Ideals Board Terms of Service

These Ideals Board Terms of Services (“Terms of Services”) are entered into as of the date set forth in the Ideals Board Delivery Order (“Order”), executed by and between the Client and the respective Ideals legal entity indicated in the Order (“Ideals”). The Client and Ideals are separately referred to as a Party, and together, are referred to as the Parties.  The Client, being an enterprise, professional, or institutional customer, represents and warrants that it has the authority to enter into and comply with the Agreement. The Services and the Ideals Board are offered only for business or professional usage, shall be used solely for the purposes of the Client’s business activities, and no consumer use shall be permitted under any circumstances. The Client shall ensure that the Services and the Ideals Board are used exclusively in accordance with these limitations.

1. Definitions

For the purposes of these Terms of Services, the following capitalized terms have the meanings set forth below:

“Administrator” means a User assigned an “Administrator” role on the Ideals Board, with  full administrative permissions to manage all users, meetings, and materials.

“Agreement” means collectively, these Terms of Services and the Order, which together form the entire agreement between the Parties.

“Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

“AI Features” means features powered by artificial intelligence.

“Authorised Persons” means Users, Affiliates, employees, contractors, or subcontractors of either Party.

“Client” means the enterprise, professional, or institutional customer that enters into the Order and is receiving the Services.

“Client Data” means any information, data, content, or materials that are provided, uploaded, or submitted by the Client or its Users to Ideals Board.

“Effective Date” means the date on which the Order becomes effective, as set forth in the Order.

“Export Control Laws” means all applicable export and re-export control laws and regulations, including, without limitation, the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State, and comparable laws or regulations of the European Union and any other jurisdiction in which the Services are provided.

“Ideals Board” means the Ideals Board software platform developed and operated by Ideals, including its web and mobile applications, currently accessible at https://www.idealsboard.com.

“Initial Subscription Term” means the initial period of subscription for the Services as specified in the Order.

“Order” means the Ideals Board Delivery Order (or similar ordering document) executed by the Client and Ideals, which details the subscription plan, term, fees, and other specifics of the Services.

“Sanctions” means any economic or financial sanctions, import or export control regimes, or trade embargoes implemented, administered, or enforced by the United  Nations Security Council, the United States of America, the United Kingdom, the  European Union (EU) or its member states, the Swiss Confederation, or any other applicable jurisdiction.

“Secretary” means a User assigned a “Secretary” role on the Ideals Board, with group-level administrative permissions to manage users, meetings, and materials within a specified group.

“Services” means the Ideals Board services provided by Ideals, including access to the Ideals Board platform and associated functionalities and support services.

“Subscription Term” means the Initial Subscription Term and any subsequent renewal term of the subscription for Services.

“Support Access” means a support feature whereby the Client may explicitly grant Ideals’ authorized personnel limited access to Client Data for the purpose of technical support and ensuring business continuity. By default, this access is disabled and can be enabled or revoked by the Client.

“User” means any individual (such as an employee or contractor of the Client) who is authorized by the Client to access and use the Ideals Board Services under the Client’s subscription. 

2. Services

2.1. Services are provided in accordance with the Terms of Services and the respective Order that constitute the entire Agreement between Ideals and the Client and supersede and replace any prior or contemporaneous understandings and agreements regarding the subject matter hereof.

2.2. Ideals may provide updates, modifications, or enhancements to the Services as they become available during the term of the Agreement.

2.3. Ideals shall use commercially reasonable efforts to respond to any support issue reported by the Client within a reasonable period of time. The support services provided by Ideals do not include any support for issues arising from:

• the use of Services  in a manner not authorized by the Agreement;
• use of Services  in conjunction with any hardware or software not supported by Ideals;
• any defect in or failure of the Client’s hardware or software, or any other equipment or system used in connection with Services;
• use of the Services  by anyone other than the Client or its authorized Users;
• Force Majeure events beyond Ideals’ reasonable control.

2.4. In connection with the changes in the Services offered, Ideals has the right to change the scope and cost of the Services or discontinue the Services upon expiration of the Subscription Term. In case of any material change or discontinuation that may adversely affect the Client’s use of the Service, Ideals will contact the Client at least 30 days in advance with a proposal to sign or accept an amendment agreement to the Order to reflect the new terms and conditions of the Services provision. 

