Ideame - Latin America's crowdfunding platform

GENERAL CONDITIONS AND TERMS OF USE OF THE WEBSITE

The following General Conditions and Terms of Use (“Terms of Use”) regulate the access and use of the User (“User”, as defined below), of the Website www.idea.me (“The Website” or “Ideame”), as well as the procurement of products and services through it.

The Website belongs to Ideame LLC, a Delaware limited liability company with registered offices at 1209 Orange Street (c/o Corp. Trust Company), Wilmington, Delaware, United States of America (“The Company”), which is operated in each jurisdiction by a Local Operator (“The Local Operator”).

Anyone who wants to access and/or use the Website must agree to be bound by these Terms of Use, together with the other Policies and Principles that rule Ideame, which are hereby incorporated by reference, and if applicable, must also agree to be bound by the Particular Terms and Conditions for Creators (available at http://www.idea.me/terms-conditions) and/or the Particular Terms and Conditions for Backers (available at http://www.idea.me/terms-conditions).

ANYONE WHO FAILS TO ACCEPT THESE TERMS OF USE AND THE APPLICABLE PARTICULAR CONDITIONS, ALL OF WHICH ARE OBLIGATORY AND BINDING, WILL HAVE TO ABSTAIN FROM USING THE WEBSITE AND/OR ANY OTHER SERVICES PROVIDED BY THE COMPANY.

The User must read, understand and accept all the conditions laid down in the Terms of Use and other documents incorporated by reference in them, before registering as a User of Ideame.

A. Capacity

By accepting the Terms of Use, the User declares that he:

Has read and understood the Terms of Use

Is a person with legal capacity according to his country’s legislation, for the full validity, effectiveness and practical usefulness of every and each one of the provisions of the Terms of Use.

Is subject to all the obligations laid down in the Terms of Use.

The very fact of browsing and/or using the Website by an individual makes him a User (“The User”) and implies acceptance of these Terms of Use in every and each of its parts. Consequently, no services from the Website may be hired or used by persons who are not capable of hiring, are minors, and/or individuals who have been suspended or banned by the Company and/or the Local Operator to use the Website.

B. Modifications

The User is responsible for reading attentively and comprehensively these Terms of Use each time he accesses the Website since changes may be introduced anytime.

The Company reserves the right, at its sole discretion, to modify or replace these Terms of Use anytime, or suspend, change or end the service, by posting the changes on the Website. All changes will be notified 10 (ten) days prior to their effectiveness. In case the User disagrees with the changes, during that 10-day period, the User must communicate it through an email to contacto@idea.me. In that case, the contractual relationship will dissolve and the User will be disabled as such. After this period expires, the User will be considered to have accepted the new Terms of Use which will rule the contractual relationship thereafter.

The Company reserves the right to anytime and without previous notice, make changes or updates of its contents and services in general, as well of any design or configuration of the Website.

C. Conditions of Use

1. Website Access.

Website Access is free, except for the cost of connection through a telecommunications network provided by the Internet Service Provider (ISP) hired by the User, which will be at the exclusive expense of the User.

2. Necessity of Registration

As a general rule, accessing the contents in the Website will need no registration from the User. However, the use of certain services will need a previous registration from the User, who will have to complete all fields of the registration form with valid data (“Registered User”). The User who decides to become a Registered User must verify that the information provided to Ideame with registration purposes is exact, precise and true (“Personal Data”); at the same time the User will assume the responsibility of updating Personal Data whenever it becomes necessary. The Company and/or the Local Operator may use different ways to identify Registered Users, but neither the Company nor the Local Operator will be held responsible for the authenticity of the Personal Data provided by the Registered Users. The Registered Users warrant and are held responsible, in any case, for the truthfulness, accuracy, validity and authenticity of the Personal Data provided to the Company and/or the Local Operator.

The Registered User may register as Creator User (“Creator”), who registers with the intention of uploading, registering, incorporating and/or submitting a Project (“Project”) through the procedures and mechanisms, and following, in full compliance, the Particular Terms and Conditions for Creators (“Particular Terms and Conditions for Creators”), available at http://www.idea.me/terms-conditions, that become applicable considering the contractual relationship each Creator concludes with the Local Operator of its corresponding jurisdiction, which will be published on the Website managed by that Local Operator.

