Terms of Service & End User License Agreement

1. Agreement and authority

These Terms of Service and End User License Agreement (the Terms) are between The Idea Experience LLC (TIE, we, us, or our) and the person or organization that creates an account, begins a trial, subscribes to, or uses a TIE application (Customer). TIE's services are intended for business use only. By accepting these Terms, Customer confirms that it is acquiring the service for business purposes and not as a consumer, and each individual who accepts or uses the service confirms that they are at least 18 years old.

By affirmatively accepting these Terms or completing checkout, Customer agrees to them. An individual who accepts on behalf of an organization represents that they have authority to bind that organization. Customer is responsible for ensuring that each authorized user it invites accepts these Terms, or any shorter user terms TIE presents, before first use. Product-specific terms, a data processing addendum (DPA), or an order form may supplement these Terms; if they directly conflict, the following order controls: (a) a signed order form, (b) the DPA, as to personal data, (c) product-specific terms, and (d) these Terms.

Changes to these Terms. TIE may update these Terms as its services and legal obligations change. TIE will post updated Terms with a new effective date. For a material change, TIE will give at least 30 days' notice by email or in the service before the change takes effect, and the change will apply from Customer's next renewal unless a law or security need requires it sooner. If Customer does not agree to a material change, Customer may cancel before it takes effect. Continued use after the effective date means acceptance of the updated Terms.

2. Subscription and software license

Subject to timely payment and compliance with these Terms, TIE grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the active subscription term to allow its authorized users to access and use the subscribed TIE application for Customer's internal business purposes and within the purchased plan limits.

The service is a hosted software subscription, not a sale of software or a transfer of intellectual-property rights. TIE and its licensors retain all right, title, and interest in the service, its software, documentation, designs, methods, and improvements. Customer may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, attempt to discover source code, bypass usage limits or security controls, share login credentials among individuals, access the service by automated means other than interfaces TIE provides, use the service or its outputs to develop or train a machine-learning model, or use the service to build a competing product, except to the extent a restriction is prohibited by applicable law.

Outputs. As between the parties, Customer owns the reports, documents, and other results the service generates from Customer Data for Customer (Outputs), subject to TIE's rights in the service and in its general templates, formats, and methods. Similar outputs may be generated for other customers.

Feedback. If Customer or its users give TIE suggestions or feedback about the service, TIE may use them without restriction or obligation. Feedback does not include Customer Data.

3. Accounts and authorized users

Customer is responsible for authorized users, credentials, account administration, and activity under its account, and for its authorized users' compliance with these Terms. Customer will provide accurate account information, protect credentials using reasonable safeguards, remove access promptly when a user no longer needs it, and notify TIE promptly of suspected unauthorized use. Access may be provided only to people authorized to use the service for Customer's benefit.

4. Acceptable use

Customer will not, and will not permit anyone to, use the service to: (a) violate law or the rights of others; (b) upload malicious code or interfere with the service, its security, or other customers; (c) probe, scan, or test the service's vulnerabilities without TIE's prior written permission; (d) submit payment-card numbers, government identification numbers, health information, or other sensitive personal data unless the relevant service is expressly designed to receive it; (e) make decisions that have legal or similarly significant effects on individuals, such as employment, credit, or housing decisions, based solely on automated or AI-generated output; or (f) send unsolicited or unlawful communications.

5. Customer data and privacy

As between the parties, Customer retains all rights in Customer Data: information, files, records, and other content that Customer or its authorized users submit to the service. Customer grants TIE the limited right to host, process, transmit, display, and otherwise use Customer Data only as necessary to provide, secure, support, and maintain the subscribed service; comply with law; and enforce these Terms.

Usage data. TIE may collect and use technical and usage information about the service, such as performance, feature-usage, and error data, to operate, secure, and improve its services, and may create aggregated or de-identified statistics that do not identify Customer, its users, or any individual. TIE will not use Customer Data to train artificial-intelligence models.

