This version in effect since September 20, 2018
(a) Supplementary Agreement: Certain services provided through the Website are governed by both this Agreement and any supplementary agreements specific to the service which you must accept and agree to when you first request, access, or use those services If there is an inconsistency or conflict between this Agreement and a supplementary agreement, then: (i) the supplementary agreement will govern regarding the specific services to which it applies; and (ii) this Agreement will govern regarding all other matters.
(b) Acceptance: Each time you access the Website, you signify your acceptance and agreement, without limitation or qualification, to be bound by this Agreement and any applicable Supplemental Agreements that you previously excepted. If you do not agree with each provision of this Agreement and applicable Supplementary Agreements, you may not access or use the Website.
(c) Changes: Wellspring may in its discretion change this Agreement and Supplementary Agreements as they relate to your future use of the Website from time to time, without any prior notice or liability to you or any other person, by posting the revised Agreement or Supplementary Agreement on the Website. When you use the Website, you should check the date of this Agreement and applicable Supplementary Agreements and review any changes since the last version. You may not change or supplement this Agreement or any Supplementary Agreement in any manner. By using the Website after this Agreement or applicable Supplementary Agreements have been revised, you signify your acceptance and agreement, without limitation or qualification, to be bound by the revised Agreement and applicable Supplementary Agreements. If you do not agree with each provision of the revised Agreement and applicable Supplementary Agreements, you may not use the Website.
The Website may be accessed and used only by persons who can form legally binding contracts and who have accepted and agreed to this Agreement and applicable Supplementary Agreements. The Website may not be used by anyone if their permission to use the Website has been previously revoked or terminated by Wellspring.
Use of the Website must be lawful, ethical, and respectful of the legal rights and interests of all other persons. Wellspring may in its discretion suspend or terminate access to or use of the Wellspring Website that violates this Acceptable Use. Without limiting the generality of the foregoing, the following rules apply to the use of the Wellspring Website (collectively, the “Acceptable Use”):
(a) Permitted Uses: Wellspring is a web-based application for assisting individuals working in the innovation community by providing on-line tools to share information, collaborate, and download research related materials, software, and products.
(b) Prohibited Uses: The Website may not be copied, imitated, reproduced, republished, uploaded, posted, transmitted, modified, indexed, catalogued, mirrored or distributed in any way, in whole or in part, without the express prior non-electronic record consent of Wellspring. You may not sell or resell any part of the Website or access to or use of the Website. You may not use any of the computer software or other technologies that are used in the operation of the Website except while you are using the Website in accordance with this Agreement. The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any means is strictly prohibited.
You may use the Website only for lawful, professional, business or commercial uses that do not include resale, distribution of products that are available through retail stores or services, or the like. You may use the Website only in the manner described expressly in this Agreement, applicable Supplementary Agreements, and subject to all applicable laws.
(c) Lawful Use: Use of the Wellspring Website must comply with all applicable laws. The Wellspring Website must not be used to post, upload, reproduce, distribute, publish, or otherwise transmit any information or materials that violate any applicable laws.
(d) Other Person's Rights: Use of the Wellspring Website must not infringe the rights (including without limitation personal information privacy, personality and intellectual property rights) of any other person, or assist any person to infringe the rights of any other person. Without limiting the generality of the foregoing, use of the Wellspring Website must not include any material that is or could be considered to be harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of any other person's privacy, promoting or providing instructional information about illegal activities, hateful, or racially, ethnically or otherwise objectionable.
(e) No Disruptive Use: The Wellspring Website must not be used or permitted to be used, directly or indirectly, in any manner or for any purpose that damages, disables, harms, overburdens or impairs any portion of the Wellspring Website or related systems or any other person's use and enjoyment of the Wellspring Website or the Internet generally, or has the potential to do any of the foregoing, including without limitation excessive email or Internet traffic, excessive distribution of data, or any other uses that may damage, disrupt, compromise or degrade the integrity, efficiency, performance or security of the Wellspring Website or that may otherwise cause, facilitate, or result in the circumvention or breach of any user authentication, password, code, security or control measures regarding the Wellspring Website or any other Internet resource or computer system.
(f) No Harmful Content: The Wellspring Website must not be used to directly or indirectly post, upload, reproduce, distribute, publish, transmit, communicate, or otherwise make available any materials that contain any intentional or unintentional virus, trojan horse, worm, time bomb, cancelbot, spyware, malware, disabling device or other computer code that may damage, disrupt, disable, compromise, degrade, harm, detrimentally interfere with, surreptitiously intercept or expropriate, interrupt, lock, disable, erase, limit the functionality or use of, or otherwise adversely affect, or facilitate unauthorized access to or use of, the Wellspring Website or any other computer system, hardware, software, telecommunications equipment, or data, or any materials that have had any copyright management information or controls altered or removed without the express permission of the owner of the materials.