Likewise, the Registered User may register as Backer User (“Backer”), who registers to be authorized and have the possibility to make contributions (“Contributions”) to the Projects submitted by Creators, and eventually receive rewards in exchange (“Rewards”), for which purpose the Backer must accept the Particular Terms and Conditions for Backers (“Particular Terms and Conditions for Backers “) available at http://www.idea.me/terms-conditions).

The Terms of Use will be applicable for Users and Registered Users as well; however the relationship with the latter will also be ruled by the applicable Particular Terms and Conditions.

3. Obligation to Keep Personal Data Updated

Personal Data provided by Registered Users on the Website must be accurate, actual and truthful at all times. The Company and/or the corresponding Local Operator reserve the right to require proof and/or additional data in order to validate Personal Data and to suspend temporarily and/or forever the Registered Users whose Data cannot be validated. Termination of services or disqualification of a Registered User comprehends the disqualification of all his or her Projects published, without implying any right to compensation or redress.

4. Access to Personal Account and Confidentiality Obligation Regarding Security Password.

To become a Registered User, the User will have a personal account (“Account”) where he will enter his name and surname and the chosen personal security password (“Security Password”). This Security Password is personal and non-transferable. The Registered User will in any case be responsible of all damages, injuries or detriments resulting from the lack of compliance with this confidentiality obligation for any reason.

The Account is personal, unique and non-transferrable, and it is forbidden for a Registered User to register or own more than one Account. In case the Company and/or the corresponding Local Operator detect different Accounts having coincident or related data, they will cancel, suspend or terminate them acting in their own discretion, being this enough reason to disqualify the Registered User, including his original Account. The Registered User will be held responsible for all operations performed from the Account, since the access to it is restricted by the use of the Security Password, whose confidentiality is the sole responsibility of the Registered User. The Registered User will, according to the case, notify the Company and the Local Operator, in a timely, reliable, effective and efficient way, of any unauthorized use of the Account by third parties, as well as of any other known account-related security breach.It is forbidden to sell, license, or transfer the Account under any title, whether free of charge or not.

The Company and/or the corresponding Local Operator reserve the right to reject any registration application or to terminate a previously accepted registration, when, acting in their own discretion, they consider that there has not been full compliance of all the conditions laid down in the Terms of Use or in the Particular Terms and Conditions for Creators and/or Backers, without being obliged to communicate or explain the reasons for such decision, and without implying any right to compensation or redress to the Registered User involved.

5. General Rules for the Use of the Website

The services offered in the Website are for the exclusive use of legal adults.

The User and/or the Registered User declare, warrant and represent that they are of the legal age to formalize a binding, fully valid and effective contract, and that all the registration information is accurate, truthful and updated.

The Company and/or the corresponding Local Operator reserve the right to terminate the Account of Registered Users whose legal age is doubtful.

The User and/or the Registered User accept to use the Website and all its contents and services in accordance with the law, the moral standards, the public order, and the Terms of Use and the Particular Terms and Conditions applicable in each case. Likewise, they are obliged to make an adequate use of the services and/or contents of the Website and not to use them in activities that are illegal or constitute a criminal offence, that harm third-parties’ rights and/or violate regulation on intellectual and industrial property, or any other rules of the legal order that might be applicable and, especially the good faith principle that obliges to act loyally, correctly and honestly during the preliminary exchanges as well as in the celebration and execution of any contract. As a consequence of the preceding, the User will refrain from disseminating, transmitting, submitting or putting at disposal of third parties any kind of material and information (data, contents, messages, drawings, sound and image files, photos, software, etc.) that are against the law, the moral standards, the public order, the Terms of Use and the Particular Terms and Conditions applicable in each case.

Including, but not limited to, and in no restriction or exclusion in any case, the User and/or the Registered User agree not to:

