EU Terms & Conditions
Effective Date: September 4, 2010
Last Revised: March 24, 2014
Thank you for visiting www.icanmakeitbetter.com (this “Website”). Sentient Services (the “Company”, “we” or “us”) owns and operates this Website. Your use of this Website and the platform, information, content and services available through this Website are subject to these Terms and Conditions (“Terms and Conditions”). Our platform enables Site Users and Business Subscribers to create, share and act upon ideas to drive innovation and make everything, and every day better.
A “Site User” is defined as any entity accessing icanmakeitbetter.com, any icanmakeitbetter.com Subdomain (e.g., “domain.icanmakeitbetter.com”) or survey (via mobile, website or other form administered by icanmakeitbetter.com) to create an account, post content, view or interact with the icanmakeitbetter.com domains, Subdomains, surveys and properties.
A “Business Subscriber” is defined as a Site User that is a business or entity subscribing to Company’s services in order to create a Subdomain and manage and administer the Subdomain for the use of their customers, employees or community.
A “Subdomain” is a subdomain of icanmakeitbetter.com reserved for the use of and registered to a specific Business Subscriber (e.g., companyname.icanmakeitbetter.com); references to Subdomain include all the services and content available through such Subdomain.
For clarity, references to this Website in these Terms and Conditions also include any Business Subscriber’s Subdomain. Unless we distinguish otherwise, the terms “you”, “your”, “user”, or “users” for purposes of these Terms and Conditions, mean anyone accessing the Website for any reason, including Site Users and Business Subscribers, you in your individual capacity, and the company or other business entity that you represent and on whose behalf you use the Website under actual or apparent authority.
Please read these Terms and Conditions carefully. By accessing or using the Website, you are agreeing to be bound by these Terms and Conditions and any revisions; you should therefore periodically visit this page to review the current Terms and Conditions. Access or use of the Website following any change to the Terms and Conditions constitutes your agreement to those changes. If at any time you choose not to accept the terms of these Terms and Conditions, you should not access or use this Website.
Company may, at its sole discretion, and at any time, discontinue this Website or any part thereof, with or without notice, or may prevent your use of this Website with or without notice to you. You agree that you do not have any rights in this Website and that Company will have no liability to you if this Website is discontinued or your ability to access the Website or any content you may have posted on the Website is terminated.
Revisions to these Terms and Conditions.
These Terms and Conditions are current as of the effective date set forth above and were last revised as of the date set forth above. We reserve the right to change these Terms and Conditions from time to time. Please consult this portion of the Website for important changes to the Terms and Conditions as Company may, at any time, revise these Terms and Conditions by updating this page or by sending registered users an email notice of the changes.
You affirm that you are over the age of 18. If you are under 18 years of age, you may not access or use the Website without the consent of and supervision of a parent or guardian. Subject to these Terms and Conditions, you may not access or use the Website if you are unable to form a legal binding agreement with Company or if you are barred from using this Website under applicable laws.
We post legal notices on pages of the Website. You shall not remove these notices or credits, or any additional information contained along with the notices and credits. The Website may contain references to trademarks, copyrighted materials, technologies, products, processes and software and other proprietary rights of Company or other parties. No licence to or right in any such trademarks, copyrighted materials, technologies, products, processes, software or other proprietary rights of Company is granted to or conferred upon you.
Content on this Website that is provided by Company, its employees or its licensors, including original art work, graphics, photographs, images, screen shots, text, music, digitally downloadable files, video clips, trademarks, logos, product and character names, slogans, and the compilation of the foregoing (“Company Content”) is the property of Company and its licensors, and is protected in the U.S. and internationally under trademark, copyright and other intellectual property laws.
You are authorised to access and use the Website and related Company Content as set forth in these Terms and Conditions, provided that: (a) you will not copy, distribute or transfer any portion of the Website or Company Content on any media without Company’s prior written or electronic approval; (b) you will not alter, adapt or otherwise modify any part of the Website or Company Content other than as may be reasonably necessary to use that part of the Website or Company Content for its intended purpose; (c) if you are not a Business Subscriber, your use of the Website and Company Content as permitted hereunder is solely for your personal, non-commercial use; and (d) you will otherwise comply in full with these Terms and Conditions.
Business Subscriber Content.
