TERMS OF SERVICE

Updated: October 19th, 2016

 

The services that ConceptDrop Inc. (hereinafter “ConceptDrop,” “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Service”), which govern your access to and use of our website (www.conceptdrop.com), all affiliated websites, including mobile websites and applications, owned and operated by ConceptDrop, our predecessors or successors in interest (collectively (the “Site”) and all services and/or products accessible through the Site (“Site Services”). The Site and the Site Services shall collectively be referred to herein as the “Services”.

 

By using the Services, you signify your agreement with this Terms of Service. If you do not accept this Terms of Service, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of our Services is unauthorized. If you agree to this Terms of Service on behalf of an entity, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have authority to bind such entity or agency to this Terms of Service. In that event, “you” and “your” will refer and apply to such entity or agency.

 

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CONCEPTDROP WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

 

  1. CHANGES TO TERMS

Subject to the conditions set forth herein, ConceptDrop may, at any time, in its sole discretion, make changes to (i) the Site, including its look, feel, format and content, as well as (ii) the Services as described on the Site. Any revisions to this Terms of Service will take effect when posted on the Site unless otherwise stated. In the event a revised version includes substantial changes, ConceptDrop will provide additional forms of notification as it deems necessary in its sole discretion. ConceptDrop may make such changes to the terms and conditions contained herein and your continued use of the Site following such changes will constitute your acceptance of such changes. ConceptDrop will provide a notice of such changes by posting the updated Terms of Service on the Site and changing the “last updated” date listed above.

 

  1. SCOPE OF USE

Description of Service. ConceptDrop provides an online platform and marketplace that helps connect its users with freelance professionals, including without limitation freelance designers, (“Professionals”). In order to use the Services, ConceptDrop requires Professionals to submit a completed application, references, and a description of work experience with leading organizations.  Once you set up an account to use the Services and such account is accepted and approved by ConceptDrop, Professionals can apply to any project submitted by you through the Services (“Project”). Once you’re approved by ConceptDrop, you will be assigned a Professional from the pool of Professionals who accept your Project. Once the Professional is hired, such Professional shall be deemed to be a “Hired Professional(s)”. You agree to use the Services to manage the Project’s workflow and only communicate with the Hired Professional through such Services.

 

Eligibility. You may use the Services only if you have the capacity to form a binding contract with ConceptDrop and are not a person barred from receiving services under the laws of the United States and/or other applicable jurisdiction. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13). ConceptDrop does not knowingly collect or solicit information from children under the age of thirteen (13). To access and/or use the Services, you must be eighteen (18) years or older and have the requisite power and authority or possess legal parental or guardian consent to enter into this Terms of Service. If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us at contact@conceptdrop.com if you think a child has provided us with personal information.

 

Use of Services and Availability. ConceptDrop retains the right, in its sole discretion, to deny service and/or access to and/or use of the Services and/or an account to anyone at any time and for any reason. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Service and/or access to your account due to circumstances both within ConceptDrop’s control (e.g., routine maintenance) and outside of ConceptDrop’s control.   You acknowledge and agree that the use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate, or objectionable. The Services may be modified, updated, suspended and/or discontinued at any time without notice and/or liability.

 

Order a Project. If you use the Services, you may be asked to fill out a short creative brief related to your Project via an online form through the Site. You agree to (i) provide true and accurate information about yourself prompted by the Service’s online form and (ii) maintain and promptly update the creative brief to keep the information current and complete at all times. You agree to grant access to your creative brief to only those users authorized to act on your behalf and any such access shall be in accordance with this Terms of Service. You are responsible for safeguarding the password that you use to access the Services and for any activities and/or actions arising under your account. ConceptDrop cannot and will not be liable for any loss and/or damage arising from your failure to comply with the above. Additionally, you agree to be fully responsible and liable for any action of any user accessing your brief and/or responding to requests on your behalf. If you commit fraud or falsify information in connection with your use of the Services, we have the right to terminate your account, refuse any and all current and future use of the Services, and we reserve the right to hold you liable for any and all damages that we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Services.

 

Communications from ConceptDrop. By using the Services, you agree to receive certain communications in connection with the Service. For example, you might receive comments, promotions, events and/ or features. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.

