These Terms of Use (“Terms”) govern your access to and use of the website located at https://www.myideatolaunch.com/ and any related web pages, content, features, and services made available through it (collectively, the “Site”). The Site is operated by Idea to Launch LLC, a Washington limited liability company doing business as Idea to Launch (“Idea to Launch”, “ITL”, “we”, “us”, or “our”).
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER (SEE CLAUSE 15) THAT AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION AND YOUR RIGHT TO HAVE DISPUTES RESOLVED IN COURT BEFORE A JUDGE OR JURY. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN 30 DAYS AS DESCRIBED IN CLAUSE 15.10.
01ACCEPTANCE OF THESE TERMS
By accessing or using the Site, you agree to be bound by these Terms and by our Privacy Notice, which is incorporated into these Terms by reference. If you do not agree to these Terms, you must not access or use the Site.
You represent that you are at least 18 years of age (or the age of majority in your jurisdiction, if higher) and are able to enter into a legally binding contract. The Site is not directed to children, and we do not knowingly collect personal information from children as described in the Privacy Notice.
If you access or use the Site on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, in which case “you” refers to that entity.
02RELATIONSHIP TO THE PARTICIPATION AGREEMENT
Enrollment in and participation in the Idea to Launch accelerator program (the “Program”) are governed by a separate Founder Participation Agreement and the Founder Handbook & Program Rules.
To the extent there is a conflict between these Terms and a signed Founder Participation Agreement with respect to the subject matter of that agreement, the Founder Participation Agreement controls.
03CHANGES TO THE TERMS AND THE SITE
We may modify these Terms from time to time. If we make material changes, we will update the “Last Updated” date above and, where appropriate, provide additional notice (such as by posting a notice on the Site). Changes are effective when posted unless stated otherwise.
Your continued access to or use of the Site after changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site.
We may change, suspend, or discontinue any part of the Site at any time, with or without notice, and we are not liable to you or any third party for doing so.
04ELIGIBILITY AND ACCOUNTS
Certain features of the Site, such as submitting an application or booking a discovery call, may require you to provide information about yourself. You agree that all information you provide is accurate, current, and complete, and that you will keep it updated.
If the Site provides account or login functionality, you are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You agree to notify us promptly of any unauthorized use of your account.
We reserve the right to suspend or terminate your access to the Site, or to refuse any application, at our discretion and to the extent permitted by applicable law.
05APPLICATIONS AND INQUIRIES
Submitting an application, booking a discovery call, or otherwise contacting us through the Site does not create any obligation on our part to admit you to the Program, and does not create a contract for Program participation. Admission to the Program is at our discretion and is subject to execution of the Founder Participation Agreement.
Any Program descriptions, cohort dates, session schedules, pricing, deliverables, and other details presented on the Site are provided for general informational purposes, are subject to change, and are qualified in their entirety by the Founder Participation Agreement and the Founder Handbook.
06LICENSE TO USE THE SITE
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Site for your personal, non-commercial purposes of learning about and applying to the Program.
This license does not include any right to: (a) resell or make commercial use of the Site or its contents; (b) make derivative use of the Site or its contents; or (c) use any data mining, robots, scraping, or similar data-gathering and extraction tools, except as expressly permitted by us in writing.
07ACCEPTABLE USE
You agree that you will not, and will not attempt to:
- use the Site for any unlawful purpose or in violation of any applicable law or regulation;
- upload, transmit, or distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable;
- impersonate any person or entity, or misrepresent your affiliation with any person or entity;
- interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, or violate any requirement, procedure, or policy of such servers or networks;
- attempt to gain unauthorized access to any portion of the Site, other accounts, computer systems, or networks connected to the Site;
- introduce any viruses, malware, or other harmful code; or
- use the Site to send unsolicited communications, promotions, or advertisements, or to collect personal information about others without authorization.
We may investigate and take appropriate legal action against anyone who, in our sole discretion, violates this clause 7, including removing offending content, suspending or terminating access, and reporting violators to law enforcement.
08INTELLECTUAL PROPERTY
The Site and all content, features, and functionality on it, including text, graphics, logos, images, video, audio, software, and the “Idea to Launch” name and marks (collectively, “Site Content”), are owned by ITL or its licensors and are protected by United States and international intellectual property laws.
Except for the limited license granted in clause 6, nothing in these Terms transfers to you any right, title, or interest in the Site Content. You may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works from, or otherwise exploit any Site Content without our prior written permission.
All trademarks, service marks, and trade names used on the Site are the property of their respective owners. Nothing on the Site should be construed as granting any license or right to use any mark without the owner’s prior written permission.
09FEEDBACK
If you submit any suggestions, ideas, or other feedback about the Site or the Program (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and exploit the Feedback for any purpose without restriction or compensation to you. Feedback is not confidential, and we are under no obligation to keep it confidential.
10THIRD-PARTY LINKS AND SERVICES
The Site may contain links to third-party websites, services, or resources that are not owned or controlled by us. We provide these links for convenience only and do not endorse and are not responsible for the content, products, services, privacy practices, or policies of any third party.
Your use of any third-party website or service is subject to that third party’s own terms and policies, and you access them at your own risk.
11PRIVACY
Our collection and use of personal information in connection with the Site are described in our Privacy Notice. By using the Site, you acknowledge that you have read the Privacy Notice.