3. Setup

3.1. The Client may configure and use the Services within the functionality made available by Ideals at the time of use.

3.2. As of the date specified in the Order, Ideals shall provide the Client with access to the Services for the duration of the Subscription term indicated in the Order.

3.3. The Client is permitted to provide access to the Services to any User for the purpose of using the Services. All Users are required to adhere to the Ideals Board Terms of Use before using the Services. 

3.4. Ideals shall not be held liable for any actions taken by Users. The Users shall be responsible for any actions or activities that occur under their own account, regardless of whether they were authorized or not, and shall immediately notify Ideals of any unauthorized use of their accounts.

4. Usage

4.1. The Client and its Users shall:

4.1.1. have to provide valid credentials and to maintain the security of their login information. Users must not share their login information with unauthorized third parties;

4.1.2. not attempt to access, probe, or scan any system or network that hosts Ideals Board, nor attempt to bypass any security or authentication measures put in place by Ideals. Any security assessments must be expressly permitted by Ideals;

4.1.3. not use Services to violate any laws or regulations, or engage in any activity that is harmful, illegal, or unethical. Any use of Services for illegal or unethical purposes is strictly prohibited;

4.1.4. not upload and distribute by means of Services any files, which content violates the applicable laws and regulation or rights of any third party;

4.1.5. use the Services in accordance with documented usage parameters. Ideals continuously monitors and optimizes system performance to ensure resilience; however, Client is requested to avoid usage patterns that could unintentionally place excessive load on system infrastructure.

4.1.6. immediately report any security incidents or suspected incidents to the provider and cooperate with any investigations into security incidents and provide all necessary information to resolve any issues;

4.1.7. not copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Ideals Board in any form or media or by any means,  except as expressly permitted in this Agreement;

4.1.8. not license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit  Ideals Board, or otherwise make Ideals Board available to any third parties other than the Users;

4.1.9. not attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Ideals Board;

4.1.10. not access all or any part of Ideals Board in order to build a product or service which competes with Services.

5. Client Data

5.1. Ideals will implement commercially reasonable safeguards to preserve data integrity and protect it from unauthorised access or modification. The Client is solely responsible for any Client Data that it or its Users provide, upload, or submit to Ideals Board, and for any consequences that may arise from sharing or publishing such content with others. Ideals cannot be held responsible for the results of sharing or posting any personal or other information on Ideals Board. 

5.2. Client hereby grants Ideals the limited rights necessary to access (as set forth in clause 5.4), process, store, transmit, and use Client Data solely for the purpose of delivering the Services to the Client and its Users, and fulfilling Ideals’ obligations and exercising its rights under the Agreement. These rights include engaging subcontractors or sub-processors, if necessary, provided such parties are bound by confidentiality and data protection obligations consistent with these Terms of Services. 

5.3. The Client and Users shall be responsible for ensuring the confidentiality of their respective User credentials. In no event, besides willful misconduct, Ideals shall be liable for a breach of confidentiality provisions to the extent such breach is a result of the Client or a User failing to maintain the confidentiality of its User credentials or otherwise failing to fulfil its security and confidentiality obligations.

5.4. By default, Ideals does not access Client Data. Authorized Ideals’ personnel may access Client Data solely for the purpose of ensuring business continuity when Support  Access is explicitly granted by the Client. The Support Access can be granted by the Client and revoked at any time through the user management settings in Ideals Board.

5.5. The Client Data will be stored until the Agreement expires or is terminated. Upon expiration or termination, Ideals will retain the Client Data and records for a period of thirty (30) days following the expiration or termination of the Agreement, in accordance with the previous data retention policy. During this retention period, the Client may request access to the Client Data and records.
Following the retention period, Ideals shall securely delete all of the Client Data and records in a manner that ensures data confidentiality and compliance with applicable data protection laws. The Client acknowledges that any Client Data not retrieved within the retention period may be permanently deleted and unrecoverable.

5.6. To support ongoing improvements to its products and services (e.g., to enhance search capabilities or personalize customer support responses), Ideals may, on occasion, use anonymized, vectorized, and unidentifiable Client Data. This information is processed securely within Ideals’ controlled environment using various techniques (e.g., heuristic analysis or artificial intelligence processing), and each feature is subject to benchmarking within a controlled testing environment prior to its deployment in real-world applications. Such processing is conducted exclusively within Ideals’ infrastructure and is never used to identify or attempt to identify any individual user, client, company, or other entity.