Your Responsibilities. ConceptDrop grants you the rights set forth herein, subject to the following conditions: (a) You shall not modify, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; (b) You agree not to submit or transmit any emails or materials through the Service that contain a virus, worm, Trojan horse or any other harmful component; (c) You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Service or individual sections of it, in any form or media; (d) You are responsible for the accuracy and quality of the data and content that you submit; (e) You represent that you have the necessary permissions to use and authorize the use of User Content as described herein; (f) You shall not submit content that is offensive, including without limitation, bigotry, racism, discrimination, hatred, and/or profanity; (g) You shall not imply that User Content is in any way sponsored and/or endorsed by ConceptDrop; (h) You agree not to intentionally hold ConceptDrop and/or their employees and/or directors up to public scorn, ridicule and/or defamation; (i) You will not promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; (j) You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the services and content provided on the Site, and to notify ConceptDrop promptly of any such unauthorized access and/or use; and (k) You agree to act in accordance with all applicable laws and shall not use the Service for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

 

ConceptDrop shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted online except as otherwise specified in this Terms of Service, or as set forth in any additional terms and conditions relating to specific products or services, or as otherwise required by law. The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Service without the prior written consent of ConceptDrop is strictly prohibited.

 

  1. FEES, PAYMENT & EXCLUSIVITY

General. In consideration for ConceptDrop’s provision of the Services, you agree to pay ConceptDrop the Project fees as set forth in each creative brief submitted through the Services. You are responsible for all fees, including without limitation taxes, associated with your use of the Services. By using the Services, you agree to pay the amount agreed or reflected in the creative brief for each Project submitted through the Service. An invoice for fees will be sent to you upon Concept Drop’s acceptance of the Project. You shall pay all fees due hereunder by providing a valid credit card, which shall be held by ‘Stripe’ (as set forth below), and (ii) all fees shall be payable in U.S. dollars within the United States. By agreeing to this Terms of Service, you hereby give ConceptDrop permission to charge the credit card, bank account, or other approved method of payment associated with your account for fees associated with use of the Services.

 

Stripe. ConceptDrop uses a third party service ‘Stripe’ to execute online payment transactions. By using this feature of the Service, you agree to be bound by the ‘Stripe Connected Account’ agreement, available at https://stripe.com/connect/account-terms, and as may be updated from time to time by ‘Stripe’. Any authorization you provide to make automatic payments using the Service will remain in effect until cancelled. Funds from your transaction will be paid out to ConceptDrop one (1) day following the applicable Project deadline (“Fee Payment Date”). On the Fee Payment Date, ‘Stripe’ will receive funds into its escrow account and release the fees thereafter to ConceptDrop for payment of Services. A certain amount of your funds may be subject to a hold period.

 

 

Failure to Pay. If you fail to pay amounts due under this Terms of Service, whether by cancelling a transaction associated with your account, initiating an improper chargeback, and/or any other means, your account will be suspended, and any work-in-progress will be stopped. Without limiting other available remedies, you agree to reimburse ConceptDrop for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, ConceptDrop may make appropriate reports to credit reporting agencies and law enforcement authorities and cooperate with them in any resulting investigation and/or prosecution.

 

No Refunds. All fees are nonrefundable and are not subject to set-off. You acknowledge and agree that we will charge your designated payment method for fees upon your acceptance of the Project. Therefore, and in consideration of the Services provided by ConceptDrop, you agree that once Stripe charges your designated payment method for the fees as provided in this Terms of Service and on the Site, the charge is non-refundable, except as otherwise required by applicable law. You also acknowledge and agree that the Service provides a process and communication tools to resolve disputes. To the extent permitted by applicable law, you therefore agree not to ask your credit card company or bank to charge back any fees charged pursuant to this Terms of Service.

 

Exclusivity. Upon being introduced to a Hired Professional through the Services, you agree that for a period of twenty-four months following the date the Hired Professional is first introduced to you through the Services (“Exclusivity Period”), that you shall not directly or indirectly, call on or attempt to call on, solicit, or induce any change in or cessation of, the business relationship of any Hired Professional whom you called on or became acquainted with by virtue of using the Services either for your own benefit or for the benefit of any other person, firm, corporation or organization (or of any person or entity through or by which you shall receive a direct or indirect benefit). You represent and warrant that the Service will serve as the primary means of communication between you and the Hired Professional regarding the creative services and Project. You further represent and warrant that you will not attempt to circumvent any of the communication or payment methods provided by the Service. You agree to remit all payments and solicit work performed by the Hired Professional through the Services during the Exclusivity Period.

