Ibis Consulting Group, Incorporated

IDEA+ Terms of SaaS Service

Last Modified: April 30, 2025

These Terms of SaaS Service (this "Agreement") is a binding agreement between the entity named on an Order ("Customer," "you," or "your") and Ibis Consulting Group, Incorporated, a Massachusetts corporation (“Ibis,” “Provider,” "we," or "us"). This Agreement governs your access to and use of our Services (defined below).

This agreement takes effect when you sign Ibis’ statement of work or order (“Order”).

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU:

(i) ARE EIGHTEEN (18) YEARS OF AGE OR OLDER;

(ii) RESIDE IN THE UNITED STATES OR ANY OF ITS TERRITORIES OR POSSESSIONS;

(iii) HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND

(iv) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

This Agreement is an integral part of the Website Terms of Use that apply generally to the use of our Sites, and our Privacy Policy. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE OUR SERVICES.

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event that any provision contained in this Agreement conflicts with any terms and conditions set forth in any schedule, exhibit, appendix, quote or Order or any other referenced documents herein, the provisions of this Agreement shall prevail, unless specifically amended in writing by such document.

1. Definitions.

(a) “Aggregated Data” means information that is de-identified, or that is stripped of any information that could directly identify an individual, and that is combined with other de-identified data, and therefore, does not constitute Personal Information (defined below).

(b) "Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

(d) “Customer Data” means the information relating to a Customer, including business, financial and product information and Personal Information provided to Ibis.

(e) "Data Subject" means an individual who is the subject of the Personal Information and to whom or about whom the Personal Information relates or identifies, directly or indirectly.

(f) "Documentation" means Ibis's user manuals, handbooks, and guides relating to the Services provided by Ibis to Customer upon access to the Services.

(g) “Ibis Dashboard” means the user interface that Ibis provides to Customer, which Customer may access and configure through a Subscription.

(h) “Ibis Property” means (i) the Services, the Platform, the Documentation, and all Intellectual Property Rights therein; (ii) the information or data provided by Ibis to Customer as part of the Services; (iii) the information and data that Ibis collects directly from Authorized Users; (iv) the data and information input by a Authorized User into the Platform for the purpose of using the Platform, and any data collected and processed by or for the Authorized User, which is generated by the Platform as part of the Authorized Userʼs use of the Platform; (v) metadata arising from Customerʼs use of the Services and used by Ibis to provide and improve the Services; (vi) Feedback from Customer or Authorized Users to Ibis relating to the Services (all of the above excluding Personal Information of Customers and Authorized Users); and Aggregated Data.

(i) “Intellectual Property Rights” means intellectual property rights arising anywhere in the world: including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, and trade secrets; whether registered or unregistered, and including applications for the grant of any such rights;

(j) “Personal Information” means any information that Ibis processes through the Services that (a) identifies or relates to an individual who can be identified directly or indirectly from that data alone or in combination with other information in Ibis's possession or control or that Ibis is likely to have access to, or (b) the relevant Privacy and Data Protection Requirements otherwise define as protected personal information. Personal Information includes but is not limited to a person’s (a) name, (b) email address, (c) age, (d), birthdate, (e) shopping information, and/or (f) shipping or physical address.

(k) "Platform" means Ibis’s software, software-as-a-service, user interfaces, software applications, on-line help, Ibis Dashboard, and associated Documentation, access to which is provided by Ibis to Customer for use by Authorized Users as a learning and coaching platform.

(l) "Privacy and Data Protection Requirements" means all applicable federal and state laws and regulations relating to the Processing, protection, or privacy of the Personal Information, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction.

(m) "Processing,” “processes,” “processed” or “process" means any activity that involves the use of Personal Information or that the relevant Privacy and Data Protection Requirements may otherwise include in the definition of processing, processes, processed or process, and includes, but is not limited to obtaining, recording, or holding the data, or carrying out any operation or set of operations on the data, organizing, amending, retrieving, using, disclosing, erasing, destroying, and transferring Personal Information to third parties.

