIMITATION, CREDIT CARD AND OTHER PERSONAL INFORMATION)
YOU MIGHT BE REQUESTED TO GIVE ANY THIRD PARTY.
Ø
LIMITATION OF LIABILITY
In no event shall IdeaMama be liable for any incidental,
special, consequential, exemplary, punitive, direct or indirect losses or damages,
arising out of the use of or inability to use the IdeaMama websites, even if IdeaMama
or an IdeaMama authorized representative has been advised of the possibility of
such damages. Applicable law may not allow the limitation or exclusion of liability
or incidental or consequential damages, so the above limitation or exclusion may
not apply to you. In no event shall IdeaMama’s total liability to you for all damages,
losses, and causes of action (whether in contract, tort, or otherwise) exceed the
amount paid by you, if any, for using or accessing this site.
Ø
MEMBER REPRESENTATIONS AND WARRANTIES
You represent and warrant that you are at least 18 years
of age and that you possess the legal right and ability to enter into Legal Agreements
and to use services provided by IdeaMama in accordance with the Terms and Conditions
provided herein. You agree to be financially responsible for your use of IdeaMama
WEBSITES (as well as for use of your account by anyone with your consent including
minors) and to comply with your responsibilities and obligations as stated herein.
You will indemnify and hold IdeaMama, and its subsidiaries,
affiliates, directors, officers, agents, contractors or other partners, and employees,
harmless from and against all claims, suits, demands, damages, liabilities, losses,
penalties, interest, settlements and judgments, cost and expenses (including reasonable
attorneys' fees) incurred, claimed
or sustained by any third party due to or arising out of material or information
you submit, post to or transmit through www.ideamamaclub.com,
your use of the IdeaMama websites, your connection to the IdeaMama websites, your
violation of the Terms and Conditions of Use, or your violation of any rights of
another.
Ø
COVENANT
NOT TO COMPETE
(a) Duration of the Covenant.
You hereby agree that during the course of this Agreement and thereafter during
the existence of patent right of the IdeaMama for its business solutions and business
method, you will not compete with the IdeaMama and its successors and assigns, without
the prior written consent of the IdeaMama.
(b) Prohibited Activities.
The term “not compete” as used in the preceding paragraph shall mean that you shall
not, without prior written consent of the IdeaMama, (i) serve as a partner, employee,
consultant, officer, director, manager, agent, associate, investor, or otherwise
for, (ii) directly or indirectly, own, purchase, organize or take preparatory steps
for the organization of, or (iii) use
the proprietary business information received from IdeaMama for organizing any business
in competition with IdeaMama, or (iv) build, design, finance, acquire, lease, operate,
manage, invest in, work or consult for or otherwise affiliate with, any business
in competition with or otherwise similar to IdeaMama’s business .
(c) Geographic Limitation. You
hereby agree that this Non-compete Agreement clause of this agreement shall cover
your activities in every part of the world in which the IdeaMama may conduct business
during the term provided in this Agreement, subject to the applicable local laws
of the territory and the protection available to IdeaMama for its patented/patent
pending business solution.
(d)
Significant Value.
You acknowledge that you will derive significant value from the IdeaMama’s disclosure
of its patented/patent pending Confidential Information concerning
business process and software. You hereby further acknowledge that
your fulfilment of the obligations contained in this Agreement, including, but not
limited to, your obligation to desist from using IdeaMama’s patented/patent pending
information other than for the exclusive benefit of IdeaMama Club and its members
and your obligation not to compete contained are necessary to protect the IdeaMama’s
patented/patent pending Confidential Information and, consequently, to preserve
the value and goodwill of the IdeaMama Club as a brand. You further acknowledge
the time, geographic, and scope of limitations of your obligations contained in
this Agreement are reasonable, especially in light of the IdeaMama’s desire to protect
its proprietary business information.
Ø
CONFIDENTIALITY OF INFORMATION
Parties to this agreement acknowledge and agree that in
the course of transaction either party may provide other with the information that
may be confidential or/and propriety to that party or a third party, as is designated
by disclosing party as “confidential information”. The receiving party agrees to
make commercially reasonable effort, but in no case no less effort than it uses
to protect its own Confidential Information, to maintain the confidentiality in
order to protect any propriety interest of the disclosing party. Confidential Information
shall not include information that is or becomes part of the public domain through
no act or omission of the receiving party, or is lawfully received by the receiving
party from a third party without restriction on use or disclosure and without breach
of this agreement or any other agreement without knowledge by the receiving party
of any breach of fiduciary duty or that the receiving party had in its possession
prior to the date of this agreement.
You also agree that you will not disclose any information,
ideas or project details that may be received by you in your capacity as a member
of any of the Clubs of IdeaMama and which can be disclosed under any of the agreement,
you will not disclose same to non-members. If you want to disclose such information
to anyone who is not a member of IdeaMama, you will first invite him/her to IdeaMama
and will disclose any information to such party only after they agree to the terms
and conditions of IdeaMama.
Ø
TERMINATION OF WEBSITE AND MEMBERSHIP
You hereby acknowledge and agree that IdeaMama may, in
its sole discretion, change, suspend or terminate this website or any part of it
or any of its features at any time, for any reason, without notice to you, and without
liability to you or any other person. You also agree and acknowledge that Membership
and participation in IdeaMama Site is subject to approval and IdeaMama may, in its
sole discretion, terminate your right to use this website or its content at any
time, for any reason, without any notice to you, and without any liability to you
or any other person. The Terms of Use will survive any such termination and be binding
upon you in respect of your prior use of this website, any information or materials
obtained by you from this website, and anything connected with, relating to or arising
from those matters. Inability of IdeaMama to validate representations made by a
Member during registration application, or during due diligence by any Member or
IdeaMama, may result in suspension of the membership. IdeaMama reserves the right
to notify other members of such suspension in order to protect the financial and
legal interests of all participating members.
IdeaMama may at any time at its sole discretion reinstate
suspended Users. A User that has been indefinitely suspended may not register or
attempt to register with IdeaMama or use the IdeaMama Site in any manner whatsoever
until such time that such User is reinstated by IdeaMama. Notwithstanding the foregoing,
if you breach the User Agreement or the documents it incorporates by reference,
IdeaMama reserves the right to recover any amounts due and owing by you to IdeaMama
and to take strict legal.
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VIRUS PROTECTION
You acknowledge and agree that from time to time IdeaMama
Site may make available downloadable files for the purpose of convenient access
to information. Often these downloadable files are provided by another member/affiliate/participant.
Downloadable files can often contain viruses
that are embedded without the knowledge of the member/affiliate/participant. These viruses can damage a recipient user's
computer. You also recognize that a malicious person may intentionally
load a virus infected file and offer it to other participants. You agree to download
files at your own risk and to hold IdeaMama and member/affiliate/participant harmless
for any and all consequential damages that may occur as a result of corrupt or viral
infected download files. IdeaMama advises that you should test all downloaded files
before opening them.
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CHOICE OF JURISDICTION
You agree, without regard to its conflicts of laws principles,
that this Agreement shall be exclusively governed by the laws of Province of Ontario,
Canada, where the principal place of business of IdeaMama Club Corp. is situated.
You agree that any lawsuit arising out of or relating to this Agreement shall be
filed only in the courts located within in Toronto, Ontario, Canada and you hereby
consent and submit to the jurisdiction of courts situated within Toronto, Ontario
for the purposes of litigating any such lawsuit. If any provision of this Agreement
shall be unlawful, void, or for any reason unenforceable, then that provision shall
be deemed severable from other terms and shall not affect the validity and enforceability
of any remaining provisions.
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