“Business Subscriber Content” means any text, files, images, photos, video, sounds, musical works, works of authorship, text postings and other materials posted by a Business Subscriber to that Subdomain of that Business Subscriber.
Each Business Subscriber shall be solely responsible for the Business Subscriber Content it posts and the consequences of posting or publishing it. With respect to any Business Subscriber Content you submit, you affirm, represent and warrant that: (a) you own or have the necessary licenses, rights, consents or permissions to use and authorize Company to use all patent, copyright, trade secret and trademark rights or other proprietary rights to enable inclusion and use of such Business Subscriber Content in the manner contemplated by the Website and these Terms and Conditions; (b) you have the written consent, release or permission of each identifiable individual person in your Business Subscriber Content to use the name, likeness or other personal characteristics of each such identifiable individual to enable inclusion and use of such Business Subscriber Content in the manner contemplated by the Website and these Terms and Conditions; and (c) all Business Subscriber Content you submit is complete and current at the time of submission.
As between you and Company, you (the Business Subscriber) shall retain all of your ownership rights in and to the Business Subscriber Content you provide through our Website. However, you hereby grant Company a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, sublicensable (through multiple tiers of sublicensees) and transferable license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television, radio or any other uses or media) the Business Subscriber Content, in whole or in part, in order to display or make available the Business Subscriber Content as contemplated by the Website and these Terms and Conditions or as requested by you.
“User Content” shall mean the text, files, images, photos, video, sounds, musical works, works of authorship, text postings and other materials and content posted by Site Users and other visitors on a Business Subscriber’s Subdomain, except that it shall not include any Business Subscriber Content.
By posting User Content, you understand and acknowledge that any materials, ideas or other communications you transmit in any manner and for any reason will not be treated as confidential or proprietary and may be preserved or disclosed by Company or the Relevant Business Subscriber (as defined below) in accordance with these Terms and Conditions. Any User Content you post to a Business Subscriber’s Subdomain shall be disclosed to and used by that Business Subscriber. Business Subscribers, and not Company, are responsible for their own use, treatment and disclosure of User Content posted to their respective Subdomains..
You shall be solely responsible for any User Content you submit and the consequences of posting or publishing it. With respect to any User Content you submit, you affirm, represent and warrant that: (a) you own or have the necessary licenses, rights, consents or permissions to use and authorise Company to use all patent, copyright, trade secret and trademark rights or other proprietary rights to enable inclusion and use of User Content in the manner contemplated by the Website and these Terms and Conditions; (b) you have the written consent, release or permission of each identifiable individual person in your User Content to use the name, likeness or other personal characteristics of each such identifiable individual to enable inclusion and use of such User Content in the manner contemplated by the Website and these Terms and Conditions; and (c) all user Content you submit is complete and current at the time of submission.
You shall retain all of your ownership rights in and to the User Content you provide through our Website. However, by submitting User Content on a Subdomain, you hereby grant Company and the Business Subscriber to whose Subdomain you have submitted User Content (the “Relevant Business Subscriber” with respect to any User Content you have submitted to their Subdomain”) a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, sub-licensable (through multiple tiers of sub-licensees) and transferable licence to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television, radio or any other uses or media), the User Content, in whole or in part, including future properties and technologies that Company (or its successor) may otherwise own, control or utilise that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed to the maximum extent permitted by applicable law.
Company and the Relevant Business Subscriber will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any User Content you submit for any purpose whatsoever, without restriction and without compensating you in any way. Both Company and Business Subscriber are and will be under no obligation (1) to pay to you or any third party any compensation for any User Content or (2) to respond to any User Content. In addition, Company and the Relevant Business Subscriber will have the right to refuse, remove or delete any User Content which either or both reasonably considers to violate these Terms and Conditions or to otherwise be illegal or objectionable.
Your posting of User Content or Business Subscriber Content is subject to these Terms and Conditions, any additional terms posted for a specific feature, as well as the following submission rules, to which you agree to adhere through your use of the Website:
- By contributing this content you are affirming that you are 18 years old or more or possess legal parental or guardian consent, and are fully able and competent to enter into and comply with these Terms and Conditions.
- You agree not to post any content that is unlawful, harmful, tortious, defamatory, libelous, obscene, invasive of the privacy of another person, threatening, harassing, abusive, hateful, racist, infringing, pornographic, violent, or otherwise objectionable or inappropriate as determined by Company.