(n) “Professional Services” means the online coaching and live interactive sessions offered through the platform and included with the Subscription Fees.

(o) “Service(s)” means Ibi’s provision of access to and use of: (i) the Platform or Ibis’s hosted software-as-a-service; and (ii) Ibis data, and any associated websites, products, software services and Professional Services offered by Ibis, in accordance with this Agreement.

(p) “Software” means Ibis’s computer programs (in object and source code form) that run the Platform and software-as-a-service provided by Ibis to Customer as part of the Services

(q) "Subscription" means Customer’s annual access to the Services.

(r) “Subscription Fees” means the annual fees and the usage fees payable by the Customer to Ibis for access to the Services in accordance with the selected Subscription.

(s) “Term” means the period of time for which Customer has paid for a Subscription to the Services.

(t) "Third-Party Products" means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

2. Access and Use of Services.

(a) Provision of Access. Subject to and conditioned on your payment of the Subscription Fees and compliance with all other terms and conditions of this Agreement, Ibis hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Platform, during the Term, solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Ibis shall provide Customer with the necessary access credentials to allow Customer to access the Platform. The Customer shall provide credentials to Authorized Users and keep the Platform secure.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Ibis hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with your use of the Services.

(c) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

(i) copy, modify, create derivative works, or otherwise modify the Services, any software component of the Services, or Documentation, in whole or in part;

(ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement

(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code, object code or underlying structure, ideas, algorithms, or any software component of the Services, in whole or in part;

(iv) access the Services in order to develop a competing product or service;

(v) use the Services to provide a service for others;

(vi) use the Services to operate more or different types of applications than as permitted under the applicable Subscription;

(vii) remove any proprietary notices from the Services or Documentation;

(viii) use a computer or computer network to cause physical injury to the property of another;

(ix) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates the CAN-SPAM Act or any applicable law, regulation, or rule;

(x) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services;

(xi) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services;

(xii) cause a computer to malfunction, regardless of how long the malfunction persists;

(xiii) alter, disable, or erase any computer data, computer programs or computer software without authorization;

(xiv) interfere with, disrupt or undermine the security or the operation of the Services or our website; or

(xv) interfere with, disrupt or undermine anyone's use or enjoyment of the Services or our website.

(d) Reservation of Rights. Ibis reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any Intellectual Property Rights or other right, title, or interest in or to the Ibis Property.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Ibis may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) Ibis reasonably determines that (A) there is a threat or attack on any of the Ibis Property; (B) Customer's or any other Authorized User's use of the Ibis Property disrupts or poses a security risk to the Ibis Property or to any other customer or vendor of Ibis; (C) Customer or any other Authorized User is using the Ibis Property for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Ibis's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Ibis has suspended or terminated Ibis's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Ibis shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Ibis shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Ibis will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

(f) Publicity. Unless we receive written instructions from you otherwise, you hereby grant Ibis a license to display, reproduce, and use your business’ name and logo for limited promotional and marketing purposes on our website. If you no longer wish us to continue to use your business’ name and logo on our website, you will need to notify us in writing by sending an email to ideaplus@ibisconsultinggroup.com .

(g) Not Professional Advice. We provide the Services to assist you with internal training and coaching. However, the online tools, materials, and any other information provided through or on our Platform are for informational purposes only and are not guaranteed to be correct, complete or up-to-date and are not intended to provide legal, accounting, tax, or other professional advice. Accordingly, you acknowledge and agree that all decisions about the design, strategy and use of our Services will be yours alone. Your use of the Services shall abide by all laws that may apply to loyalty rewards programs in your jurisdiction. You further acknowledge and agree that it is your responsibility to understand and comply with those laws.

3. Use of Personal Information, Customer Data, and Ibis Property.

(a) Personal Information. Ibis does not intend to collect Personal Information other than business contact information. Ibis shall process Personal Information only for the purposes of providing the Services to the Customer in accordance with Ibis’s Privacy Policy and any Data Processing Addendum agreed to by the parties.