12DISCLAIMERS
THE SITE AND ALL SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ANY INFORMATION ON THE SITE, INCLUDING INFORMATION ABOUT THE PROGRAM AND ANY STATEMENTS ABOUT POSSIBLE OUTCOMES, IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL, TAX, ACCOUNTING, INVESTMENT, FINANCIAL, OR OTHER PROFESSIONAL ADVICE, AND IS NOT A GUARANTEE OF ANY BUSINESS, FINANCIAL, OR OTHER RESULT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS EXCLUDES OR LIMITS ANY WARRANTY OR OTHER RIGHT THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
13LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ITL OR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100.00).
THE LIMITATIONS IN THIS CLAUSE 13 DO NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THIS CLAUSE 13 DOES NOT LIMIT ANY RIGHTS YOU MAY HAVE UNDER A SIGNED FOUNDER PARTICIPATION AGREEMENT, WHICH GOVERNS LIABILITY RELATING TO THE PROGRAM.
14INDEMNIFICATION
To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless ITL and its owners, officers, directors, employees, contractors, agents, and licensors from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your access to or use of the Site; (b) your violation of these Terms; (c) your violation of any applicable law or the rights of any third party; or (d) any content you submit through the Site.
15DISPUTE RESOLUTION; BINDING ARBITRATION; CLASS ACTION WAIVER
Application of this clause: PLEASE READ THIS CLAUSE 15 CAREFULLY. IT REQUIRES YOU AND ITL TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE PROCEEDINGS. This clause 15 applies to any dispute arising out of or relating to these Terms or your use of the Site. It does not govern disputes arising out of or relating to the Program, which are governed by the dispute resolution provisions of the Founder Participation Agreement.
Federal Arbitration Act: This clause 15 evidences a transaction involving interstate commerce, and the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. (the “FAA”), governs the interpretation and enforcement of this clause. The parties intend this clause to be broadly interpreted and enforced to the fullest extent permitted by the FAA.
Informal resolution first: Before initiating arbitration, the party raising a dispute must send the other party a written notice describing the dispute and the relief sought (“Notice of Dispute”). A Notice of Dispute to ITL must be sent to 100 N HOWARD ST #10723, Spokane, WA, 99201, USA and hello@myideatolaunch.com. The parties will attempt in good faith to resolve the dispute for a period of 60 days after the Notice of Dispute is received. If the dispute is not resolved within that period, either party may commence arbitration.
Agreement to arbitrate: Except as expressly provided in this clause 15, any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved informally will be resolved exclusively by final and binding arbitration, rather than in court.
Delegation: All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this clause 15, except that: (a) a court of competent jurisdiction, and not the arbitrator, has exclusive authority to decide any question about the enforceability of the class action waiver in clause 15.8; and (b) issues relating to the small-claims carve-out in clause 15.7 may be decided by the small-claims court.
Arbitration rules and procedure: The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, as modified by these Terms. The AAA Rules are available at www.adr.org. The arbitration will be conducted by a single neutral arbitrator. Unless the parties agree otherwise, any in-person arbitration hearing will take place in King County, Washington, or, at your election, in the county of your residence; the arbitrator may also permit telephonic or video proceedings, and may decide certain matters on the basis of written submissions. The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction.
Small-claims carve-out: Notwithstanding the agreement to arbitrate, either party may bring an individual claim in a small-claims court of competent jurisdiction if the claim qualifies and remains in that court and proceeds on an individual (non-class) basis.
Class action waiver: YOU AND ITL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
Severability of class action waiver: If the class action waiver in clause 15.8 is found to be unenforceable as to a particular claim or request for relief, then that claim or request for relief (and only that claim or request for relief) will be severed from arbitration and may be brought in a court of competent jurisdiction, but the remainder of this clause 15 will continue to apply and be enforceable in arbitration.
Right to opt out: You may opt out of this clause 15 (the arbitration agreement and class action waiver) by sending written notice of your decision to opt out to hello@myideatolaunch.com or 100 N HOWARD ST #10723, Spokane, WA, 99201, USA within 30 days after you first accept these Terms. The notice must include your name, the email address or account associated with your use of the Site, and a clear statement that you wish to opt out of arbitration. If you opt out, clause 16 (Governing Law and Forum) will govern the resolution of disputes. Opting out of this clause 15 has no effect on any other arbitration agreement you may have with ITL, including in the Founder Participation Agreement.
Survival: This clause 15 survives termination of these Terms and your use of the Site.
16GOVERNING LAW AND FORUM
These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of Washington, without regard to its conflict-of-law principles, except that the FAA governs clause 15.
Subject to clause 15, you and ITL agree that any dispute not subject to arbitration will be brought exclusively in the state or federal courts located in King County, Washington, and each party consents to the personal jurisdiction of, and venue in, those courts. This clause does not deprive you of the protection of any mandatory consumer-protection provisions of the law of the jurisdiction in which you reside.
17TERMINATION
We may suspend or terminate your access to the Site at any time, with or without cause and with or without notice, to the extent permitted by applicable law.
Clauses that by their nature should survive termination will survive, including clauses 8, 9, 12, 13, 14, 15, 16, and 18.
18GENERAL PROVISIONS
Entire agreement: These Terms, together with the Privacy Notice and any other policies expressly incorporated by reference, constitute the entire agreement between you and ITL regarding the Site and supersede all prior or contemporaneous understandings regarding the Site.
Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Clause 15.9 governs the severability of the class action waiver.
No waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision. Any waiver must be in writing to be effective.
Assignment: You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, reorganization, sale of assets, or similar transaction.
No agency: Nothing in these Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between you and ITL.
Force majeure: We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control.
Notices to you: We may provide notices to you by posting on the Site, by email to an address you provide, or by other reasonable means.
Contact: Questions about these Terms may be directed to hello@myideatolaunch.com or Idea to Launch LLC, 100 N HOWARD ST #10723, Spokane, WA, 99201, USA.