- You will not post any content that contains personal information about any other individual, violates the privacy/publicity of any other individual or entity, or anything that you are under a contractual obligation to keep private or confidential. You agree that you will not impersonate any person or organisation, including, without limitation, the personnel of Company.
- You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content or other content transmitted through the Website.
- You will not misrepresent an affiliation with another person or organisation, nor will you post any content that infringes any copyright, trademark, patent, trade secret, or otherwise subject to intellectual property rights of a third party.
- You will not use this Website to harm minors in any way or to send any content that we deem in our sole discretion to be inappropriate for minors, offensive, or incompatible with the character or subject matter of this Website.
- You will not upload, post, e-mail or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other material that contains business solicitations of any type, including advertising a product or service, offering a product or service for sale, or directing readers to a location for more information about a product or service.
- You will not post any software to the Website, nor will you post links to online locations or post files that do not comply with these Terms and Conditions, and you will not post any content that contains viruses, corrupted files, or any other similar software or programs that may adversely affect the operation or features of the Website.
- You will not modify in any way any specifications, technology, or application codes provided to you by Company or as embedded in the User Content unless expressly authorised in writing by Company.
- You will not intentionally or unintentionally violate any applicable local, state, national or international law.
- You will not collect any personal information about other users.
- You will not share or transfer passwords or other access information with any other party, temporarily or permanently as applicable.
- You will not use the Website or any Company Content in any way that harms any Site User, Business Subscriber or Company.
- You will not use the Website in any manner that could overburden, or impair the Website (or the networks or systems connected to the Website).
- You may not use any device, software or instrumentality to interfere with the proper working of our Website or disobey any requirements, procedures, policies or regulations of networks connected to the Website.
Company may cancel your account and delete all User Content and/or Business Subscriber Content associated with your account at any time without notice, if Company deems in its sole discretion that you have violated these Terms and Conditions, the law, or for any other reason. Company assumes no liability for any information removed from our Website, and reserves the right to permanently restrict access to the Website or a user account. If you are not a Business Subscriber, you may deactivate your account by logging in and choosing to deactivate in your User Admin Dashboard, or by emailing firstname.lastname@example.org. Once your account is deactivated you will no longer be able to login, post, comment, edit your content or take other actions on the site.
You understand that Company has no responsibility to monitor any materials posted, transmitted, or communicated to or within the Website. If you believe that something on the Website violates these Terms and Conditions, please e-mail email@example.com.
Restrictions on Use by Company
No Infringing Use.
Company respects the intellectual property of others, and we expect our Site Users and Business Subscribers to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users of the Website who infringe or repeatedly infringe the copyrights or other intellectual property rights of Company or other rights owners.
Copyright Infringement Notice.
If you are a copyright owner or an agent thereof and believe any content on the Website infringes upon your copyrights, you may submit a notification of claimed infringement by providing notice to the Company through the email address: firstname.lastname@example.org containing the following information:
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- 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 and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorised to act on behalf of the owner of an exclusive right that is allegedly infringed; and
- A physical or electronic signature of a person authorised to act on behalf of the owner of a copyright that is allegedly infringed.
- You acknowledge that if you fail to comply with substantially all of the above requirements of this Section your notice may not be valid and we may not be able to remove infringing content.
You are solely responsible for protecting the security and confidentiality of your password, as applicable, and are accountable for any activity undertaken through your Company account.
You shall not violate or attempt to violate the security of the Website. Violations of system or network security may result in civil or criminal liability. Company reserves the right to investigate occurrences which may involve such violations and may involve and cooperate actively with, law enforcement authorities in prosecuting users who have participated in such violations.
If you send or transmit any communications, comments, questions, suggestions, or related materials to Company, whether by letter, email, telephone, or otherwise (collectively, “Company Feedback”), suggesting or recommending changes to the Website or the materials or services available via the Website, including, without limitation, new features or functionality relating thereto, all such Company Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Company Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Company Feedback. You understand and agree that Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Company Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Business Subscriber Feedback.
