Flintbox - Terms of Use Terms of Use This version in effect since September 20, 2018 Welcome to the Flintbox Portal Tool Application. Wellspring Worldwide, Inc. (“Wellspring”) is pleased to serve you under this Terms of Use Agreement, as amended by us from time to time. Your use of the Flintbox Portal Tool Application website (the “Website”) located at mysite.flintbox.com is conditioned on and constitutes your agreement to this Terms of Use Agreement, without modification by you, including, but not limited to our Privacy Policy. If you do not agree, do not use the Website. 1. Acceptance of Agreement (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. 2. Permission to 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. 3. Acceptable Use 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 [emailprotected] 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. 4. Content and Transactions (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 …