Effective as of May 5th, 2022
I. Introduction & Acknowledgement
Thank you for visiting our website and/or using our products. This Terms & Conditions of Use Agreement (the “Terms” or, alternatively, “Agreement”) contains the rules that apply to access and use of the Foundation for Intelligent Media & Design (“IMD”) website(s) located at the URL(s) www.imdinteractive.org , as well as any and all pages, links, sub-domains, games, software, and/or related products, including resources, downloadable music and art, provided by IMD through the above-referenced websites (individually, a “Website,” and collectively the “Websites”). Please read this Agreement carefully before using the Websites or Games. By using the Websites and/or any related services or products, you are agreeing to be bound by the terms and conditions in this Agreement.
If you do not agree to the terms of this Agreement, do not use the Websites.
When this Agreement refers to “Intelligent Media & Design”, “Intelligent Media”, “us”, “we” or “our”, it refers to Foundation for Intelligent Media & Design, an Alabama non-profit and 501(c)(3) tax-exempt corporation.
“you”, “your”, “User” and similar terms mean the person or legal entity accessing or using our Websites and/or any related services or products.
Our websites or mobile sites, including www.imdinteractive.org and any and all subdomains, present and future, and/or any services or products that you access or purchase through our websites are referred to as our “Website” or “Websites”.
Any applicable IMD terms of service are referred to as the “Terms”.
Any material or content posted, disseminated, or otherwise created by Users on IMD’s Websites is referred to as “User-Generated Content”.
In general, you must be at least eighteen (18) years of age to access and use our Websites. If you are less than eighteen (18) years of age, but at least thirteen (13) years of age, you may still access and use our Websites, but only with the consent of your parent(s) or legal guardian(s). There is no exception to this requirement. IMD does not knowingly collect any personal information from children under the age of 13 that falls within the Children’s Online Privacy Protection Act and Rule (COPPA). By your use of the Websites, you agree that you are either eighteen (18) years of age or older, are at least thirteen (13) years of age and have the consent of your parent(s) or legal guardian(s) to access our Websites, or are an emancipated minor, and that you are fully able and competent to understand and accept this Agreement as a binding contract and to abide by all Terms.
IV. User-Generated Content
You understand and acknowledge that IMD may allow Users to interact online through our Websites and related products and services regarding topics and content self-chosen by the Users. IMD does not endorse any User-Generated Content or any opinion, recommendation, or advice that may be expressed within such User-Generated Content.
While IMD may generally regulate User-Generated Content, you understand and acknowledge that IMD shall have no obligation or duty to monitor any User- Generated Content. Nonetheless, IMD and its agents shall have and reserve the right to monitor any User-Generated Content from time to time for any lawful purpose. IMD may, without notice to you, remove or block any User-Generated Content, including disabling access to such User-Generated Content. IMD also may terminate your access to the Websites if such User-Generated Content is in violation of these terms or any applicable law. If your User-Generated Content is in violation of any applicable state, federal, or local law, IMD may refer the User- Generated Content to law enforcement.
V. Registration & Account Security
As a condition to using certain components of the Websites, you may be required to register with IMD, including by selecting a password, a screen name (“User ID”), and confirming your compliance with our age requirements to obtain a personal account. In cases where you do not choose a user name/screen name, IMD may automatically assign you a user ID to identify you to our servers.
You agree to provide IMD with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate, automatic termination of your access to the Websites and any related services or products. You may not select or use as a User ID a name of another person with the intent to impersonate that person; use as a User ID that infringes any third-party rights (including trademarks or copyrights); or use as a User ID that is otherwise offensive, vulgar, or obscene. IMD reserves the right to refuse registration of, or to cancel, a User ID in its sole discretion. Notwithstanding the foregoing, you acknowledge that IMD cannot guarantee the accuracy of any information submitted by any User of the Websites, nor any identifying information about any User.
You are solely responsible for your activity while accessing the Websites. You shall be solely responsible for maintaining the confidentiality of your password. You may not share your account with a third-party or use the account of a third-party. You agree to notify IMD immediately in writing of any unauthorized use of your account, or other account-related security breach of which you are aware. You may cancel your account at any time upon written notice to IMD.
VII. Limited Use License
IMD grants you a revocable, non-exclusive, non-transferrable, limited license to use
the Websites strictly in accordance with the terms of this Agreement.