(a) Introduce or spread racist or xenophobic content or propaganda or, in general, content that is discriminatory, pornographic, of incitement of terrorist acts or that is offensive to, violate or might violate human rights.
(b) Introduce or spread in the network data programs (viruses and harmful software) which might cause damage to Ideame's computer systems, its suppliers or, in general, any third party users of the internet.
(c) Distribute, transmit or make available to third parties any type of information, element or content that could infringe fundamental rights and public freedoms granted in the local Constitutions and in International Treaties.
(d) Not to distribute, transmit or make available to third parties any kind of information, element or content that could constitute illicit or unfair advertising.
(e) Transmit unsolicited or unauthorized advertising or promotional material, including spam, chain letters, pyramid schemes, or any form of solicitation, except in those areas (such as commercial spaces) that have been exclusively dedicated by The Company and/or the corresponding Local Operator and expressed in a due and timely communication on the Website.
(f) Post or disseminate any false, ambiguous or inaccurate information and content, or any content that misleads the recipients of such information.
(g) Distribute, transmit or make available to third parties any type of information, element or content that implies a violation of intellectual and industrial property, patents, trademarks or copyright corresponding to the Company or to third parties
(h) Distribute, transmit or make available to third parties any type of information, element or content that implies a violation of secrecy of communications and personal data legislation, and, in general, all laws regulating protection and promotion of respect to privacy and intimacy of individuals and their families.

The User and/or the Registered User agree to hold the Company and/or the corresponding Local Operator Harmless On account of any possible claim, fine, penalty or sanction or compensation that could result from the non-fulfillment of the User of any of the aforementioned rules of use. The Company reserves the right to claim corresponding damage compensation. The Company and/or the corresponding Local Operator reserve the right to terminate the Account of those Registered Users that make inappropriate use of the Website or do not respect observations and prohibitions foreseen in these Terms of Use and the Particular Terms and Conditions applicable in each case.

6. Responsibility Of Ideame and /or the Corresponding Local Operator

As Ideame and/or the corresponding Local Operator only make available to the Users a virtual space that allows Creators to make their Projects available to Backers through the internet,

(a) The Company and/or the corresponding Local Operator Accept no responsibility with regard to updating the Website, particularly concerning contents or information, nor do they warrant that the information published on the Website is precise or complete. Thus, each User will be responsible of confirming that the information published on the Website is precise and complete before making any decisions related to any service or content posted on it.
(b) The User’s Access to the Website does not imply the Company and/or the corresponding Local Operator have the obligation of informing, controlling or performing any other action concerning the presence or absence of virus, worms or any other harmful computer science element. The Users will not accuse the Company and/or the corresponding Local Operator of the damages resulting from technical problems or system or internet failures,nor will for any reason claim compensation from such situations.
(c) The Company and/or the corresponding Local Operator do not guarantee access and continuous and uninterrupted use of the Website. The Website may occasionally be unavailable due to technical problems or internet failure, or to any other circumstance beyond the Company’s control, which are not the responsibility of the Company and/or the corresponding Local Operator. In such cases, best efforts will be made to make the system available as soon as possible, and neither the Company nor the corresponding Local Operator will be liable for any such problems. The Company and/or the corresponding Local Operator will not be held responsible for any mistake or omission in the Website’s contents.
(d) The User is responsible, in any case, for having and using the suitable tools to detect and disinfect harmful computer programs.
(e) The Company and/or the corresponding Local Operator do not assume liability for damages of any kind incurred by the User resulting from failure or outage of telecommunications networks which may result in the suspension, cancellation or interruption of the Website service, during or prior to its provision.
(f) The Company and/or the corresponding Local Operator will not be held responsible for the actions of the Creators who upload their Projects on the Website. The Company and/or the corresponding Local Operator have no ownership rights on the published Projects, nor do they offer them on sale. The Company and/or the corresponding Local Operator do not become involved in the delivery of Rewards by the Creators nor in the characteristics laid out by them for such Rewards, and thus will not be responsible for the existence, quality, quantity, availability, condition, integrity, legitimacy or delivery terms of the Rewards offered, as well as for the Creators’ capacity for hiring or for the truthfulness of the Personal Data submitted by them. The Creator knows and accepts to be the sole responsible for the Projects he publishes and declares there is no restriction and/or that he has the necessary permission for publishing the Projects. Likewise, Ideame and/or the corresponding Local Operator do not become involved in the delivery of Contributions by the Backers, for which reason they will not be responsible for the existence, origin, quality, condition, integrity or legitimacy of the Contributions, as well as for the Backers’ capacity for hiring or for the truthfulness of the Personal Data submitted by them.

Due to the fact that the Company and/or the corresponding Local Operator do not have any participation during the period when the Project is published, disseminated, promoted or advertised with the aim of raising funds, they will not be responsible for the effective implementation of the Rewards offered by Creators.The User knows and accepts that whenever he operates with other user or with third parties he does it at his own risk. In no case will the Company be held responsible for loss of profits, or for any other damage the User might suffer due to the Projects published through Ideame.