Customer is responsible for the accuracy, quality, and lawfulness of Customer Data and for obtaining the rights, notices, and consents necessary to provide it to TIE and direct its processing. TIE will not sell Customer Data or use it for advertising. To the extent Customer Data includes personal data that TIE processes on Customer's behalf, TIE acts as Customer's service provider (processor). The accompanying Privacy Notice describes TIE's general handling of personal information that TIE collects for its own purposes.

6. Security

TIE will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, appropriate to the nature of the service. TIE will notify Customer without undue delay and within (72) hours after confirming a security incident that resulted in unauthorized access to Customer Data, and will share information reasonably available to TIE that Customer needs to meet its own obligations. Customer is responsible for the security of its users' devices, credentials, and connected third-party accounts.

7. Integrations and AI features

Customer may choose to connect an approved third-party service, such as QuickBooks Online. Customer authorizes TIE to access, use, and exchange the information permitted by Customer and the integration to provide the requested feature. Customer remains responsible for maintaining appropriate authority for connected accounts and for reviewing consequential actions before approval. Third-party services are governed by their own terms and policies. TIE is not responsible for a third-party service's availability, accuracy, or data handling, or for changes to its features or interfaces, and TIE may modify or discontinue an integration if the provider changes or restricts access. When Customer disconnects an integration, TIE will stop accessing it, revoke or delete the stored access credentials, and treat previously synced data as Customer Data under these Terms. TIE writes to a connected system only as Customer directs or approves.

Where an application offers AI-assisted features, outputs may be incomplete or inaccurate. Customer is responsible for reviewing outputs before relying on them and for making business decisions based on them. AI features may send the Customer Data needed for a task to third-party AI providers that process it on TIE's behalf. TIE uses AI providers under terms that do not permit them to train their models on that data.

8. Fees, renewal, cancellation, and suspension

Customer will pay the fees shown at checkout or in an applicable order form, through TIE's payment processor. Fees are based on the plan, applications, and number of named users. Adding users or applications is charged for the remainder of the current billing period. Removing a user ends that user's access immediately and reduces fees from the next renewal, with no refund or credit for the current period. Unless otherwise stated, subscriptions renew automatically for successive periods equal to the initial subscription period until Customer cancels in its account billing settings before the next renewal. Cancellation takes effect at the end of the current billing period. Fees are non-refundable except where required by law, as stated in Sections 10 and 11, or as expressly stated in writing. TIE may change fees for future renewal periods by giving at least 30 days' notice. Customer is responsible for applicable taxes other than taxes based on TIE's net income.

TIE may suspend or limit access if payment is overdue, the subscription ends, use materially exceeds plan limits and Customer does not upgrade or reduce usage after notice, or TIE reasonably believes the service is being misused in violation of Section 4 or its security is at risk. TIE will use reasonable efforts to provide notice before suspending, except where immediate action is needed to address a security risk, a legal requirement, or harm to the service or others. TIE will limit a suspension to what is reasonably necessary and restore access promptly once the cause is resolved.

9. Confidentiality

Each party may receive non-public information from the other that a reasonable person would understand to be confidential. Customer Data is Customer's confidential information. The receiving party will use that information only to perform under these Terms, protect it using at least reasonable care, and disclose it only to personnel and providers with a need to know and confidentiality obligations. This does not apply to information that is public through no breach, independently developed, rightfully received without restriction, or required to be disclosed by law, subject to notice where legally permitted. These obligations continue for one year after the subscription ends, and for trade secrets and Customer Data for as long as they remain protected.

10. Termination and customer data

Either party may terminate a subscription effective at the end of its current term by canceling or giving notice before renewal. Either party may terminate for a material breach that is not cured within 30 days after written notice. TIE may suspend or terminate immediately for illegal use, a security threat, a material violation of Section 4, or infringement of another party's rights. If TIE terminates a subscription for any reason other than Customer's breach, TIE will refund prepaid fees for the unused portion of the term. On termination, the license ends and Customer must stop using the service.