You agree not to, and you will not permit others to:
(a) License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Websites or related products or services without the prior written authorization of IMD;
(b) Frame or otherwise display any portion of the Websites that is not your User- Generated Content without prior authorization;
(c) Host, provide, or develop services for or using our Website or related services or products, or intercept, emulate, or redirect the communication protocols used by IMD in any way, including without limitation through protocol emulation, tunneling, packet sniffing, modifying, or adding components to the Websites, use of a utility program or any other techniques now know or hereafter developed, for any purpose, including without limitation unauthorized access in any form over the Internet;
(d) Develop or allow any malware, adware, spyware, Trojan Horses, cancelbots, other automated “bots”, “auto players”, cheat utilities, spoofers, key-loggers, or other circumvention devices to be present on any machine used to access the Websites, nor attempt to upload/utilize such devices against the Websites;
(f) Post or otherwise disseminate any materials that (i) you do not have permission, right or license to use, or (ii) infringe on the rights of any third party;
(g) Post or otherwise disseminate any advertisement or solicitation to sell a product or service to Users of the Site, or constitutes any other commercial use of the Site, without the prior written consent of IMD;
(h) Use the Websites in connection with any contests, surveys, chain letters, pyramid schemes or other similar services, whether or not they are used for commercial gain;
(i) Post or otherwise disseminate obscene, vulgar, defamatory, libelous, objectionable, offensive, unlawful, deceptive, inaccurate, threatening, abusive, harassing, or harmful content or material, including any content or material that promotes racism, bigotry, hatred, or physical harm of any kind against any individual or group, or encourages any other conduct activities that would constitute a criminal offense or create civil liability for IMD, any User of IMD’s Websites, or any third-party;
(j) Post or otherwise disseminate personal, private, or confidential information belonging to others, or any material that violates the rights of privacy or publicity of any third-party;
(k) Collect, harvest, scrape or capture any User information, email addresses, or other personal data of the Users;
(l) Misrepresent the source or identity of any material;
(m) Request personal information from a minor;
(n) Impersonate or misrepresent your affiliation with another person, or entity;
(o) Post or otherwise disseminate spam, including but not limited to unsolicited or unauthorized advertising, promotional materials, or informational announcements;
(p) Post or otherwise disseminate any false, fraudulent, deceptive, or otherwise misleading content or material;
(q) Post or otherwise disseminate any pornographic or sexuality explicit material of any kind;
(r) Post or otherwise disseminate any material that exploits or otherwise depicts exploitation of people under the age of 18 in a sexual or violent manner;
(s) Post or otherwise disseminate, modify, or remove a rating or review in exchange for any kind of compensation or incentive;
(t) Post or otherwise disseminate a fake rating, review, or endorsement;
(u) Interfere with the proper functioning of the Websites, or violate any other term of this Agreement; or
(v) Plan or engage in any illegal, fraudulent, or manipulative activity.
You should not post any User-Generated Content if you are in doubt about its legality or its prohibition by the Terms. IMD expressly reserves the right to monitor any/all network traffic between the User(s) and the Websites to prevent any compromise of Websites.
IX. Modifications and Maintenance of Websites
IMD reserves the right to modify, maintain, suspend, or discontinue, temporarily or permanently, the Website or any service to which they connect, with or without notice and without liability to you.
X. Term and Termination
This Agreement shall remain in effect until terminated by you or IMD.
IMD may – in accordance with the provisions of Section XIX, below – change, modify, amend, add, delete, suspend, or terminate this Agreement or any terms herein on a prospective basis (the “Changes”).
If you do not agree to such Changes, you should cease using our Website(s) prior to the effective date of such Changes. By using the Website(s) and/or any related services or products after the effective date of such Changes, you are agreeing to be bound by the terms and conditions in this Agreement, including any Changes thereto.
This Agreement will terminate immediately, without additional prior notice from IMD, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by ceasing to use IMD’s Website(s) or related services or products. IMD may separately terminate this Agreement in its sole discretion upon reasonable notice to you.
Upon termination of this Agreement, you shall cease all use of the Website(s) and related services and products.
XI. Third-Party Websites & Terms of Agreement
Solely as a convenience to Users, IMD may provide links on its Website(s) to other websites owned by third-parties. Unless otherwise expressly stated, IMD does not endorse or control these third-party websites and assumes no responsibility for them or the content contained therein.
To the degree IMD’s Website(s) are designed to work with certain third-party software, services, products, websites, and/or platforms of any kind, you agree not to violate – and to comply with – any and all applicable third-party terms of agreement when using the Website(s).
XII. Intellectual Property Rights
You acknowledge that – unless otherwise provided – the Websites and all related products and services are the exclusive property of IMD.