(b) Customer Data. Customer Data is owned by Customer and Ibis shall process Customer Data only for the purposes of providing the Services to the Customer in accordance with Ibis’s Privacy Policy.

(c) Data Collected by Ibis. Customer authorizes Ibis to collect, use and process, data that is provided by Customer to Ibis, or that is collected and processed by or for the Customer, or is generated by the Services as part of the Customer’s use of the Services, for purposes of (i) providing and improving the Services; and (ii) use such data in De-identified Form for training models, systems or architecture, such as generative artificial intelligence models or large language models, and to use such systems, models or architecture or for any purpose(s). Customer authorizes Ibis to communicate with Authorized Users directly or indirectly, for purposes of (i) providing the Platform to Authorized Users, (ii) obtaining consent from Authorized Users to collect, use and process their information, and (iii) obtaining consent from Authorized Users to use certain Personal Information in De-identified form. “De-identified Form” means that Ibis will strip the data of information that could directly identify an individual and connect the individual to the data (identifying information for example, a name, email address, physical address) and assign a random code to the data instead of the identifying information.

4. Ibis Platform and Customer Content.

(a) Access. The Services allow Customer, including its Authorized Users, to access the Ibis training and coaching services and materials through the Platform. Any Customer Content used in connection with the Services must comply with the Content Standards set out in this Agreement. Customer acknowledges that any Customer Content submitted to the Services for publication and display on the Ibis Platform will be considered non-confidential and non-proprietary. By providing any Customer Content on the Platform, Customer hereby grants Ibis and its licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties Customer Content for purposes of providing the Services and in[AH1] De-identified Form for any purpose.

(b) Customer Representation and Warranties. Customer represents and warrants that:

(i) Customer owns or controls all rights in and to the Customer Content and has the right to grant the license granted above to Ibis and its licensees, successors, and assigns.

(ii) All of the Customer Content does and will comply with this Agreement.

(iii) Customer is responsible for any Customer Content submitted or contributed to the Services for display on the Ibis Platform, and that the Customer, not Ibis, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

(iv) Ibis will not be responsible or liable to any third party for the content or accuracy of any Customer Content posted by Customer.

(i) Remove or refuse to post any Customer Content for any or no reason.

(ii) Take any action with respect to any Customer Content that Ibis deems necessary or appropriate, including if Ibis believes that such Customer Content violates this Agreement, including the Content Standards (defined below), infringes any Intellectual Property Right or other right of any person or entity, threatens the personal safety of users of the Services, Ibis Platform, or the public, or could create liability for Ibis.

(iii) Disclose Customer’s identity or other information about the Customer to any third party who claims that material posted by you violates their rights, including their Intellectual Property Rights or their right to privacy.

(iv) Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.

(d) Compliance. Without limiting the foregoing, Ibis has the right to cooperate fully with any law enforcement authorities or court order requesting or directing Ibis to disclose the identity or other information of anyone posting any materials on or through the Services. CUSTOMER HEREBY WAIVES AND HOLD HARMLESS THE PROVIDER FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE PROVIDER DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE PROVIDER OR LAW ENFORCEMENT AUTHORITIES.

(e) Review. Ibis cannot review all material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Ibis assumes no liability for any action or inaction regarding transmissions, communications, or content provided by the Customer or its Authorized Users. Ibis has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

(f) Content Standards. The content standards below (“Content Standards”) apply to any and all Customer Content. Customer Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, Customer Content must not:

(i) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

(ii) Promote or sell sexually explicit or pornographic material, escort services, adult entertainment, online dating services.

(iii) Contain or promote any violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

(iv) Promote or sell pharmaceutical products, work-at-home scams, gambling services, multi-level marketing, affiliate marketing, credit repair services, social media “likes,” cryptocurrencies, virtual currencies, digital assets.

(v) Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

(vi) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement.