The Client, as well as Administrators and Secretaries, who have respective permissions, maintain full control over feature-related settings and can disable AI Features at any time directly within the platform. When AI Features are utilized by Users, the AI-generated responses are strictly confined to the scope of each User’s access rights, thereby ensuring that no data is shared, disclosed, or otherwise made accessible across different client environments.

Ideals never uses Client Data to train, fine-tune, or otherwise improve any AI models. Client Data remains confidential, fully isolated, and under the Client’s complete control at all times.

The results produced by AI Features may at times be incomplete or inaccurate. While Ideals continuously strives to improve the quality of these outputs, no guarantee is made as to their accuracy, completeness, or suitability for the Client’s specific requirements. Any reliance on AI-generated content is at the sole discretion of the Users and the Client.

5.7. Ideals engages certain trusted subprocessors for the purpose of providing secure data hosting and security services and to support certain features within Ideals Board. These subprocessors may process Client Data strictly in accordance with the terms of the Agreement and any applicable Order. Ideals ensures that all subprocessors are bound by data protection obligations that are at least as protective as those imposed on Ideals under this Agreement.

6. Confidentiality

6.1. Confidential Information means any and all information disclosed by or at the direction of either Party to the other in connection with the provision or use of the Services under the Agreement, irrespective of whether such information was marked or designated as confidential at the time of disclosure. This includes all information that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure.

6.2. Confidential information shall not include any materials or information that the receiving Party shows:

a) was known to it prior to the information’s disclosure in connection with the provision or use of the Services;

b) is or becomes generally available to the public through no act or default on the part of the receiving Party, its employees and subcontractors;

c) was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;

d) was independently developed by the receiving Party, without the use of any Confidential Information; or

e) is required to be disclosed pursuant to, or by, any applicable laws, rules, regulations, court order or other legal process, provided that the receiving Party shall, when legally permitted, promptly upon being informed that such disclosure is required, give written notice of such disclosure to the disclosing Party.

6.3. Both Parties shall use reasonable measures to protect the Confidential Information of the other Party. Neither Party will at any time without the prior written consent of the other Party publish, disseminate, duplicate, or use, directly or indirectly, Confidential Information of the other Party for any purposes other than to fulfill its obligations under the Agreement. Neither Party will disclose, in whole or in part, the other Party’s Confidential Information to any person, except to the Authorised Persons. Each Party will ensure that Authorised Persons are under obligations of confidentiality which are no less onerous than those contained in this Agreement, including, but not limited to, the use of the Confidential Information for the provision of Services only.

6.4. Parties shall maintain the confidentiality of Confidential Information throughout the term of the Agreement and for a period of three (3) years following its termination, unless a longer retention period is required by law or explicitly agreed upon in writing.

7. Disclaimers and Warranties 

7.1. Ideals utilizes machine learning models in the provision of certain functionalities of the Services. Ideals does not guarantee that the results generated with machine learning models will be free from inaccuracies or errors, and Ideals shall not be liable for any damages, losses, or expenses arising from reliance on the results generated with machine learning models. The Client assumes full responsibility for verifying the accuracy and appropriateness of any information or results provided through the Ideals functionality provided by Ideals Board’s AI features.

7.2. Ideals represents and warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under the Agreement.

7.3. Ideals shall use all reasonable efforts consistent with prevailing industry standards to maintain Services in a manner that minimizes errors and interruptions. The Client acknowledges that the Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or due to other causes beyond Ideals’ reasonable control. Ideals will use reasonable efforts to provide advance notice to the Client (e.g., via email) of any scheduled service disruption.  

7.4. The undertaking in section 7.3. shall not apply to any non-conformance of the Services if such non-conformance is caused by the Client’s or a User’s use of Ideals Board contrary to Ideals’ instructions, or by any unauthorized modification or alteration of Ideals Board by any party other than Ideals or Ideals’ duly authorized representatives. 

If the Services do not conform with the foregoing undertaking, Ideals will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out herein.

7.5. Except for the express warranties set forth above, and to the maximum extent permitted by law, Services and Ideals Board are provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory, and Ideals hereby expressly disclaims any and all implied warranties, including, but not limited to, those of merchantability, fitness for a particular purpose. The Client expressly acknowledges that Services and Ideals Board may contain technical inaccuracies or typographical errors.