As the Website is a meeting place for Creators and Backers, and considering neither the Company nor the corresponding Local Operator participate in the exchanges they make, the Creator will be responsible for all taxes regarding Project and Rewards offered, and the Company and/or the corresponding Local Operator will not be held liable for noncompliance with those obligations.

The Company and/or the corresponding Local Operator reserve the right to cancel Projects promoted through the Website without notice, for any reason, acting in their own discretion, when they consider that there has not been full compliance of all the conditions laid down in the Terms of Use or in the Particular Terms and Conditions for Creators and/or Backers.

7. Contents and Services Linked Through the Website.

The Website access service may include technical link devices, directories or even search tools that allow the User to access other Websites and internet portals (“Linked Websites”). In such cases, the Company and/or the corresponding Local Operator will only be held responsible for the contents and services provided in Linked Websites to the extent of their being effectively aware of any illegality and not deactivating the link with all due diligence.

In case the User considers there is a Linked Website with illicit or inappropriate content, he may communicate the Company and/or the corresponding Local Operator, although in no case does such notification impose an obligation to the Company and/or the corresponding Local Operator to remove that link.

In no case, the existence of Linked Websites must presume the existence of agreements with the holders of such websites, nor the recommendation, promotion or identification of Ideame and/or the corresponding Local Operator with the statements, content or services provided by those websites.

The Company and/or the corresponding Local Operator ignore the contents and services of linked websites and therefore are not liable for damage caused by the unlawfulness, quality, failure to update, unavailability, error and uselessness of the contents and/or services of the Linked Websites Or any other damage that is not directly attributable to the Company and/or the corresponding Local Operator.

8. Intellectual and Industrial Property.

All contents of the Website, included, but not limited to, texts, photographs, graphics, images, icons, technology, software, links and other audiovisual or audio content, as well as graphic design and source codes, are the intellectual property of the Company or third parties, and none of the exploitation rights recognized by intellectual property laws over such contents shall be deemed to have been assigned to the User. Likewise, brands, commercial names or logos are the property of the Company or third parties, without it being understood that access to the Website gives the User any right to them.

The Creator represents and warrants that the Projects he publishes on the Website will only be original works, created by him, and that in no way they are copies or reproductions that violate intellectual property rights of third parties. The Company and/or the corresponding Local Operator will be able to terminate the Accounts of Registered Users that violate any intellectual property right of third parties. If the Company and/or the corresponding Local Operator become aware of such a violation of rights, they will delete the illegal material in compliance with the intellectual and industrial property laws in force. The Company and/or the corresponding Local Operator will not acquire any property rights on the content of the Projects submitted by the Creators on the Website. However, the Creator grants the Company and the corresponding Local Operator, a free worldwide non-exclusive license, for the maximum legal protection period available, which allows them to publicly communicate, reproduce, distribute and transform the content of the Project so as to provide the service. Any interference, attempt, violation or illegal activity infringing the intellectual property right laws and/or the prohibitions laid down in the Terms of Use will make the User face the applicable legal consequences and the sanctions foreseen by these Terms of Use, as well as being held responsible for compensating damages caused.

9. Sanctions

Without prejudice to other measures, the Company and/or the corresponding Local Operator, will be able to warn, temporarily suspend or terminate forever the Account of a Registered User, take relevant actions and/or suspend the services provided, if (a) there is infringement or violation of any law, or of any of the terms laid down in the Terms of Use, other Ideame Policies and/or the Particular Terms and Conditions for Creators and/or Backers; (b) the Registered User does not comply with his obligations as such; (c) the Registered User’s identity cannot be verified or any information provided by him is false; or (d) if, in the opinion of Ideame, there have been malicious or fraudulent behaviors or actions. In case of suspension or termination of a Creator’s Account, all related Projects will be removed from the Website.

10. Indemnity

The User will indemnify and hold harmless the Company and/or the corresponding Local Operator, its branches, controlling and controlled firms, directors, administrators, representatives and employees, from any claim or demand from other Users or third parties arising from his activities on the Website or from the non compliance of the Terms of Use, the other Policies understood to be incorporated in the present document and/or the Particular Terms and Conditions for Creators and/or Backers, including reasonable attorneys' fees.

