Terms of Use - Innovator's Bluebook

MOVES THE NEEDLE TERMS OF USE

Welcome to the Startup Bluebook website (including all subdomains, the “Site”), which is operated by Moves the Needle, Inc. and its affiliates (collectively, “MTN,” “we”, “us” and/or “our”). This Site provides, among other things, information about our people, organization, programs, tools for users, resources for users, forums, podcasts and blogs for discussions about topics relevant to users, and profiles of founders and our company as well as third party companies.

THESE TERMS OF USE CONTAIN AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST MOVES THE NEEDLE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Use at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Site or changes made for legal reasons will be effective immediately. Your continued use of the Site after the date any such changes become effective constitutes your acceptance of the new Terms of Use.

In addition, when using certain components of the Site, you will be subject to any additional terms, policies, rules or guidelines applicable to the Site or such components of the Site that may be posted on the Site from time to time, including, without limitation, the Terms of Use located www.startupbluebook.com/terms/, the Privacy Policy located at www.startupbluebook.com/privacy-policy/, the and any guidelines applicable to any components of the Site All such terms are hereby incorporated by reference into these Terms of Use.

Access and Use of the Site

Your Obligations: You may be required provide contact information to MTN in order to access and use certain features of the Site. If you choose to provide the information, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Site’s contact form. Contact data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to register to use the Site.

Modifications to Site: MTN reserves the right to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that MTN will not be liable to you or to any third party for any modification, suspension or discontinuance of the Site.

Conditions Of Use

User Conduct: In addition to any applicable guidelines or policies that may govern specific components of the Site, you agree to comply with the following conditions in using the Site. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise transmit via the Site. MTN reserves the right to investigate and take appropriate legal action against anyone who, in MTN’ sole discretion, violates this provision, including without limitation, removing the offending content from the Site, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Site to:

email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of MTN, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose MTN or its users to any harm or liability of any type;
interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
violate any applicable local, state, national or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Site.

Commercial Use: Unless otherwise expressly authorized herein or in the Site, you agree not to display, distribute, license, perform, publish, teach, reproduce, duplicate, copy, create derivative works from, use in consultation with clients, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Site, use of the Site, or access to the Site.

Intellectual Property Rights

Site Content, Copyright and Trademarks: You acknowledge and agree that the Site may contain content or features including downloadable materials and resources (“Site Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.. Any rights not expressly granted herein are reserved by MTN.

Ownership. You acknowledge that the MTN Site and Site Content is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights, and that these worldwide rights are valid and protected in all forms, media and technologies now existing or hereafter developed. You agree to comply with all intellectual property laws and you shall not encumber any interest in, or assert any rights to, the MTN Site. You are granted a limited, non-sublicensable license to access and use the MTN Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the MTN Materials for your informational, non-commercial and personal use only. Such license is subject to these Terms and does not include: (1) any resale or commercial use of the MTN Site; (2) the distribution, public performance or public display of all or any portion of the MTN Site; (3) modifying or otherwise making any derivative uses of the MTN Site; (4) use of any data mining, robots or similar data gathering or extraction methods; (5) downloading (other than the page caching) of any portion of the MTN Site, except as expressly permitted on the MTN Site; (6) making any portion of the MTN Site available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (7) using any automatic or manual process to harvest information from the MTN Site; or (8) any use of the MTN Site for other than its intended purpose. Unless expressly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

Limited Permission to Download. MTN hereby grants you permission to download, view, copy and print the MTN Site Content solely for your personal, informational, non-commercial use, provided that (1) where provided, the copyright and trademark notices appearing on any MTN Materials not be altered or removed, (2) the MTN Materials are not used on any other website or in a networked computer environment, and (3) the MTN Materials are not modified in any way, except for authorized editing or downloadable forms for personal use. This permission terminates automatically without notice if you breach any of the provisions of these Terms. Any unauthorized use of the MTN Site may violate copyright laws, trademark laws, laws of privacy and publicity and communications regulations and statutes. MTN does not grant you any rights in its trademarks.

License to Use.MTN grants you a limited, personal, non-exclusive, non-transferable license to use the Site Content for your own personal internal business use. Except as otherwise provided and to the extent permitted under applicable law, you acknowledge and agree that you have no right to modify edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site Content in any manner. You shall not remove any copyright notice from any Site Content.