8. Client’s Representations and warranties

8.1. The Client shall represent and warrant that:

8.1.1. the Client has all necessary rights, permissions, and consents in and to the data that it provides to Ideals and/or uploads to the Ideals Board;

8.1.2. the execution and performance of the Agreement by the Client does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority nor infringe upon the rights of any third party in any respect. The Client shall at all times comply with all applicable laws and regulations in connection with its activities under this Agreement;

8.1.3. neither the Client, nor any of its Affiliates, shareholders, directors, officers, employees, representatives, and Users, is a person, or is owned or controlled by a person that is (i) located in any jurisdiction in which the provision of the Services or other components is prohibited under any applicable laws or regulations, including, without limitation, a country or territory that is subject to comprehensive trade sanctions including but not limited toRussia, Belarus, Cuba, Iran, North Korea, Syria or parts of Ukraine temporary occupied by Russia (the list of countries or territories in this clause shall be deemed automatically updated in line with applicable Sanctions); (ii) the subject of any Sanctions or otherwise designated on any list of prohibited or restricted parties under applicable laws, (iii) engaged in any activities that could trigger a designation under Sanctions, or (iv) employs, uses, procures or subcontracts any workers or labour located in or performed from countries that are currently under the Sanctions;

8.1.4. it will not permit any user to access, use, upload, or transfer any data in the Data Room in violation of any applicable Export Control Laws, including any embargo, prohibition, or restriction on exports;

8.1.5. no Client Data created or submitted by the Client or users is subject to any restriction on disclosure, transfer, download, export, or re-export under the applicable Export Control Laws; and

8.1.6. it shall be solely responsible for obtaining any required licenses or approvals necessary to transfer Client Data in connection with its use of the Services;

8.1.7. the Client’s networks, systems, and equipment used to access the Services meet any minimum requirements provided by Ideals from time to time;

8.1.8. it will not use the Services in any manner that is not reasonably anticipated or permitted by the Agreement or guides;

8.1.9. it will not upload and distribute by means of the Ideals Board any files, which content violates the applicable laws and regulation or rights of any third person or has malware.

8.2. The Client acknowledges and agrees to abide by the Agreement and shall be responsible for ensuring that all of its Users are made aware and comply with the terms and conditions of the Agreement, take all necessary measures to ensure that its Users are aware of and comply with the Agreement and Terms of Use, and shall be responsible for any User’s breach of the Agreement and Terms of Use.

9. Payments

9.1. The Client shall pay Ideals the fees according to the terms and conditions set forth in the Order.

9.2. Payments for fees can be made by payment card of international card organizations or by wire transfer.

9.3. By choosing a payment card as a payment method in the Order, the Client hereby authorizes Ideals to charge its account as per the invoicing schedule. The Client may revoke its authorization to Ideals’ auto-charging its account by sending an email at billing@Idealscorp.com.

9.4. Check payments are not accepted. All payments must be made through electronic payment methods accepted by Ideals, as described in this section.

9.5. The Client may add, remove, or replace Users within the number of Ideals Board Users specified in the Order without incurring additional fees. The Client may increase the number of Ideals Board Users at any time. The fee for each additional User will be calculated on a pro-rated basis, reflecting the portion of the Agreement term remaining at the time the additional Users are added. This pro-rated fee will be determined by dividing the applicable annual fee (excluding any discounts) into equal monthly amounts and multiplying that amount by the number of full or partial months remaining in the Agreement term, rounded up to the nearest month. For the purposes of calculating compliance with the agreed-upon limits, the total number of Users will be determined based on the combined number of “Active” and “Pending” Users in the Client’s account. Ideals will monitor and check the User count on a monthly basis to ensure compliance with the agreed-upon limits. Any increase in the number of Users during a month will be prorated based on the total term of the Agreement and invoiced at the end of that month. Decreasing the number of Ideals Board Users shall not be a ground for a refund. Upgrading the number of Ideals Board Users shall not extend or shorten the original term of the Agreement.

9.6. Ideals will continue to invoice or charge the Client for the use of the Services until the expiration of the subscription or termination of the Agreement.

9.7. All bank commissions, fees, charges, and similar transaction costs related to payment of the fees shall be paid by the Client.