The Websites and related products and services contain copyrighted material, technology, trademarks, service marks, trade secrets, and other proprietary information, which may include computer code, text, data, video, images, illustrations, animations, sounds, musical compositions and recordings, audiovisual effects, color schemes, business methods and methods of operation, concepts, ideas, know-how, moral rights, and any related documentation (collectively the “Proprietary Material”). All intellectual property rights to the Proprietary Material, including patent, copyright, trademark, and trade secret rights, are owned or licensed by IMD. You agree not to copy, download, reproduce, republish, upload, post, transmit, perform, display, distribute, or sell, or in any other way exploit the Proprietary Material, or to participate with or to encourage others to engage in such acts, without the prior written consent of IMD. If any exploits in the Websites or related services or products are discovered by you, you agree to promptly disclose such exploits to IMD, which shall be deemed to be the confidential proprietary information of IMD. The Proprietary Material, nor any portion thereof, may not be modified or used for any purpose other than as expressly authorized in this Agreement. The Proprietary Material may include materials licensed by IMD from third parties. The licensors of those materials are an intended beneficiary of this Agreement and may enforce their rights in the event of any violation of this Agreement.
Except as otherwise provided – and subject to all applicable laws and/or third-party rights – any User-Generated Content you create and/or publish to any of Websites or related products or services continues to belong to you. You expressly acknowledge and agree, however, that any User-Generated Content that you make available through the Websites may be made freely available by IMD to others, including without limitation for download by others, and that IMD has a non- exclusive, perpetual, irrevocable, worldwide, royalty free, transferable license to make use of such User-Generated Content, including any and all ideas contained therein.
You agree not to create and/or publish – or solicit any third-party user of the Websites to create and/or publish – any content that infringes on the intellectual property rights of any third-party. You agree to indemnify IMD for any and all damages, claims, and/or fees arising out of your violation or purported violation of the intellectual property rights of any third-party.
ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY IMD AND ITS LICENSORS.
XIII. Claims and Remedies
To the maximum extent permitted by law, IMD – including its officers, directors, employees, and any and all agents of IMD – shall not be liable to you for indirect, special, or consequential, incidental, or punitive damages; or lost profits, lost revenue, lost business expectancy, or business interruption losses.
In addition to any other right or remedy provided by law, any material violation of this Agreement by you shall entitle IMD to receive compensatory damages, including compensation for any damages experienced that were reasonably foreseeable as a result of your violation of this Agreement. In the event that you take any action wantonly, willfully, or maliciously that results in damages and/or lost opportunities to IMD, IMD may also seek punitive damages and costs and attorneys’ fees.
In the event that you breach this Agreement, IMD may terminate your use of the Website(s) immediately, and/or may take any other actions that are necessary and prudent, including any actions available to it under the law. If IMD breaches this Agreement, you shall provide IMD with written notice of such breach. IMD shall then have thirty (30) days to cure such breach. In the event the breach is not cured within thirty (30) days of receiving written notice of such breach, the Parties agree to make good faith efforts to mediate their dispute prior to seeking other remedies, unless such efforts would be clearly futile.
You understand and agree that – except in cases of wanton or intentional misconduct – IMD is not responsible to you for the creation or loss of any User Generated Content, any interruptions of service (including but not limited to internet service provider (ISP) disruptions), any software and/or hardware failures, or any other event which may result in the loss of data or disruption of service.
No failure on the part of IMD to enforce any provision of this Agreement shall be deemed a waiver or consent.
IMD hereby represents, warrants and covenants to you as follows: (a) This Agreement is valid, binding, and enforceable against IMD in accordance with its terms; (b) IMD is a non-profit corporation duly organized, validly existing and in good standing under the laws of Alabama and is authorized to conduct business as defined within the Agreement; (c) IMD has the full power and authority to execute and deliver this Agreement and to perform all its obligations under this Agreement.
THE WEBSITES AND ANY ASSOCIATED PRODUCTS, SERVICES, DOCUMENTATION, OR MATERIALS ARE BEING PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND WHATSOEVER. IMD DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION THEREOF (i) WILL BE
UNINTERRUPTED, SECURE OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED; (ii) IS COMPATIBLE WITH ANY SOFTWARE, INCLUDING WITHOUT LIMITATION INTERNET BROWSER SOFTWARE; (iii) IS FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; OR (iv) IS FREE OF DEFAMATORY, DEROGATORY OR ADULT-ORIENTED MATERIAL, OR MATERIAL THAT SOME INDIVIDUALS MAY DEEM OFFENSIVE OR OBJECTIONABLE.
IMD IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL IMD BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM YOUR USE OF THE SERVICES, ANY USER-GENERATED CONTENT POSTED ON THE SITE OR TRANSMITTED TO ANOTHER USER, OR ANY TRANSACTIONS BETWEEN OR AMONG YOU AND OTHER USERS, WHETHER ONLINE OR OFFLINE.