 

Buy Out/Penalty. In the event of a breach of the exclusivity set forth above, you agree to immediately pay to ConceptDrop the greater of (1) the applicable fees had the payments been processed through the Services, plus an amount equal to twenty percent (20%) of the fees, or (2) Five Thousand Dollars ($5,000) (each, a “Buy-Out Fee”). You shall notify ConceptDrop in writing of your intent to pay the Buy-Out Fee and provide ConceptDrop with a copy of invoices and/or agreement with the Professional. You agree to remit payment for such Buy-Out Fee to ConceptDrop within fourteen (14) days after the date of the notice to ConceptDrop.

 

  1. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to service and/or product descriptions, pricing, offers, and availability. We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omission; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions and/or other information without obligation to issue any notice of such changes, except as prohibited by law.

 

  1. PROPRIETARY RIGHTS AND LICENSES

Ownership. The Services, any content on the Services and the infrastructure used to provide the Services are proprietary to ConceptDrop, our affiliates, and other content providers. By using the Services and accepting this Terms of Service: (a) ConceptDrop grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and use the Services pursuant to this Terms of Service and to any additional terms and policies set forth by ConceptDrop; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express permission of ConceptDrop.

 

Reservation of Rights. The materials, headers, videos, illustrations, photographs, graphics, icons, trade dress and/or other content on the Service (“Content”), as well as the organization and/or layout of the Service, are copyrighted and are protected by United States and international copyright laws and treaty provisions. ConceptDrop owns, controls, lawfully uses and/or licenses the Content on the Service. ConceptDrop’s name and logo may not be copied, imitated and/or used, without ConceptDrop’s prior written permission. Subject to the limited rights expressly granted hereunder, ConceptDrop and/or its third party providers reserve all right, title and interest in and to the Services and Content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

 

Projects and Work Product. All works, materials, software, documentation, methods, apparatus, systems and the like prepared, developed, conceived, or delivered as part of or in connection with the Project, and all tangible embodiments thereof, shall be considered Work Product”. You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all Work Product. ConceptDrop will and/or will cause the Hired Professionals to irrevocably assign all right title and interest, including ownership rights, in the Work Product to you, and will cause its representatives to irrevocably assign to you all such rights in the Work Product. This Terms of Service does not restrict or deprive ConceptDrop and/or the Hired Professionals of any of its rights or proprietary interests in any materials that existed prior to and independent of performance of the Services (“Pre-Existing Materials”). If Pre-Existing Materials are delivered in connection with or as part of the Work Product, ConceptDrop grants to you a non-exclusive, paid-up, perpetual, worldwide license to use such Pre-Existing Materials to enable the full use and/or benefit of the Work Product.

 

User Content. You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all User Content. You hereby grant ConceptDrop a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to reproduce, distribute and/or display the User Content solely as necessary to provide the Services. You represent and warrant that all User Content is owned by you or that you have permission from the rightful owner to use each of the elements of User Content; and that you have all rights necessary for ConceptDrop to use the User Content in connection with the Services. “User Content” means any elements of text, graphics, images, photos, designs, artwork, logos, trademarks, service marks, data, software, keyword list and ad copy text and other materials or content which you provide in connection with any Services. User Content excludes any content available in the public domain; and any content owned or licensed by ConceptDrop, whether in connection with providing Services or otherwise.

 

General Feedback. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to ConceptDrop a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback. ConceptDrop has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

 

Marketplace Feedback.

For the benefit of other users of the Service, ConceptDrop encourages you to post reviews, opinions, ratings, comments and/or messages about Professional with whom you transacted (“Marketplace Feedback”). You acknowledge and agree that Marketplace Feedback results may be shared with other users of the Service. ConceptDrop does not monitor and/or censor ratings and/or opinions. Please carefully choose the information that you post on, through and/or in connection with the Service and that you provide to other users. Notwithstanding anything herein to the contrary, ConceptDrop should not be seen as endorsing any Marketplace Feedback in any way. You acknowledge and agree that you have no expectation of privacy with regard to any Marketplace Feedback. If you become aware of misuse of the Service by any person, please contact us immediately. ConceptDrop may reject, refuse to post and/or delete Marketplace Feedback, in its sole and absolute discretion. Notwithstanding anything herein to the contrary, ConceptDrop is not obligated to take any action not required by law.