During an active subscription and for 30 days after it ends, Customer may export Customer Data where the application provides export tools, or request an export where reasonably practicable. After that 30-day period, TIE will delete Customer Data from active systems within 30 days and from backups as they expire in the ordinary course within 90 days, subject to legal, security, accounting, and dispute-preservation requirements. Any Customer Data TIE retains remains subject to Section 9. Customer should export needed data before the export period ends.

Sections 2 (ownership and restrictions), 5, 9, 10, 11, 12, 13, and 14, and any unpaid payment obligations, survive termination.

11. Warranty, disclaimers, and limits

TIE warrants that, during the subscription term, the paid service will perform materially as described in its documentation. If it does not, and Customer notifies TIE, TIE will use reasonable efforts to correct the nonconformity. If TIE cannot do so within a reasonable time, either party may terminate the affected subscription and TIE will refund prepaid fees for the unused portion. This is Customer's exclusive remedy for breach of this warranty.

EXCEPT AS STATED ABOVE, THE SERVICE IS PROVIDED AS IS AND AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, TIE DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. TIE DOES NOT PROVIDE LEGAL, TAX, ACCOUNTING, PAYROLL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. OUTPUTS, INCLUDING AI-ASSISTED OUTPUTS, CALCULATIONS, AND DATA SYNCED FROM THIRD-PARTY SERVICES, MUST BE REVIEWED BY CUSTOMER BEFORE USE. CUSTOMER IS RESPONSIBLE FOR ITS BUSINESS DECISIONS, RECORDS, AND REGULATORY OBLIGATIONS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES. EACH PARTY'S TOTAL LIABILITY ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS CUSTOMER PAID TO TIE FOR THE RELEVANT SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to (a) Customer's obligation to pay fees, (b) a party's indemnification obligations under Section 12, (c) Customer's breach of Section 2 or Section 4, or (d) liability that cannot be limited by law.

12. Indemnification

By Customer. Customer will defend TIE against third-party claims arising from Customer Data, Customer's use of the service in violation of these Terms or law, or Customer's connected third-party accounts, and will pay the resulting damages, costs, and settlements awarded or agreed.

By TIE. TIE will defend Customer against third-party claims alleging that the service, as provided by TIE and used in accordance with these Terms, infringes a United States patent, copyright, or trademark or misappropriates a trade secret, and will pay the resulting damages, costs, and settlements awarded or agreed. TIE has no obligation for claims arising from Customer Data, Outputs, third-party services, modifications not made by TIE, or combinations with items TIE did not provide. If the service is or may become subject to such a claim, TIE may modify it, obtain a license, or terminate the affected subscription and refund prepaid fees for the unused portion.

Process. The party seeking defense must give prompt written notice, reasonable cooperation, and sole control of the defense and settlement to the defending party, except that no settlement may impose an obligation or admission on the defended party without its consent.

13. Governing law and disputes

These Terms are governed by the laws of the State of Kansas, without regard to conflict-of-laws rules. The state and federal courts located in Sedgwick County, Kansas have exclusive jurisdiction, and each party consents to them, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Before filing a claim, the parties will try in good faith to resolve the dispute informally for 30 days after written notice. Each party waives any right to a jury trial and to bring claims as a class or representative action.

14. General

Customer may not assign these Terms without TIE's written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets. TIE may assign these Terms, with notice to Customer, in connection with a merger, acquisition, reorganization, or sale of all or substantially all of the assets or business to which these Terms relate. TIE may use subcontractors to provide the service while remaining responsible for its obligations. If a provision is unenforceable, the remaining provisions remain in effect. A waiver must be in writing. These Terms and any applicable order form are the complete agreement about the service and replace prior discussions on that subject.

Notices. TIE may give notices by email to the account's administrative contact or in the service. Customer must send legal notices to [email protected].

Other terms. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors, and these Terms create no third-party beneficiaries. Customer will comply with applicable export-control and sanctions laws and will not use the service in or for a sanctioned country or person. Customer agrees to receive agreements, notices, and other communications electronically. TIE may identify Customer by name and logo as a customer unless Customer opts out by emailing TIE.

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