If you send or transmit any communications, comments, questions, suggestions, or related materials to a Business Subscriber, whether by letter, email, telephone, or otherwise (collectively, “Business Subscriber Feedback”), suggesting or recommending changes to that Business Subscriber’s services, products, websites or Business Subscriber Content, including, without limitation, new features or functionality relating thereto, all such Business Subscriber Feedback is, and will be treated as, non-confidential and non-proprietary by the Business Subscriber. You hereby assign all right, title, and interest in, and the Business Subscriber is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Business Subscriber Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Business Subscriber Feedback. You understand and agree that Business Subscriber is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Business Subscriber Feedback, and you have no right to compel such use, display, reproduction, or distribution.
You represent that any information you post or provide to Company by means of this Website, including, without limitation, as part of any registration, application or inquiry, is true, accurate, not misleading and offered in good faith.
You may never use another user’s account without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Company as soon as possible of any breach of security or unauthorised use of your account. Company reserves the right to suspend or terminate any account at any time for any reason and is not liable for any damage or loss resulting from such suspension or termination.
Sweepstakes, Promotions and Contests.
We may from time to time offer promotions, contests or sweepstakes. Please note that the particular terms for any such promotions, contests or sweepstakes or other features or activities may differ from the Terms and Conditions of our Website. If different or additional terms apply, they will be posted in a manner that makes it clear that such rules or terms apply to the applicable service.
You agree to indemnify and hold Company and its agents and licensors harmless from any claim or demand, including costs or attorneys’ fees, made by any third party due to or arising out of User Content or Business Subscriber Content or other content you submit, post to or transmit through the Website, your violation of these Terms and Conditions, or your violation of any rights of another person or entity.
The Website, submissions and any content provided via the Website, including links, are provided on an "as is" and "as available" basis with no warranty of any kind. to the maximum extent permitted by law, the Company disclaims all representations, warranties and conditions, express or implied, with respect to the Website, submissions, the content and any products or services, including, without limitation, warranties or conditions of merchantable quality, merchantability, durability, fitness for a particular purpose, title, non-infringement, freedom from errors, omissions, computer viruses or other malicious or unauthorised code or programs, and implied warranties or conditions arising from course of dealing or course of performance. In addition, the Company does not represent or warrant that the Website, submissions, content or any products, services or any other information accessible via the site is secure, accurate, complete or current or that any particular products or inventory will be available at any particular store. As a condition of your use of the Website, you warrant to the Company that you will not use the Website for any purpose that is unlawful or prohibited by these Terms and Conditions.
Commentary and other materials posted on our Website are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our Website, or by anyone who may be informed of any of its contents.
Limitation of Liability.
The material displayed on our Website is provided without any guarantees, conditions or warranties as to its accuracy. From time to time there may be information on this Website that contains typographical errors, inaccuracies, or omissions, including those that may relate to product descriptions, pricing, and availability. We reserve the right to revoke offers or correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice. We apologise for any inconvenience this may cause you.
To the maximum extent permitted by law, the Company and its parent, subsidiary companies and/or any of its affiliated entities hereby and exclude all liability for any damages (howsoever arising, including without limitation through contract, tort (including negligence), breach of statutory duty or otherwise) arising out of or in connection with your access to (or inability to access) or use of this Website and its contents. All conditions, warranties and other terms which may be implied by statute, common law or otherwise are hereby excluded to the maximum extent permitted by law. In no event shall Company, its parent company, subsidiary companies and/or any of its affiliated entities or suppliers or their respective officers, directors, contractors, employees or agents be liable for: (i) any indirect, special, or consequential loss or damage, or (ii) loss of profit, (iii) loss of business, (iv) loss of opportunity, (v) loss of contract, (vi) wasted management time or (vii) loss of data, in each case, incurred by any user in connection with the Website, any websites linked to it and any materials posted on it, even if Company has been previously advised of the possibility of such damages, and in each case, howsoever arising (whether in contract, tort (including negligence), breach of statutory duty or otherwise) out of or in connection with your access to (or inability to access) or use of this Website and its contents.
Terms Applicable to Business Subscriber.
These limitations shall apply notwithstanding any failure of essential purpose or the existence of any limited remedy. Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury arising from our negligence, any breach of the obligations implied by applicable law, or for any fraud, or fraudulent misrepresentation or any other liability to the extent it cannot be excluded or limited under applicable law.
- All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. Business Subscriber will be responsible for the payment of any fees, taxes or other charges to its account and shall pay such fees, taxes and other charges in accordance with Company’s billing terms then in effect as communicated by Company to Business Subscriber.