(g) No Abusive Purposes: The Wellspring Website must not be used, directly or indirectly, for any purpose or in any manner that is or may be abusive, contain nudity, deceptive, defamatory, derogatory, discriminatory, false, fraudulent, harassing, harmful, hateful, indecent, intimidating, invasive of the privacy rights of others, libelous, misleading, objectionable, obscene, offensive, pornographic, profane, racist, sexist, sexually explicit, slanderous, threatening, violent, vulgar, unlawful or otherwise objectionable (as determined by Wellspring in its discretion), or which advocate, depict, encourage, or tend to incite any such conduct, the commission of a crime or other unlawful activities.
(h) Proper Identity/No Misrepresentation: The Wellspring Website must not be used to directly or indirectly distribute, transmit, perform, communicate or otherwise make available any materials that contain modified, falsified, or forged address information, message headers, content, material, or other identifiers, or that impersonate other persons or otherwise disguise the origin of the materials, or falsely state or otherwise misrepresent an affiliation with another person.
(i) Complaints: Wellspring may respond, as it considers appropriate in its discretion, if Wellspring becomes aware of any inappropriate uses of the Wellspring Website, without any notice or liability to you or any other person. Without limiting the generality of the foregoing, Wellspring may suspend access to or use of the Wellspring Website or delete or remove content posted to the Wellspring Website. Nothing in this policy impairs or waives rights of Wellspring under the Communications Decency Act.
Violations of Acceptable Use may be reported by sending an email to [email protected] setting forth your name, email address, postal address, telephone number, the subject matter of your complaint, and a concise summary of your complaint.
(j) Compliance, Consequences, and Law Enforcement Disclosure: Wellspring may in its discretion determine whether Acceptable Use has been violated, and may take such steps as Wellspring considers appropriate in its discretion to stop the violation of this Acceptable Use, including without limitation suspending or terminating certain users' access to or use of the Wellspring Website. Wellspring's failure to enforce Acceptable Use, for whatever reason, will not be construed as a waiver of any preceding or subsequent violation of this Acceptable Use. Wellspring will not be liable to any person for failure to enforce this Acceptable Use. Wellspring may in its discretion report perceived violations of Acceptable Use or applicable laws to law enforcement authorities. Wellspring may co-operate fully with law enforcement authorities in the investigation of suspected unlawful conduct, including disclosing individual's personal information (including email account information and payment information), and copies of email and other materials used in connection with the Wellspring Website. Nothing in this Acceptable Use policy limits Wellspring's rights or remedies regarding any violation of the Acceptable Use or any breach of any agreements with Wellspring, and Wellspring reserves all of its rights and remedies.
(a) Users and Content: The Website provides an online platform for people (“Users”) to search for information, and if you register through the Website, a User who through services provided by Wellspring, some of which are subject to the Supplementary Agreement, can communicate with other Users, download information or software, and purchase offerings posted on the Website. Information, data, technologies, expertise, software, personal or organizational descriptions, and other content that is entered on the website by Users to is referred to collective as ("Content"). As explained below, Users contribute Content without review or endorsement by Wellspring, so you need to do your own due diligence. Content may be owned or licensed by other Users, or their affiliated organization, and may be subject to a license agreement referenced on the relevant Website page (the "License Agreement").
(b) Use of Content: For your convenience, the Website may be used to facilitate communications and transactions with Users and their respective organizations, including the processing of payments for certain Content. Wellspring may transfer Content to other Wellspring website or services that facilitate communications and transactions with users. Users are independent from Wellspring, and Wellspring has no responsibility or liability for or control over Users or their Content. Wellspring does not sponsor or endorse Users or their Content. Wellspring is not a party to any License Agreement or any related transactions. Your accessing, downloading and use of Content and your dealings with Users are at your own risk.
Wellspring may transfer Content to other services that facilitate communications and transactions.
(c) Applicability: Section 10 of this Agreement applies Website access to and use of Content and all of your dealings and transactions with Users.
(a) Other Sites: For your convenience, the Website includes links or references to websites, resources and businesses operated by other persons, including Users websites (collectively "Other Sites"). Your use of Other Sites and your dealings with the owners or operators of Other Sites are at your own risk, and you will not make any claim against Wellspring arising from, connected with, or relating to your use of Other Sites or your dealings with the owners or operators of Other Sites.
(b) Applicability: Section 10 of this Agreement applies to your access to and use of Other Sites, the businesses, goods, services, or content on or referenced in Other Sites, and your dealings with the operators of Other Sites.