D. Null and Void Clauses

If any clause included in the Terms of Use were total or partially declared void or inefficient in any of the jurisdictions where the Company operates, such voidance or inefficiency will only affect the involved clause or the part of it that is void or inefficient, whereas the rest of the Terms of Use will remain effective, being that clause totally or partially not included or not applicable in the aforementioned jurisdiction.

E. Privacy Information.

In order to make use of the Services offered by Ideame and/or the corresponding Local Operator, those Users who want to become Registered Users must provide certain personal data and give consent to the website to make use of them. Their personal information is processed and stored in servers or in magnetic media with high security standards and physical and technological protection. For more information on Personal Data privacy and the cases when personal information might be disclosed, the User must read our Privacy Policies available at http://www.idea.me/privacy.

F. Scope of Ideame Services

This agreement does not create any partnership agreement, mandate contract, franchise arrangement or employment relationship between the User and the Company and/or the corresponding Local Operator. The User recognizes and accepts that the Company and/or the corresponding Local Operators Do not have a stake in any operation nor have any kind of control on the quality, safety or legality of the published Projects and the truthfulness or accuracy of their characteristics. The Company and/or the corresponding Local Operator cannot ensure that a Creator will complete the published Project and deliver the Rewards promised nor can they verify the identity of the Registered Users or their Personal Data. The Company and/or the corresponding Local Operator do not warrant the truthfulness of advertisements submitted by third parties to the Website and will not be liable for exchanges and/or contracts that the User concludes with the mentioned third parties or with other Users.

G. Frequently Asked Questions.

Answers to Frequently Asked Questions related to the Creators or Backers’ participation are a generic description with general information purposes. Answers to Frequently Asked Questions make no reference to all possible legal, tax, money exchange consequences related with the Creators or Backers’ participation in a Project. Answers to Frequently Asked Questions do not imply in any way legal or tax advice from the Company and/or the corresponding Local Operator. These Terms of Use, as well as the Particular Terms and Conditions applicable in any case will always prevail over the content related to Frequently Asked Questions.

H. Applicable Laws and Competent Jurisdiction.

These Terms of Use shall be governed by and construed in accordance with the laws of each jurisdiction where Ideame operates. The Company and/or the corresponding Local Operator, and the User may submit any dispute that arises from the provision of goods or services comprehended by these Terms of Use, to the Courts or any other Public Federal or State Authority Where the Company and/or the corresponding Local Operators have their legal domicile, unless legally provided otherwise.

Local Operatorsof www.idea.me

Argentina: IDEAME ARGENTINA S.R.L, Juana Manso 205 Piso 7, Ciudad Autónoma de Buenos Aires. CUIT: 30-71194664-7

Chile: IDEAME CHILE SpA, Avda. Los Conquistadores 1700 Piso 27, Región Metropolitana, Santiago de Chile. RUT: 76151445-8

México: IDEAMEME S. DE. R. L. DE C.V. Monte Stanovoi 205, Lomas de Chapultepec, Distrito Federal. RFC: IDE1107182G8

Brasil: IDEAME SERVICIOS DE INTERNET LTDA., Avenida Brigadeiro Faria Lima, 1355, 18º Andar, sala J, Pinheiros, São Paulo. CEP: 01452-919. CNPJ: 14.202.753/0001-94

###PARTICULAR TERMS AND CONDITIONS FOR CREATORS

The following Particular Terms and Contract Conditions for Creators (“Particular Terms and Conditions for Creators”) regulate the rights and obligations of the Creator User, (“The Creator”, as defined below), in the use of the Website www.idea.me (“The Website” or “Ideame”), as well as his relationship with Ideame, LLC (“The Company”), as owner of the Website, and with the Local Operator (“The Local Operator”, as defined below).

The Website is operated in each jurisdiction by the corresponding Local Operator, who will be the holder and solely responsible for the legal relationship with all the Creators of his respective jurisdiction.