- Please carefully review our Billing Policy[LINK http://app.icanmakeitbetter.com/billing-policy]. You agree to comply with all policies regarding Service billing, refunds, cancellations, and/or modifications.
- To become a Business Subscriber, you will be required to give us a valid credit card number (VISA, MasterCard, American Express or any other issuer then accepted by us) and associated payment information at the time you order services, including all of the following: (i) your name as it appears on the card, (ii) the credit card type, (iii) the date of expiration of your credit card, (iv) billing address, and (v) any activation numbers or codes needed to charge your card. Company currently does not accept cash, checks or any other payment form, although in the future we may change this policy. Your credit card issuer agreement governs your use of your designated credit card, and you must refer to that agreement and not these Terms and Conditions to determine your rights and liabilities as a cardholder. By providing Company with your credit card number and associated payment information, you agree that Company is authorised to immediately charge your credit card on file in connection with your account for all fees and charges due and payable to Company as a result of your purchase of any services. You agree that no additional notice or consent is required before Company charges the credit card for all amounts due and payable. You agree to immediately notify Company of any change in your billing address or the credit card used for payment hereunder. Company reserves the right, at any time, to change its prices and billing methods, either immediately upon posting notice of the changes on the Website and/or by e-mail notification to your e-mail address on file in connection with your account.
- Services are billed in advance and are non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
- All plans come with a free 30 day trial. Notwithstanding the above, you will be billed for your annual fee upon the end of your free 30 day trial. For any upgrade in plan level, your annual renewal date will not change. Your credit card will automatically be charged the a pro-rated amount of your new annual fee, minus the pro-rated unused amount of your previous Plan rate (e.g., if you upgrade 6 months into your yearly subscription term, you will be immediately charged for 6 months of your new annual rate and given a credit for 6 months unused portion of your previous plan). Downgrading your Service may cause loss of features or capacity of your Account. Company does not accept any liability for such loss.
- You must notify us in writing within seven (7) days after receiving your credit card statement if you dispute any of our charges on that statement, or such dispute will be deemed waived. Notice of billing disputes should be sent to the following address: 1705 South Lamar, Austin TX 78704. If Company does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Company or its agents.
- Business Subscriber represents and warrants that its chosen Subdomain name as hosted on the Service does not infringe the copyright, trademark, or any other intellectual property rights of any third party, and that such domain name is otherwise in compliance with these Terms and Conditions. Company reserves the right, in its sole discretion, to relocate a Business Subscriber's hosted area to an alternate Subdomain name if the Company has reason to believe Business Subscriber's chosen Subdomain name is in violation of this section.
- Business Subscribers may cancel a subscription at any time by contacting email@example.com. However, there will be no refunds for cancelled accounts unless they are cancelled, prior to the beginning of your Subscription Term (your subscription terms begins at the end of your free 30 day trial). Upon cancellation the Service will deactivate your account at the end of the billing period unless otherwise mutually agreed upon.
You agree to comply with all applicable laws, rules and regulations when using the Website.
Both you and Company acknowledge and agree that no partnership is formed, and neither of you nor Company has the power or the authority to obligate or bind the other.
These Terms and Conditions operate to the fullest extent permissible by law. If any provision of these Terms and Conditions is unlawful, void, or unenforceable, that provision is deemed severable from these Terms and Conditions and does not affect the validity and enforceability of any remaining provisions.
If Company fails to act with respect to your breach or anyone else’s breach on any occasion, Company is not waiving its right to act with respect to future or similar breaches.
The failure of Company to comply with the Terms and Conditions because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of these Terms and Conditions.
Sections 4, 8, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination of these Terms and Conditions.
These Terms and Conditions constitute a binding agreement between you and Company, and are accepted by you as a condition for your use of the Website or your account. These Terms and Conditions constitute the entire agreement between you and Company arising out of or relating to the use of the Website and your account and supersedes all previous or contemporaneous agreements, representations, understandings, or terms, written or oral.
Governing Law and Jurisdiction
These Terms and Conditions will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts-of-laws principles. By using this Website, you hereby agree that the exclusive jurisdiction for any and all disputes regarding these Terms and Conditions shall lie in the federal or state courts located in Austin, Texas.