9.8. All fees mentioned in the Agreement do not include all applicable taxes (including, but not limited to, withholding tax, VAT, sales tax) unless otherwise specified in the Agreement. The Client shall be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity on the Fees paid to Ideals in the country of its residency.

If applicable law requires the Client to withhold amounts on payments owed to Ideals pursuant to the Agreement, the Client shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, (ii) provide the official document from the tax authorities in the form established by the local tax laws, and the bank statements confirming the withholding of taxes, and (iii) ensure that, after such deduction or withholding, Ideals receives and retains, free from liability for such deduction or withholding, a net amount of Fees as indicated in the Agreement.

Upon the Client’s request made in advance, Ideals should provide a tax residency certificate. The Client should provide Ideals a reasonable time for the receipt of such a certificate.

9.9. Ideals may charge interest on overdue payments (whether before or after any court judgment) in the amount of 0,1% of the overdue amount for each day of delay, starting after 10 days from the moment such delay occurred.

If Ideals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the Ideals side as indicated in the Order, then the interest charged on overdue payment cannot exceed, for entrepreneurs (in the meaning of section 14 of the German Commercial Code) up to a maximum default interest of 8 percentage points above the basic interest rate. The right to claim higher compensation for losses arising from overdue payments is hereby reserved.

9.10. If the Client still has overdue payments, Ideals shall have the right to refer the Client’s debt to a debt collection agency.

9.11. The person responsible for making payments for the services specified in the Order is authorized to receive all invoices and communication related to invoicing that will be sent by Ideals to the Client. Any invoice, communication or notice sent to the contact person shall be deemed as received by the Client. The Client shall promptly update Ideals on any change of the above details by sending a written notice to billing@Idealscorp.com.

9.12. All the fees are non-cancellable and non-refundable.

9.13. Ideals reserves the right to increase the fees for providing Services automatically and unilaterally in the amount of the inflation rate at the end of the Subscription Term, notifying the Client of such increase in advance by (30) days prior written notice to the person responsible for making payments.

10. Ownership

10.1. Ideals owns and shall retain all right, title, and interest in and to Ideals Board, all technical and operational components thereof, including without limitation all related applications, user interface designs, processes, methods, know-how and other work tools, software and source code, and any and all future enhancements or modifications thereto, and all intellectual property rights therein. The Client does not acquire any rights in Ideals Board or the Services except for the limited use rights expressly granted in this Agreement.

10.2. Nothing in this Agreement shall be construed as granting the Client or any User any license or other rights to use any of Ideals’ trademarks, service marks, logos, or other intellectual property, except as necessary for use of the Services in accordance with this Agreement. Ideals reserves all rights not expressly granted.

10.3. Neither Client nor the Users shall attempt to reverse compile, reverse engineer or disassemble, duplicate, modify, distribute, adapt, copy, frame, mirror, republish, download, translate, or otherwise commercially exploit any element of Ideals Board, modify or make derivative works based on any part of Ideals Board or use Ideals Board in any manner incompatible with the terms and conditions of the Agreement or to build a competing product or service. The Client and Users shall not remove or obscure any proprietary notices on any component of the Services.

11. Indemnification

11.1. Ideals shall indemnify, defend and hold harmless the Client, its directors, officers, employees and shareholders from and against any and all third-party claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to any claim that Ideals Board infringes any intellectual property right of a third party. Ideals will not be liable for any infringement claim to the extent it arises from (a) modifications to Ideals Board made by or on behalf of the Client or any User, or (b) use of Ideals Board in combination with any non-Ideals products or services where the infringement would not have occurred but for such combination. Ideals indemnification obligations are subject to limitations stipulated in section 12 of the Agreement.

11.2. The Client shall indemnify, defend and hold harmless Ideals, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to (i) any material breach by the Client of the Agreement, including without limitation any breach of its representations, or (ii) use of the Services or Client Data that violates or infringes the intellectual property rights, privacy rights, or other rights of any third party, or that violates any law, regulation, rules or ordinances.

11.3. The indemnified Party shall notify in writing the other Party promptly, but in any event no later than within 30 days of becoming aware of any such action, claim or proceeding and shall cooperate fully with the indemnifying Party in the defence of any such claim. The indemnifying Party shall have sole control of the defence of any such action and all negotiations for its settlement or compromise, provided that such settlement or compromise shall not interfere with Ideals’ provision of the Services. The indemnified Party shall make no admission of liability or settle any claim without the prior written agreement of the indemnifying Party.