(vii) Be likely to deceive any person.

(viii) Promote any illegal activity, or advocate, promote, or assist any unlawful act.

(ix) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

(x) Impersonate any person or misrepresent your identity or affiliation with any person or organization.

(xi) Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

(g) Copyright and Trademark Infringement. All Customer Content is subject to the Ibis’s Copyright and Trademark Policy, which can be found at https://www.ibisconsultinggroup.com/terms-of-use. Upon receipt of a complaint in accordance with Ibis’s Copyright and Trademark Policy, Ibis reserves the right to remove any and all allegedly infringing Customer Content. If Customer deems the removal of its Customer Content was by mistake or misidentification, Customer will send a counter-notification to Ibis as outlined in its Copyright and Trademark Policy.

5. Ownership.

(a) Intellectual Property Rights. Each Party acknowledges and agrees that the other Party shall not acquire any ownership interest in any patents, trademarks, copyrights, domain names, works of authorship, trade secrets, or any other Intellectual Property Rights owned by or licensed to the other Party under this Agreement. Each Party shall use the other Party’s Intellectual Property Rights only for the purposes of performing its obligations under this Agreement. As between you and us, (a) we own all right, title, and interest, including all Intellectual Property Rights, in and to the Services, Feedback (defined below) and Ibis Property; and (b) you own all right, title, and interest, including all Intellectual Property Rights, in and to Customer Content.

(b) Feedback. Any information that Customer provides to Ibis (including identifying potential errors and improvements) concerning the Platform or any aspects of the Service ("Feedback"), you hereby assign to Ibis all right, title, and interest in and to the Feedback, and Ibis is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Services and to create other products and services. Ibis will treat any Feedback as non-confidential and non-proprietary. Customer shall not submit any Feedback that it considers confidential or proprietary.

(c) Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Ibis may monitor and collect and compile data and information related to Customer's use of the Services and Authorized Users’ use of the Platform. Ibis may use such data as Aggregated Data, including compiling statistical and performance information related to the provision and operation of the Services and training computer models. As between Ibis and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Ibis. You acknowledge that Ibis may compile Aggregated Data based on Customer Content input into the Services. You agree that Ibis may (i) make Aggregated Data publicly available in compliance with applicable law; (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; and (iii) share, sell, disclose and otherwise provide any such information it collects in de-identified form, to third parties; provided that such Aggregated Data do not identify Customer or Customer's Confidential Information.

(d) Trademark and Copyright License Grant. Customer hereby grants to Ibis a non-exclusive, non-transferable, and non-sublicensable license to use, reproduce, display, or distribute any Customer Content it submits through the Services on the Ibis Platform.

6. Customer Responsibilities.

(a) Acceptable Use. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described herein. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements herein.

(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

(c) Customer Content. You hereby grant to Ibis a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Content and perform all acts with respect to the Customer Content as may be necessary for Ibis to provide the Services to you, including access to the Personal Information of your shoppers available through our Services. You will retain control of Customer Content and ensure that the Services’ use of the Customer Content and any Authorized User's use of Customer Content will not violate any policy or terms referenced in or incorporated into this Agreement, Privacy Policy, or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Content.

(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential and secure. You shall not share, sell or transfer your access credentials to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products.

7. Support and Updates.

(a) Support. The Platform shall be available 99.9% of the time seven days each week. Ibis shall provide basic email support to Customer during regular business hours, Monday through Friday, except on U.S. federal holidays, 9:00am-5:00pm ET at ideaplus@ibisconsultinggroup.com .

(b) Updates. Ibis may from time to time in its sole discretion develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Ibis has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality on the existing Platform. You further agree that all Updates will be deemed part of the Services and be subject to all terms and conditions of this Agreement.