 

  1. PROHIBITED CONDUCT

Gathering email addresses from ConceptDrop, harvesting and/or posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means, including but not limited to user profiles and/or photos (except as may be the result of standard search engine protocols and/or technologies used with ConceptDrop’s express written consent). You may not use the Service in any manner that could damage, disable, overburden, and/or impair the Service and/or interfere with any other party’s use and/or enjoyment of the Service. You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services. You shall not interfere with the proper working with the Services, including without limitation by placing an unreasonable load on the Service’s infrastructure.

 

  1. CONFIDENTIAL INFORMATION

“Confidential Information” means in relation to each party all information in whatever form supplied, relating to that party and its business including, without limitation: its products and services, finances and pricing, know-how and operating methods, systems, practices, procedures, techniques, designs, tools, programs, plans, software, source code, object code, know-how and/or information concerning that party’s customers or potential customers (and their businesses), suppliers and sub-contractors; and any of the information which could reasonably be expected to benefit competitors of that party including the fact that such information exists. To the extent either party discloses Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”), whether in oral, written, graphic or machine-readable form, in the course of or in connection with the Services, the Receiving Party will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than reasonable care, and must only use the Disclosing Party’s Confidential Information for the purposes of this Terms of Service and may only disclose the Disclosing Party’s Confidential Information to its officers, directors, employees, agents and subcontractors (and their employees) (“Representatives”) who have a need to know such Confidential Information solely in connection with this Terms of Service. The Receiving Party will cause such Representatives to comply with this Terms of Service and will assume full responsibility for any failure to comply with the terms of this Terms of Service. Confidential Information does not include information that: (i) is obtained by the Receiving Party from the public domain without breach of this Terms of Service; (ii) was lawfully and demonstrably in the possession of the Receiving Party prior to its receipt from the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (iv) becomes known by the Receiving Party from a third party independently of the Receiving Party’s knowledge of the Confidential Information and is not subject to an obligation of confidentiality. In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the Disclosing Party, the Receiving Party will provide prompt notice to the Disclosing Party of such receipt, and may thereafter comply with such process. Upon request from the Disclosing Party, the Receiving Party shall return to the Disclosing Party, destroy or delete as the Disclosing Party directs, all original documents and copies (including those in electronic form) which contain or relate to Confidential Information of the Disclosing Party. Each party acknowledges that a breach of this Section 7 may result in irreparable and continuing damage to the Disclosing Party for which monetary damages may not be sufficient, and agrees that the Disclosing Party will be entitled to seek, injunctive or such further relief as may be proper from a court of competent jurisdiction.

 

  1. TERMINATION

If you violate this Terms of Service and/or if we have grounds to suspect that you violated this Terms of Service and/or other use parameters included on the Service, we may suspend and/or terminate your account and/or refuse access to and/or use of the Service (or any portion thereof). ConceptDrop also reserves the right, in its sole and absolute discretion, to terminate your access to the Service or any portion thereof at any time, without cause and/or without notice. In the event you fail to pay for the access granted (if applicable), and/or share the access granted with any person or entity, and/or misuse the system by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, ConceptDrop will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately.  In such event, ConceptDrop retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.

 

  1. DISPUTES WITH HIRED PROFESSIONALS

You are responsible for interactions with the Hired Professionals. We encourage you to work out disputes through the communication tools provided through the Services. ConceptDrop will confirm that the Project is in accordance with the applicable specifications as set forth in your creative brief. In the event the Hired Professional has not complied with the specifications in the creative brief, your sole and exclusive remedy shall be for ConceptDrop to replace the applicable Hired Professional and rework the Project at no charge to you.