12. Limitation of liability

12.1. Ideals shall not be liable with respect to any damages, losses, or expenses where the same are caused by the acts or omissions of the Client, including any failure to observe Ideals’ rules or directions regarding the use of Services or any other failure to comply with its obligations under this Agreement.

12.2. The Client will either retain a complete set of documents delivered to Ideals or hold Ideals harmless for any loss or damage incurred to documents during shipment, storage, or use, unless such loss or damage occurred as a result of Ideals’ negligence or willful misconduct.

12.3. While Ideals shall use all reasonable efforts to ensure that Services are available at all times, the Parties acknowledge that given the nature of the Internet and the technology involved Ideals is not responsible for any delays, failures, disruptions, or malfunctions in the Services resulting from factors beyond its reasonable control, including inherent limitations of communications networks and the internet, issues with the Client’s systems, or the acts or omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser developers etc.).

12.4. Ideals shall not be liable to the Client and/or to any third parties for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special, punitive or exemplary damages arising of or related to the use of Services or third party software integrated with Ideals Board, even if Ideals has been advised of the possibility of such damages and in no event will the entire liability of Ideals under this Agreement exceed, in the aggregate, the total amount of fees paid or becoming due under the Agreement in the 12 month period immediately preceding the event giving rise to such liability.

12.5. These limitations apply regardless of the basis on which Ideals’ liability arises, whether in contract, tort (including negligence), strict liability, in equity, under law, or any other legal theory, and regardless of the failure of any agreed or other remedy of its essential purpose.

12.6. No action, regardless of form, arising out of or related to the Agreement may be brought by the Client more than 12 months after the cause of action first arose.

12.7. If Ideals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the Ideals side as indicated in the Order, then the limitation of liability terms below will be applicable:

1. The liability of Ideals to the Client shall be unlimited only in the case of intentional and grossly negligent breaches of obligations by Ideals, its legal representatives and its agents, in case of fraudulent concealment of defects as well as for injuries to life, body or health, in case of warranty or in case of legally mandatory liability cases.
2. Ideals shall only be liable for slight negligence if an obligation is violated, the fulfillment of which is essential to the proper performance of the Agreement as a whole and on the observance of which the Client may regularly rely (cardinal obligation) and shall be limited to the compensation for the foreseeable and typical damage.
3. In addition, the entire liability of Ideals with respect to slight negligence shall be limited, in the aggregate, to the total amount of EUR 25,000.
4. Ideals shall not be liable to the Client and/or to any third parties for any indirect/immediate, or consequential damages (including loss of profits), even if Ideals has been advised of the possibility of such damages arising from the use of Services or third-party software integrated with Ideals Board. This exclusion does not apply in the event of willful misconduct, gross negligence, or culpable injury to life, body, or health.
5. Ideals shall not be liable in respect for any damages, losses, or expenses where the same are caused by the acts or omissions of the Client or Users, including any failure by the same to observe Ideals’ rules or directions as to the use of Services or any other failure to observe their obligations under this Agreement.
6. The Client shall either retain a complete set of documents delivered to Ideals or release Ideals from liability for any loss or damage incurred to Client Data during shipment, storage or use, unless such loss or damage occurred as a result of Ideals’ negligence or willful misconduct. Ideals shall not be liable for loss of data to the extent such loss could have been avoided by appropriate data backup procedures by the Client.
7. While Ideals shall use all reasonable endeavours to ensure that Services are available for use by Users at all times, the parties acknowledge that given the nature of the Internet and the technology involved Ideals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser developers etc.).
8. The Client’s claims, irrespective of the legal grounds, arising from or in connection with the Agreement may only be asserted within 12 months after the first occurrence of the cause of action and knowledge or dutiful ignorance thereof. This shall not apply to claims based on willfulness or intentional injury to life, body, or health.

13. Term, Renewal and Termination

13.1. The Agreement shall come into effect on the Effective Date as mentioned in the Order and continue in effect until terminated or expired in accordance with the Order or this section.

13.2. Unless otherwise specified in the Order, the Agreement will automatically renew for successive renewal terms of 12 months each upon the expiration of the Initial Subscription Term or then-current renewal term, for the same number of user limit that the Client has at the end of the current Term, unless the Client provides notice of non-renewal at least thirty (30)  prior to the end of the then-current term. Upon each renewal, the Client should pay Ideals the applicable fees.