(c) Maintenance and Repairs. Your access to the Platform may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. Accordingly, you acknowledge and agree that we will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

8. Subscription.

(a) Term. Your Subscription begins as soon as your initial payment for the Subscription Fees are processed. Your Subscription will automatically renew each year without notice until you cancel by providing Ibis with written notice before the end of the then-current Subscription period (the “Term”). Subject to the terms and conditions of this Agreement, during the Term, Ibis shall use commercially reasonable efforts to make the Services available for your use and access.

(b) Payment Processing: You will make your payments for your Subscription Fee to Ibis via ACH. Ibis will provide an ACH Authorization form with banking details. Payment is expected within 30 days of receipt of invoice. A 1% late fee will be charged for any unpaid balance exceeding 44 days of the receipt of invoice.

(c) Refunds. Except when required by law, Ibis shall be under no obligation to issue refunds under any circumstances. All Subscription Fees are non-refundable, even if your Subscription is terminated before its expiration.

(d) Taxes. Subscription Fees are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any Subscription Fees. If Ibis is required to collect indirect and/or transactional taxes (including but not limited to sales tax, value-added tax, goods and services tax) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Ibis or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.

(e) Effect of Cancellation. Upon termination of this Agreement, Customer shall immediately discontinue use of the Ibis Services, the Platform and any Ibis trademarks. Ibis shall stop all use of any Customer Content. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

(f) Overage Fees. We have the right, but not the obligation, to monitor or remotely audit your use of the Services. If our audit discovers that your use of the Services exceeds your Subscription, you will be responsible for any and all extra charges that apply for exceeding your usage limits of the Services.

(g) Return of Customer Content. At the end of the Term, you will be entitled to extract Customer Content input into the Ibis Dashboard within 48 hours following the end of the Term. The Customer Content will be in a format determined by us. After such 48-hour period, we will have the right to delete all Customer Content at any time and cancel your account with us.

9. Confidential Information.

From time to time during the Term, Ibis and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain through no fault of the receiving party; (b) rightfully known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party without use of or reference to the Confidential Information. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than that required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years after termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. Notwithstanding the above, content submitted by individual Authorized Users will be able to be accessed by the Customer.

10. Privacy Policy.

Ibis complies with its privacy policy, available at [URL] ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

11. Security.

Ibis is committed to maintaining the security of the Platform, Customer Content, and Personal Information in accordance with our Privacy Policy. Ibis will at all times implement appropriate technical and organizational measures designed to safeguard Personal Information against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction, unavailability, or damage. If Customer becomes aware of any security vulnerabilities Customer will immediately notify Ibis at ideaplus@ibisconsultinggroup.com and provide us with as much information as possible about the nature and scope of the vulnerability. Ibis will acknowledge all reported security vulnerabilities within 24 hours of receipt and will work diligently to address any identified issues. Customer must take reasonable precautions to preserve the integrity of Customer Content and any Personal Information it processes and to prevent any corruption or loss of the Personal Information, including but not limited to establishing effective back-up and data restoration procedures.

12. Data Subject Requests, Complaints, and Third-Party Rights.

Customer shall notify Ibis within five (5) working days if it receives a request from a Data Subject to exercise any rights the individual may have regarding their Personal Information, such as access, correction, deletion, or to opt-out of or limit certain activities like sales, disclosures, or other processing actions within the control of Ibis. Ibis will notify Customer if it receives any other complaint, notice, or communication that directly or indirectly relates to the Customer’s processing of Personal Information. Each party will give the other party full co-operation and assistance in responding to any complaint, notice, communication, or Data Subject request.

13. Limited Warranty and Warranty Disclaimer.

(a) Ibis Warranty. Ibis warrants that the Services will be performed in accordance with applicable industry and professional standards when accessed and used by Customer in accordance with the Documentation. In the event the Services do not conform to the warranty, Ibis shall, at its sole option, either reperform the Services or terminate the Services and issue the Customer a refund of any pre-payment for the non-conforming Services. Ibis does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in writing. The remedies set forth herein are Customer's sole remedies and Ibis's sole liability under the limited warranty set forth in this Section 13(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

(b) Customer Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Content and that both the Customer Content and your use of the Services are in compliance with the use restrictions in Section 2(c) and the Content Standards in Section 4(f).