Third Party Material: Under no circumstances will MTN be liable in any way for any content or materials of any third parties (including founders, investors or other users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that MTN does not pre-screen content, but that MTN and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Site. Without limiting the foregoing, MTN and its designees will have the right to remove any content that violates these Terms of Use or is deemed by MTN, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content Transmitted Through the Site: With respect to the content or other materials you upload through the Site or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant MTN and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content for any MTN-related purpose in any form, medium or technology now known or later developed. However, please review the Applications Privacy Policy located at https www.startupbluebook.com/privacy-policy/, the, for more information on how we treat information included in applications submitted to us.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site (“Submissions”) provided by you to MTN are non-confidential andMTN will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, without acknowledgment or compensation to you.

Without limiting the foregoing, you acknowledge and agree that MTN may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Use; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of MTN, its users and the public.

Copyright Complaints: MTN respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify MTN of your infringement claim in accordance with the procedure set forth below.

MTN will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to MTN’s Copyright Agent at admin@movestheneedle.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:

MOVES THE NEEDLE, LLC
2259 Manchester Ave
Cardiff-by-the-Sea, CA 92007

To be effective, the notification must be in writing and contain the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Southern District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received MTN will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, after receipt of the counter-notice, at our sole discretion.

Third Party Websites

The Site may provide, or third parties may provide, links or other access to other sites and resources on the Internet or to third party applications. MTN has no control over such sites, resources or applications and MTN is not responsible for and does not endorse such sites, resources or applications. You further acknowledge and agree that MTN will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such sites, resources or applications. Any dealings you have with third parties found while using the Site are between you and the third party, and you agree that MTN is not liable for any loss or claim that you may have against any such third party.

Indemnity and Release

You agree to release, indemnify and hold MTN and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Site or any related information, any User Content, your application(s) to MTN or the results thereof, your violation of these Terms of Use or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

Disclaimer of Warranties

YOUR USE OF THE SITE AND ANY SITE CONTENT IS AT YOUR SOLE RISK. THE SITE AND SITE CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MOVES THE NEEDLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

MOVES THE NEEDLE MAKES NO WARRANTY THAT (I) THE SITE OR ANY SITE CONTENT WILL MEET YOUR REQUIREMENTS, (II) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE.

Limitation of Liability YOU EXPRESSLY UNDERSTAND AND AGREE THAT MOVES THE NEEDLE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MOVES THE NEEDLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SITE OR ANY RELATED INFORMATION; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (III) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING USERS) ON THE SITE; OR (IV) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL MOVES THE NEEDLE’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

Agreement to Arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Use as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and MTN whether arising out of or relating to this Terms of Use (including any alleged breach thereof), the Site, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Notwithstanding the foregoing, MTN may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. You agree that, by entering into this Terms of Use, you and MTN are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND MOVES THE NEEDLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MOVES THE NEEDLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

MTN is always interested in resolving disputes amicably and efficiently, and most user concerns can be resolved quickly and to the user’s satisfaction by emailing us at admin@movestheneedle.com.

Arbitration Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Use as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Use and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless MTN and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA.

Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of the Terms of Use will continue to apply.

Notwithstanding the foregoing, either you or MTN may bring an individual action in small claims court. Such claims shall be exclusively brought in the state or federal courts located in San Diego County, California. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in San Diego County, California, in order to maintain the status quo pending arbitration, and each party hereby agrees to submit to the exclusive personal jurisdiction of the courts located within San Diego County, California, for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.

Termination

You agree that MTN, in its sole discretion, may suspend or terminate use of the Site and remove and discard any content within the Site, for any reason, including, if MTN believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Site, may be referred to appropriate law enforcement authorities. MTN may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that MTN may (but has obligation to) immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Termination of your account or access to any component of the Site will not terminate MTN’s rights to your User Content. Further, you agree that MTN will not be liable to you or any third party for any termination of your access to the Site.

General

These Terms of Use constitute the entire agreement between you and MTN and govern your use of the Site, superseding any prior agreements between you and MTN with respect to the Site. These Terms of Use will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and MTN agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Diego County, California. The failure of MTN to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Use without the prior written consent of MTN, but MTN may assign or transfer this Terms of Use, in whole or in part, without restriction. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Site may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Site.