13.3. The Agreement may be terminated:

13.3.1. by either Party upon a 30-days written notice for any or no reason. In case the Agreement termination is initiated by the Client, any paid fees are non-refundable to the Client. Such notice should be sent to the dedicated Customer Manager of the Client. In case the Agreement termination is initiated by Ideals under this clause 13.3.1, the pro-rated subscription Fee will be refunded to the Client;

13.3.2. by Ideals, upon written notice with immediate effect if the Client breaches its warranties, or representations or any other material obligation under the Agreement and fails to remedy such breach within 15 days;

13.3.3. by Ideals in case the Client refuses to sign or accept the Amendment Agreement in accordance with section 2.5. of Ideals Board Terms of Services;

13.3.4. by either Party, upon 3 business days’ written notice if the other Party becomes insolvent or is the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter;

13.3.5. in compliance with a court decision – on the day the decision will become final, unless otherwise provided for by such decision;

13.3.6. by Ideals with immediate effect and written notice sent to the Client, in case Ideals reasonably believes that the Services are being used by the Client in violation of applicable laws.

13.4. Upon termination or expiration of the Agreement, Ideals shall terminate access of the Client and its Users to Ideals Board and delete all the Client Data from its hosting system according to the term defined in clause 5.5. All rights and obligations pursuant to sections 6 “Confidentiality, “10 “Ownership”, 11 “Indemnification”, 12 “Limitation of Liability”, 14 “Miscellaneous” of these Terms of Services will survive expiration or termination of the Agreement.

13.5. Ideals may suspend Client’s access to the Services on the following grounds: 

• if there are overdue payments outstanding for more than 15 days;
• the Client’s usage of the Services is unauthorized, fraudulent, or illegal;
• the Client exposes Ideals, other clients, or others to risks unacceptable to Ideals; or 
• the Client was detected to have an unusual usage of Services or unusual account activity.

Ideals will use reasonable endeavors to give the Client reasonable advance notice of any ground for suspension so that the Client can plan around it or address the issue that has prompted Ideals to take such action. The Client shall reply to the Ideals notice and take any actions to resolve the issue within 7 days. 

Ideals will use diligent efforts to attempt to limit, where commercially feasible, the suspension to the Client and users and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved.

If Ideals reasonably suspects that the Client has used Services for an unauthorized, fraudulent, or illegal purpose, the Client gives Ideals express authorization to share information about it, and any of its actions with law enforcement.

14. Miscellaneous

14.1. Entire Agreement. The Agreement together with any amendments, will constitute the entire agreement between the Client and Ideals concerning the Service and supersedes and replaces any prior or contemporaneous understandings and agreements regarding the subject matter hereof.

14.2. Negotiations. Before initiating any legal action or proceeding, each Party shall use its best efforts to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement through good faith negotiations.

14.3. Applicable law and disputes. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the provisions below, depending on the legal Entity on the vendor’s side which is specified in the Order:

Entity	Applicable Law	Disputes resolution provision
Ideals Solutions Operations Limited (company number: C 87600)	England and Wales	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Solutions Group Limited (company number: 8910705)	England and Wales	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Dealigence Inc. dba Ideals Solutions Group (company number: 07472871)	Commonwealth of Virginia	Any disputes arising out of or in relation to the performance of the Agreement which cannot be resolved amicably will be settled exclusively by arbitration in Virginia courts.
Ideals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81)	Brazil	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by a competent court of Brazil in compliance with laws of Brazil.
IDeals Solutions Limited (company number: 2296064)	Hong Kong	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
IDeals Business Technology Solutions (Shanghai) Co., Ltd. (company number: LJZ201801417)	People’s Republic of China	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Shanghai International Arbitration Centre under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Solutions Germany GmbH (company number: HRB 266802)	Germany	All disputes arising out or in connection with the Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Munich.
Ideals Solutions APAC PTY LTD (company number: 622526827)	Australia	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Australian Center for International Commercial Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Solutions Spain, S.L. (company number: B10757029)	Spain	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Barcelona Arbitration Court under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Group GmbH (company number: CHE-207.437.296)	Switzerland	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be submitted to the jurisdiction of the competent courts and tribunals in Switzerland.
EthosData India Pvt Ltd (company number:  U72900DL2018FTC333706)	India	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Indian Dispute Resolution Centre under the IDRC Domestic Arbitration Rules in force when the Notice of Arbitration is submitted.