(c) DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PLATFORM, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

14. Indemnification.

(a) Ibis Indemnification.

(i) Ibis shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses including reasonable attorneys' fees ("Losses"), actually incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services used in accordance with this Agreement, infringes or misappropriates such third party's United States Intellectual Property Rights; provided, that Customer promptly notifies Ibis in writing of the Third-Party Claim, cooperates with Ibis, and allows Ibis sole authority to control the defense and settlement of such Third-Party Claim.

(ii) If such a Third-Party Claim is made or Ibis reasonably anticipates such a Third-Party Claim will be made, Ibis shall, at Ibis's sole discretion, either (A) modify or replace the Services, or component or part thereof, to make it non-infringing; or (B) obtain the right for Customer to continue to use the Services. If Ibis determines that neither alternative is reasonably available, Ibis may terminate this Agreement in its entirety, or with respect to the affected component or part, effective immediately on written notice to Customer. This Section 14(a)(ii) sets forth your sole remedies and our sole liability and obligation for any actual, threatened, or alleged Third-Party Claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

(iii) This Section 14(a) will not apply to the extent that any such Third-Party Claim arises from Customer Content or Third-Party Products.

(b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Ibis's option, defend Ibis and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim that: (i) the Customer Data, Customer Content, or any use of the Customer Data or Customer Content in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (ii) Customer’s goods or services; or (iii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement; provided that Customer may not settle any Third-Party Claim against Ibis unless Ibis consents to such settlement, and further provided that Ibis will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

(c) Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The exclusions and limitations in this Section 14 do not apply to the parties' obligations under Section 9.

15. Modifications.

We may modify this Agreement from time to time and that modified terms become effective on posting, our notice to you and your assent. You will be notified of modifications through direct email communication from us. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Ibis will provide at least thirty (30) days' advance notice of changes to any service level that Ibis reasonably anticipates may result in a material reduction in quality or services to the Services. No Customer purchase order, additional terms, waiver, alteration, or modification of any of the provisions or attachments to this Agreement shall be binding on any party unless in writing and signed by both parties.

16. Dispute Resolution; Class Action Waiver; Arbitration.

(a) Notice of Claim and Required Information Dispute Resolution Process. Ibis shall, through commercially reasonable efforts, address any concerns that you may have regarding the Services. If you have any concerns or issues with the Services, you will first contact Ibis with your concerns and issues at ideaplus@ibisconsultinggroup.com . If you have any concern or dispute that we are unable to resolve (“Claim”), you agree to first try to resolve the dispute informally and in good faith by contacting us and providing a written “Notice of Claim” to the following address:

Ibis Consulting Group, Incorporated

1500 West Park Drive, Suite 230
Westborough, MA 01581

The Notice of Claim must provide Ibis with fair notice of your identity, a description of the nature and basis of your Claim, and the relief you are seeking, including the specific amount of any monetary relief you are seeking, and cannot be combined with a Notice of Claim for other individuals.

(b) Arbitration. If any dispute related to your Claim is not resolved within thirty (30) days of receipt, any resulting legal actions must be resolved through binding arbitration, including any dispute about whether arbitration is required for the dispute, subject to the exceptions set forth below. Any such dispute will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of three arbitrators. The place of arbitration will be Boston, Massachusetts. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(c) Limitation on Claims. Claims related to this Agreement are permanently barred if not brought within one (1) year of the event resulting in the Claim.

(d) No Class Actions. You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Nonetheless, if any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.

17. Governing Law and Jurisdiction.

This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts. Any legal suit, action, or proceeding arising out of or related to this agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the commonwealth of Massachusetts in each case located in the city of Boston, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

18. Miscellaneous.

Except as required by law, any notices to us must be sent to our email address at ideaplus@ibisconsultinggroup.com . You hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

(End of Agreement)