####1. DEFINITIONS

Creator: any individual who registers on the Website with the intention of uploading, registering, incorporating and/or submitting a Project (“Project”, as defined below) through set procedures and mechanisms, and following, in full compliance, the Terms of Use of the Website, available at http://www.idea.me/terms-conditions, and these Particular Terms and Conditions for Creators. The Creator represents and warrants that he has capacity and knowledge enough to develop the Projects he will publish at Ideame, as well as enough knowledge of the Website’s operation.
Backer: any individual who registers on the Website with the intention of being authorized and having the possibility to make money contributions to the Projects submitted by Creators, (“Contributions”) through the Website.
Project: This is the name for the Creator’s start up that is online for a limited time and aims to obtain a unique result in the artistic, social, design, invention or any other type of creative area, and is suitable to be introduced and disseminated through the Website.
All or Nothing Projects (Fixed): Those Projects in which the Project Creator must reach 100% or more of their Economic Objective upon finishing their Funding Period, to be able to receive the money. Otherwise, all of the money collected up to this moment will be refunded to the Backers that had contributed on the Project.
Everything Counts Projects (Flexible): Those Projects in which the Project Creator does not have a minimum to collect upon ending the Funding Period in order to receive the money collected. They set an Economic Objective as a reference for a complete project, and plan alternative uses of the money for 25%, 50%, and 75% in case they do not reach the total.
Website or Ideame: This is the Website www.idea.me operated by the Company and the Local Operators, where the Creators may publish and disseminate their Projects, so as to collect the Contributions that will allow their development.
Economic Objective: is the amount of Contributions that the Creator establishes as the amount necessary for the execution of their Project.
Funding Period: is the window of time that a Creator has to collect Contributions for their Project.
Contributions: Sums of money contributed by the Backers to the Creators, through the Ideame, for the development of Projects. In some cases, these contributions will initially be taken as “pledges”, where they are taken as the intention of contributing on a project, and then actually collecting such payments at the moment the project reaches 100% of its economic objective (in the case of All or Nothing Projects).
Rewards: Non-Monetary rewards offered and delivered by the Creator to the Backers who make certain Contributions.

####2. PROCEDURE, RIGHTS AND OBLIGATIONS

In order to obtain the necessary Contributions to finance a Project through the Website, the following procedure will have to be strictly followed, complying with all and every one of the steps and requirements:

(a) Create an Account on the Website: Accept applicable regulations. The individual must register as a Creator on the Website providing the following data: Name, Surname, Username (optional), e-mail address, Address (including Country and City), ID number, Date of Birth, TAX ID number, Telephone number, Banking Data, PayPal Account and references. Likewise, the Creator must accept in full compliance, and respect at every time, the General Terms of Use of the Website, its Privacy Policies, these Particular Terms and Conditions for Creators and the Terms and Conditions and all regulations of Mercado Pago (as set at http://bit.ly/pWGPOd) and of PayPal (as set at www.paypal.com).

(b) Presentation of a Project:

(i) To start a Project at Ideame, the Creator must define the type of fundraising to be used in the Project. The possible ways are:

“All-or-Nothing” (recommended option for Projects with a clear beginning and end): the Creator must raise 100% or more of his Economic Goal by the end of the established period for Contributions (“Funding Period”) to be able to cash the money. If this does not happen, all the money collected so far will be refunded to the corresponding Backers.
“Everything Helps” (option recommended for social projects or startups): the Creator must establish an Economic Objective for the complete project and also alternative plans if he/she reaches 25%, 50% and 75%, since he/she will be able to cash all the money collected, even if it does not match 100% of his goal.

(ii) Then, the Creator must upload his Project onto the Website, where he must:

name the Project, providing a short summary of it;
describe the Project in detail including sketches, images, prototypes, etc. to support the idea;
define the Economic Goal based on the Project’s Budget;
define category
determine the Funding Period;
list Rewards (which may not be shares, profit sharing, coupons or discounts, and also, in the case of “Everything Helps”, may not be related to the Project’s execution);
supply a video of the presentation and visual support material.

(iii) Funding Period will depend on the type of fundraising chosen:

All-or-Nothing: Minimum period of 20 (twenty) days and maximum period of 65 (sixty-five) days
Everything Helps: Minimum period of 7 (seven) days and maximum period of 65 (sixty-five) days

(iv) Once the Project is submitted, the type of fundraising, the economic goal, the funding period and the Rewards already chosen by a Backer may not be modified.