THE SERVICES ARE CONTROLLED AND PROVIDED BY IMD FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. IMD MAKES NO REPRESENTATION THAT THE SITE OR THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. IF YOU ACCESS OR USE THE SITE OR THE SERVICES FROM OUTSIDE THE UNITED STATES, YOU DO SO VOLUNTARILY AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS APPLICABLE TO YOUR LOCATION.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION – AND TO THE MAXIMUM EXTENT PERMITTED BY LAW – IMD DISCLAIMS AND YOU HEREBY WAIVE ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.
Except in the event of IMD’s own wanton or willful misconduct, in the event that any claim is made against IMD arising from or in connection with any action, suit, proceeding, or claim which is or may be made or brought against IMD in connection with your violation of this Agreement or your use of the Website(s) or related products or services, you shall indemnify, defend, and hold harmless IMD, its successors and assigns, and the owners, directors, managers, officers, employees and agents of each from and against all and all claims, debts, liabilities, demands, obligations, judgements, assessments, costs and legal and other expenses (including, without limitation, attorneys’ fees and court costs) arising from or in connection with such claim, including for your violation of any third-party right, including without limitation any copyright, trade secret, privacy or property right, or any claim that your User-Generated Content caused damage to a third-party. This defense and indemnification obligation will survive this Agreement and your use of the Website(s).
XVI. Legal Compliance
The Websites are controlled and operated by IMD in the State of Alabama, United States of America. IMD makes no representations or warranties, either express or implied, that the Websites and other materials available through the Websites are appropriate, legally permissible, or available for use in other locations. Those who choose to access the Websites from other locations do so at their own risk and are responsible for compliance with all federal, state, and local laws.
Whether or not you use the Websites inside the United States of America, you agree to abide by any applicable export control laws and not to transfer, by electronic transmission or otherwise, any User Generated Content, software or other materials subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Websites any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software.
You further agree to comply with all relevant federal, state, and local laws in your use of the Websites and performance of this Agreement.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
XVII. Digital Millennium Copyright Act
As an online service provider, IMD has adopted the following general policy regarding copyright infringement in accord with the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“DMCA”). The address of IMD’ Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is:
Foundation For Intelligent Media and Design
1500 1st Ave North
Birmingham, AL 35203 USA
It is IMD’s policy to block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any User or other content provider. If you believe that User-Generated Content or other material residing on or accessible through the Websites infringes a copyright, please send a notice of copyright infringement to the Designated Agent.
For any notice of infringement to be effective, the notice must include:
(a) A physical or electronic signature of a person authorized to act on behalf of the intellectual property owner of an exclusive right that is allegedly infringed;
(b) A description of the copyrighted work that you claim has been infringed upon;
(c) A description of where the material that you claim is infringing is located on the Websites;
(d) Information reasonably sufficient to permit the service provider to contact the complaining party, such as address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
(e) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Once proper infringement notification is received by the Designated Agent, IMD will remove or disable access to the claimed infringing User-Generated Content or other material; notify the accused infringing party that it has removed or disabled access to the User-Generated Content or other material; and determine appropriate measures to prevent recurrence by the accused infringing party.
The accused infringing party may then issue a counter notification in the form provided in the DMCA, Section 512(g)(3). In such instance, IMD shall follow the procedures and requirements of the DMCA calling for notification to the complaining party and timely restoration of the User-Generated Content or other material alleged to be infringing.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
XIX. Amendments to This Agreement
This Agreement, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and arrangements, oral or written, between the Parties with respect to the subject matter hereof.
IMD reserves the right, at its sole discretion, to Change this Agreement, as defined above, at any time. If a Change is material we will provide at least 10 days’ notice prior to any Change taking effect. Notice will be given to you by informing you on our Website(s) of any Change, or by any other reasonable means. What constitutes a material change will be determined at our sole discretion.
XX. Assignment of Rights
You may not transfer or assign any of your rights or obligations provided in this Agreement without the express prior written approval of IMD.
XXI. Choice of Law and Venue
IMD is headquartered in Birmingham, Alabama. You agree that this Agreement is a transaction occurring in Birmingham, Alabama. This Agreement and all related disputes shall be controlled by the laws of the State of Alabama, without regard to its choice of law rules. In the event of a dispute, all parties agree that the Courts of the State of Alabama shall have jurisdiction.
The headings, captions, headers, footers and version numbers contained in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
XXIII. Contact Information
If you have any questions about this agreement please contact us. IMD is headquartered in Birmingham, Alabama, in the United States of America. You can
contact our team via e-mail at email@example.com. Please include the word “TERMS” in the subject line of the e-mail.