(a) Information: To use portions of the Website, you may be required to submit information, including Content, personal information for authentication, and temporarily stored credit card information for non-recurring transactions through the Website. You will ensure that all information you submit through the Website is and remains true, accurate, current and complete, and you will promptly update that information if it changes. Wellspring and other persons (including Users) will rely upon the information you submit. You are responsible for all loss, damage, liabilities, obligations or additional costs that you, Wellspring or any other person (including Users) may incur as a result of your submission of any false, incorrect or incomplete information.
(b) Communications: You authorize Wellspring to: (i) accept communications from you by means of the Website, email, and telephone as if those communications had been given directly by you in writing and signed by you; and (ii) respond to your communications by means of the Website, email or other communications methods. Communications that you send to Wellspring are not delivered or effective unless and until they are processed by the responsible Wellspring representative.
(c) Notices and Announcements: As a User who has registered with Wellspring you consent to Wellspring sending notices to you by email to notify you of information Wellspring considers is of potential interest to you, including: (i) important announcements or information relating to your Wellspring account (if you have one) and related information (which you cannot opt out of receiving); and (ii) notices describing new products and services or providing other information of potential interest (which you can opt out of receiving).
(d) Unsolicited Submissions: Wellspring welcomes your comments and suggestions regarding the Website. By submitting any comments, ideas, suggestions (collectively, "Submissions") to Wellspring, you automatically grant (or warrant that the owner of the Submissions grants) to Wellspring and its successors, assigns and licensees a perpetual, royalty-free, irrevocable, unrestricted, non-exclusive, world-wide, assignable, sub-licensable, right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit the Submissions or any ideas, concepts, know-how or techniques associated with the Submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing compensation to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties on the part of Wellspring or its successors, assigns and licensees, and you agree, represent and warrant that all moral rights in the Submissions are waived in favor of Wellspring and its successors, assigns and licensees.
Errors may occur and information, documents, and Content may become out of date. Wellspring does not guarantee the accuracy, completeness, or timeliness of the information, documents, or Content available via the Website. Wellspring may in its discretion change the information and documents available via the Website at any time and from time to time without any notice or liability to you or any other person.
(a) Website: The software used to operate the Website and all content and other information in text, graphical, video and audio forms, images, icons, software, designs, applications, data, and other elements available via the Website, except the User Content, are the property of Wellspring and others, and are protected by United States of America, Canadian and international copyright, trademark and other laws. As between the parties, Wellspring owns and retains all right, title and interest in, to and associated with Website and all software and technology used to operate the Website. You will not acquire any right, title or interest in or to any software or technology used to operate the Website. All rights not expressly granted under this Agreement are reserved to Wellspring.
(b) Trademarks: Flintbox and flintbox.com are trademarks and trade names owned or licensed by Wellspring. Other trademarks, service marks, names, and logos appearing on or in connection with the Website may be owned by other persons. Any use of the trademarks, service marks, trade names or logos displayed on or in connection with the Website is strictly prohibited, and nothing appearing on or in connection with the Website will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of those marks.
Wellspring does not accept any liability for your use of the Website or any other aspect of or relating to it or services or transactions involving it. For that reason, the following provisions apply to all matters arising from, connected with or relating to the Website.
(a) Disclaimers: Your access to and use of the website is at your own risk. The website is provided on an "as is" and "as available" basis, without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation implied representations, warranties or conditions of or relating to accuracy, accessibility, availability, completeness, errors, fitness for a particular purpose, merchantability, non-infringement, performance, quality, results, security, sequence, or timeliness, all of which are hereby disclaimed by Wellspring to the fullest extent permitted by law. There will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage.
Without limiting the generality of the foregoing, Wellspring makes no representation, warranty, condition or guarantee that: (i) the website will be compatible with your computer and related equipment and software; (ii) the website will be available or will function without interruption or will be free of errors or that any errors will be corrected; (iii) the website will meet your requirements; (iv) the information available on, through or connected with the website will be timely, uninterrupted, sequential, accurate, authentic or complete; (v) certain or any results may be obtained through the access to or use of the website; and (vi) access to and use of the website will be free of viruses, trojan horses, worms or other destructive or disruptive components and will not infringe the rights (including intellectual property rights) of any person; and Wellspring disclaims all liability regarding such matters to the fullest extent permitted by law.
Without limiting the generality of the foregoing, Wellspring makes no representation, warranty, condition or guarantee regarding any User Content, or Other Sites. Wellspring is not responsible or liable for any User Content or Other Sites or their content. Wellspring is not responsible or liable for any User Content any acts, omissions or misconduct by any User or their representatives (including without limitation any breach by a User of any License Agreement or other agreement, duty or obligation to you).