14.4. Reimbursement for Dispute Costs and Expenses. In the event a dispute arises under the Agreement, the prevailing Party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.

14.5. Force majeure. Neither Party shall be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its respective obligations in relation to the Agreement, if the delay or failure was due to any cause beyond its reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes (whether involving employees of either Party).

14.6. Assignment. Neither Party to the Agreement may assign or delegate any part of the Agreement without prior notice to and the express written consent of the other Party provided, however, that Ideals shall have the right to assign any part of the Agreement to either of its Affiliate(s) without prior notice or consent of the Client.

14.7. Modification of Agreement. Subject to the limitations of applicable law, Ideals may at any time change or remove any of the terms and conditions of, or add new terms or conditions to these Terms and Conditions of Services. Ideals may do this in response to legal, business, competitive environment, changing the functionality of Services or other reasons not listed here. Ideals will post the most recent version of the Terms and Conditions of Services on Ideals’ website and make them available via the link:  https://idealsboard.com/Ideals-board-terms-of-service/ . The Client is responsible for checking these Terms and Conditions of Services from time to time to take notice of any changes Ideals makes, as they are binding on the Client. Some of the provisions contained in these Terms and Conditions of Services may also be superseded by provisions or notices published elsewhere on Ideals’ website.

14.8. Severability. If any one of the stipulations of the Agreement were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from the Agreement, without however leading to the nullity of the Agreement or altering the validity of its other provisions.

14.9. Listing and communication. The Client authorises Ideals to mention the Client as a client; to use its trade name, trademarks, service marks or images (graphic symbol/logo); to publish customer feedback of its representatives on Ideals’ products and services in Ideals’ marketing, promotional or advertising materials and on Ideals’ website.

14.10. Audit Rights. The Client reserves the right to conduct compliance audits of Ideals to ensure their compliance with the terms and conditions of the Agreement and applicable international standards concerning labor, environmental, health and safety, and other related standards. The audit shall be conducted no more frequently than once per calendar year, and the Client shall provide Ideals with a minimum of 30 days’ written notice prior to the commencement of the audit. Ideals agrees to permit, and use best efforts to facilitate with respect to an audit upon written notice (including, without limitation, via facsimile or email) of at least 30 days to, during regular business hours, access and conduct an inspection of the books, records and documentation of Ideals and any and all systems of Ideals. The scope of the audit may include, but is not limited to, inspecting, reviewing, ensuring or verifying (i) the quality and accuracy of the Services being performed hereunder and (ii) compliance with the Agreement. The audit shall be conducted in a manner that does not unduly disrupt or interfere with the normal course of business operations of Ideals. All expenses and costs associated with the audit, including but not limited to Ideals employees’ and consultants’ hourly fees, auditor fees, travel, and accommodation expenses, shall be borne by the Client.

14.11. Data protection. The Parties agree to comply with the applicable data protection laws and to enter into the necessary data processing agreements. The Client must ensure the lawful processing of any data made available in Ideals Board. In this context, the Client acknowledges that it is the sole responsible party for the lawful processing of any data processed in Ideals Board.

If the Client operates in a jurisdiction with specific privacy or data protection laws, the Client shall bear sole responsibility for ensuring that all processing activities undertaken within the Ideals Board in connection with this Agreement are in full compliance with applicable local laws, including all relevant data export and import regulations. When selecting the processing location, the Client shall ensure adherence to the legal requirements of each jurisdiction in which the data is processed.

As Ideals does not, by default, have access to the data processed in the Ideals Board nor knowledge of the types of data being processed, the Client assumes exclusive responsibility for identifying and meeting all regulatory requirements applicable to data transfer, storage, and processing in all chosen jurisdictions. The Client further assumes responsibility for ensuring that all parties involved fully comply with these regulatory obligations.

14.12. Data processing. Ideals processes the Client’s representatives’ data in order to conclude and proceed with the agreement between the Client and Ideals. Detailed information on the processing of the Client’s representatives’ personal data can be found in Ideals’ Privacy Policy: https://www.idealsvdr.com/privacy/.