 

  1. INDEMNIFICATION AND WAIVER

You shall indemnify, defend and hold harmless ConceptDrop, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature (“Claim”) arising out of or in relation to (i) use of User Content in the event of an infringement, violation, trespass, contravention or breach in the United States of any third party, or constitutes the unauthorized use or misappropriation of any trade secret of any third party, (ii) any breach of this Terms of Service by you, your officers, agents, employees, contractors and/or representatives, (iii) your use of ConceptDrop’s Services; and/or (iv) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to ConceptDrop upon your receipt of notice of any Claim against you which might give rise to a claim against ConceptDrop.

You acknowledge and agree that by accessing or using the Service, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.

  1. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICE, AND ANY CONTENT, ARE PROVIDED BY CONCEPTDROP TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, ACCURACY, AND FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, ALL OF WHICH CONCEPTDROP EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, CONCEPTDROP AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE; AND/OR (C) CONCEPTDROP WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICE AND/OR ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CONCEPTDROP OR THROUGH OR FROM USE OF THEIR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

  1. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL CONCEPTDROP, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF CONCEPTDROP HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY CONCEPTDROP ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, CONCEPTDROP’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

 

CONCEPTDROP’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE FEES, IF ANY, PAID BY YOU TO CONCEPTDROP FOR THE AFFECTED SERVICE IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

 

  1. THIRD PARTY SITES

This Service may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and are for your convenience only. ConceptDrop does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with the Linked Sites and such interaction is at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit. ConceptDrop reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

You may not link to this Service without our written permission. If you are interested in linking to this Service, please contact contact@conceptdrop.com.

  1. SEPARATE AGREEMENTS

You may have other agreements with ConceptDrop. Such agreements are separate and in addition to this Terms of Service. The Terms of Service do not modify, revise or amend the terms of any other agreements you may have with ConceptDrop.

 

  1. NO PROFESSIONAL ADVICE

The information available on the Service is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. ConceptDrop does not, will not and cannot refer, recommend and/or endorse any specific professional service, product and/or procedures that are advertised on the Services. The Service is not a substitute for professional advice, and you should not construe this as legal, tax, financial, medical and/or other professional advice.

 

  1. DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

ConceptDrop respects the intellectual property rights of others and expects you to do the same. We reserve the right to terminate your account or any other user who infringes third-party copyrights. We will respond to clear notices of copyright infringement when you provide the following:

(i)   A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(ii)  Identification of the copyrighted work claimed to have been infringed.

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.

(iv)  Information sufficient to permit ConceptDrop to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;

(v)   A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

(vi)  A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Contact information for ConceptDrop’s DMCA Agent for notice of claims of copyright infringement is: ConceptDrop, Inc. Attn: Copyright Agent, 222 Merchandise Mart Plaza, Suite 1212, Chicago, Illinois 60654 contact@conceptdrop.com. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Site or on sites linked to or from the Site. All other inquiries directed to the Copyright Agent will not be responded to.

  1. Information Collection RESOLUTION OF DISPUTES

Disputes. We want to address your concerns without needing formal legal case. Before filing a claim against ConceptDrop, you agree to try to resolve the dispute informally by contacting us at contact@conceptdrop.com. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or ConceptDrop agree to resolve any claims related to this Terms of Service through final and binding arbitration, except forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or you opt out as described below.

 

Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting ConceptDrop within thirty (30) day of the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Service). You must write us at ConceptDrop, Inc., Attn: Opt-Out Arbitration, 222 Merchandise Mart Plaza, Suite 1212, Chicago, Illinois 60654. If you opt out, neither you nor ConceptDrop can require the other to participate in an arbitration proceeding.

 

Arbitration Procedures. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association. Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in Cook County, Illinois USA or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

 

Exceptions to Agreement to Arbitrate.   Either you and/or ConceptDrop may assert claims, if they qualify, in small claims court in Cook County, Illinois. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of ConceptDrop’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.

 

Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and ConceptDrop agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois. Both you and ConceptDrop consent to the foregoing venue and jurisdiction.

 

  1. MISCELLANEOUS
    If any provision and/or term of this Terms of Service shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them. This Terms of Service shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Service, this Terms of Service will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or ConceptDrop of any breach and/or default and/or failure to exercise any right allowed under this Terms of Service is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under this Terms of Service.

 

Contact us: If you would like to request additional information regarding this Terms of Service, please contact us at contact@conceptdrop.com.