You are solely responsible for: (i) obtaining, provisioning, configuring, maintaining and protecting from loss and damage, all computer equipment and services necessary for you to access and use the Website; (ii) scanning for and preventing the receipt and transmission of viruses and other destructive or disruptive components; (iii) maintaining a complete and current backup of all data in your computer system before accessing or using the website; and (iv) setting-up, maintaining and regularly reviewing security arrangements concerning your access to and use of the website and information stored on your computing and communications systems.
The operation of the website may be affected by numerous factors beyond Wellspring's control. Website operations may not be continuous or uninterrupted, and may be subject to security and privacy breaches. Codes may be circumvented, and may not prevent unauthorized access to your accounts or information.
Wellspring is not under any obligation to verify the identity or authority of any person accessing or using the website.
(b) Remedy: If you are not satisfied with the website, your primary remedy is to cease using the website. If you believe that you are entitled or obligated to an alternative remedy you agree to provide us with detailed and substantiated explanation of your reasons in writing. You must provide alternative remedy at least 30 days before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation, though we are under no obligation to do so.
(c) Exclusions: under no circumstances will Wellspring ever be liable to you or any other person for any loss or damage (including without limitation direct, indirect, incidental, consequential, special, punitive, or exemplary loss or damage) arising from, connected with, or relating to the website, this agreement or any supplementary agreement, technologies, your dealings with technology providers, the termination of this agreement or any supplementary agreement, or otherwise, including but not limited to loss of data (including without limitation customer data), business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise (including without limitation by reason of any expenditures, investments, leases or commitments made in anticipation of the continuance or performance of this agreement or any supplementary agreement), or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity).
(d) Limitations: Notwithstanding paragraphs 10(b) and 10(c) above, Wellspring is liable to you or any other person, then in no event and under no circumstances will Wellspring's total aggregate liability to you or any other person under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), ever exceed $10.
(e) Release: You hereby release, remise and discharge Wellspring from all obligations, liabilities, claims and demands in excess of the exclusions and limitations set forth in paragraphs 10(b), 10(c) and 10(d) above.
(f) Indemnity: You will indemnify, defend and hold Wellspring harmless from and against all liabilities, expenses and costs, including without limitation reasonable legal fees and expenses, incurred by Wellspring in connection with any claim or demand arising out of, related to, or connected with your access to or use of the website, your access to or use of User Content, your dealings with Users, your breach of this agreement or any Supplementary Agreement, or any conduct by you or any person for whom you are responsible under this Agreement or any Supplementary Agreement or at law. You will assist and co-operate as fully as reasonably required by Wellspring in the defense of any such claim or demand.
(g) Definitions/application: In this section 9: (i) "Wellspring" means Wellspring and its directors, officers, employees, agents, information providers, service providers, suppliers, sub-contractors, licensors and licensees, technology providers, and all other related, associated, or connected persons, jointly and severally; and (ii) "Website" means the Wellspring website accessible at and all content, information, products and services available via the Website, including all Content.
This section 9 applies regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by Wellspring or any person for whom Wellspring is responsible, and even if Wellspring has been advised of the possibility of loss or damage being incurred.
(h) Acknowledgement: You acknowledge and agree that this agreement represents a fair allocation of risk and liability. Advice and information provided by Wellspring, whether oral or written, will not create any representation, warranty, condition or guarantee or vary or amend this agreement, including the above disclaimers, liability exclusions, liability limitations, release and indemnity provisions, and you may not rely upon any such advice or information. The exclusion of certain warranties and conditions and the exclusion or limitation of certain liabilities are prohibited by law in some jurisdictions. Such limitations may apply to you.
(a) Termination: This Agreement will continue indefinitely until terminated by you or by Wellspring in accordance with this Agreement. Users can terminate Agreement by providing a written notice to terminate account to [email protected] and by no longer using the Website.
(b) Suspension or Termination by Wellspring: Wellspring may in its discretion and for its convenience at any time change, discontinue, modify, restrict, suspend or terminate the Website or any part of it without any notice or liability to you or any other person. Wellspring may in its discretion and for its convenience at any time immediately suspend or terminate (in whole or in part) your permission to access and use the Website without any notice or liability to you or any other person.
(d) Agreement Continuation: If this Agreement or your permission to access or use the Website is terminated by you or Wellspring for any reason, then you will no longer access or use the Website and this Agreement will continue to apply and be binding upon you regarding your prior access to and use of the Website, and anything connected with, relating to or arising therefrom. Without limiting the generality of the foregoing, and notwithstanding any other provision of this Agreement, Sections 4(c), 5(b), 6(d), 7, 8, 9, 10(d), and 11 of this Agreement, and all other provisions necessary for their interpretation or enforcement, will survive indefinitely after the termination of this Agreement and remain in full force and effect.
(a) Relationship of Parties: You and Wellspring are independent contractors, and nothing in this Agreement or any Supplementary Agreement or done pursuant to this Agreement or any Supplementary Agreement will create or be construed to create a partnership, joint venture, agency, employment, or other similar relationship between you and Wellspring.
(b) Subcontractors: Wellspring may in its discretion engage subcontractors to perform its obligations under this Agreement or any Supplementary Agreement.
(c) Records: Wellspring's records are, unless proven to be wrong, conclusive evidence of your access to and use of the Website and the information and documents available on, through or in connection with the Website. You will not object to the admission of Wellspring's records as evidence in any legal proceeding on the ground that such records are not originals, are not in writing, are hearsay, or are documents containing information extracted from a computer.
(d) Severability: If any provision of this Agreement or any Supplementary Agreement is held to be invalid or unenforceable for any reason, then the provision will be deemed to be severed from this Agreement or the Supplementary Agreement and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of any such severance this Agreement or the Supplementary Agreement would fail in its essential purpose.
(e) Governing Law and Disputes: Wellspring is located in Chicago, Illinois USA. This Agreement and all Supplementary Agreements, your access to and use of the Website, and all related matters are governed solely by the laws of Illinois, USA and applicable federal laws of the United States Government, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws and excluding the United Nations Convention On Contracts For The International Sale Of Goods. Any dispute between you and Wellspring or any other person arising from, connected with or relating to the Website, this Agreement, or any related matters (collectively "Disputes") will be resolved in Illinois court of law.
(g) No Waiver: No consent or waiver by a party to or of any breach by the other party of this Agreement or any Supplementary Agreement: (i) will be effective unless in non-electronic format and signed by the parties; or (ii) will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach.
(h) Enurement and Assignment: This Agreement and applicable Supplementary Agreements enure to the benefit of and are binding upon each of Wellspring and its successors, assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns and personal representatives. You may not assign this Agreement or any Supplementary Agreements or the rights and obligations thereunder. Wellspring may assign this Agreement and Supplementary Agreements and its rights and obligations thereunder without your consent.
(j) Interpretation and Language: In this Agreement and Supplementary Agreements: (i) a reference to "this Agreement" and other similar terms refers to the agreement as a whole and not just to the particular provision in which those words appear; (ii) headings are for reference or emphasis only and do not supersede the meaning of the agreement or any of its provisions; (iii) words importing persons include individuals, partnerships, associations, trusts, unincorporated organizations, societies, and corporations; (iv) words importing the singular number only include the plural and vice versa; (v) words importing either gender include both genders; (vi) references to currency are to the currency of the U.S., unless expressly indicated otherwise; and (vii) reference to a day or year means a calendar day or year, unless expressly stated otherwise. You expressly request and require that this Agreement and Supplementary Agreements and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s 'y rapportent soient rédigés en anglais.
(k) Complete Agreement: This Agreement and applicable Supplementary Agreements govern your use of the Website, are the entire agreement between you and Wellspring relating to your use of the Website, and supersede all previous agreements, written, oral or otherwise, between you and Wellspring with respect to your use of the Website. Content available via the Website may also be subject to additional applicable agreements, terms and conditions and disclosures.
(l) Notice regarding Copyright Agent. Wellspring respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Website in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Website containing the following:
(i) An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest allegedly being infringed;
(ii) Identification of the copyrighted work claimed to have been infringed;
(iii) Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
(iv) The address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(vi) A statement that the information in the notice 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.
Copyright infringement claims and notices (but not other notices) should be sent to the attention of Matthew Hamilton, in the following manner:
Wellspring Worldwide, Inc.
350 N. LaSalle, Suite 1200
Chicago, IL 60654
Wellspring’s policy is to terminate any (if any) account or right of access to the Website in appropriate circumstances for repeated infringement. Wellspring reserves the right to terminate for even one infringement.
(m) Notice of Availability of Filtering Software. Wellspring does not believe that the Website contains materials that would typically be the subject of filtering software. Nevertheless, all users are hereby informed by Wellspring as the provider of this interactive computer service that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at http://www.ntia.doc.gov/ntiahome/ntiageneral/cipa2003/index.html (Children’s Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies).
(n) Any Other Rights: Any rights not expressly granted by this Agreement are reserved to Wellspring.