(c) Creation of an Account in an Authorized Electronic Payment System:

Once the Project is submitted and it is checked that it complies with the Project requirements and guidelines, the Company and/or the Local Operator enable the Ideame account where the Contributions will be collected during the Project’s Funding Period in any of the following electronic payment systems:

(i) Mercado Pago: Once the Project is submitted, the Company and/or the Local Operator will enable the Ideame account at Mercado Pago to be custodian of the contributions until the campaign is finalized, and that also will imply the acceptance of all Terms, Conditions, Commissions and other regulations of Mercado Pago.

The means of payment for Mercado Pago, can be used in the following cases:

Mercado Pago:

Argentina: For local payments in cash and with credit or debit card.
Mexico: For local payments in cash
Colombia: For local payments in cash and credit card, for international payments with credit card
Chile: For local payments in cash, debit or credit card

(ii) Paypal: In this case, the Creator must create/ have an account in PayPal under its own name, which should be verified according to PayPal’s Terms and Conditions, Commissions and other regulations stated by the Payment Provider (published in their website: www.paypal.com). The Creator upon submission of the Project must provide this account to the Company and/or Local Operator. This account will be used as a “secondary” account associated to the “primary” account managed by the Company and/or Local Operator under the “Pre-Approved Delayed Chained Payments” model. In this model, all Contributions will be considered as “pledges”, and the Backers debit/credit card will be “pre-approved” in case they pass the validation process done by PayPal. However, they will only be charged for the full Contribution amount once the Creator has reached his/her Economic Objective (100% for All or Nothing Project, and no minimum percentage for Everything Counts Projects). Nevertheless, even if the Contributions have been accredited, prior commission withdrawal, into the “secondary” account, the Creator will not have the funds available until they are released by the “primary” account, according to what is mentioned in Section 2 (f) (iii). Additionally, in order to control to the “primary” account over the “secondary”, the Creator will grant the Company an irrevocable mandate which will be understood as celebrated by the very fact of accepting these Particular Terms and Conditions for Creators, whose purpose is to enable the Company manage the Creator’s Account in the chosen electronic payment system up to 60 (sixty) days after the established Funding Period is over. These Means of payment used for Contributions are:

Local and International Credit Card Payments:

Brazil
Mexico
USA
Uruguay

Local Debit Payments:

Mexico

International Credit Card Payments:

Argentina
Chile

(d) Publishing of Project: Once the Project is uploaded it will be sent for publication and the projects team will make sure it complies with Project guidelines and these Terms of Use. If all requirements are met, it will be published on the Website, thus initiating the Fundraising Period.

Ten percent Policy: Initially, all Projects are published privately on the Website, which implies that they can only be reached, and receive contributions, through its URL (Project’s weblink) that the Creator will have to disseminate among his contacts first. Once the Project has obtained a 10 % of the expected goal, it will become visible to all Users of the Website at http://www.idea.me/proyectos.

(e) Commissions:

(i) Dissemination of a Project is free, but if 100% or more of the Fundraising goal is reached during the Funding Period (including Period of Processing Payments), the Creator will be subject to the payment of two types of Commissions to:

Local Operator for Advertising Services: The corresponding Local Operator will be entitled to receive a commission for their services, equivalent to $1.000 + 10% (ten percent) plus VAT, for Argentina, other countries will be charged USD 25 (in local currency at the exchange rate of project closure) + 10% + VAT of the total amount of Contributions raised by the Creator.
Electronic Payment System Providers: Depending on the electronic payment system provider used in each country, payment management commissions will be discounted and the corresponding commissions will be charged.
- MercadoPago Argentina: 5.38% of the total proceeds (including taxes).
- MercadoPago Chile: 5.34% of the total proceeds (including taxes).
- MercadoPago Colombia: 5.99% of the total proceeds (including VAT) + 3.72% if the transaction is made with credit card.
- MercadoPago Mexico: 5.74% of the total proceeds (including taxes).
- PayPal (except Brazil & Mexico): 3.5% + USD$0.30 per transaction (including taxes).
- PayPal Brasil: 4.5% + taxes
- PayPal Mexico: 4.64% (including taxes) + 4.64 MXN per transaction (including taxes).
- Bitpay: 1% total

(ii) The commission's detailed on section 2 (e) (i) (a) will be charged by the Local Operator, as mentioned in the following points, and will issue an invoice to the Creator’s name. If this invoice is electronic, it will be automatically sent to the email address provided by the Creator. If not, it will be mailed to his legal domicile. In relation with Contributions accredited in Mercado Pago and/or PayPal systems, the commissions are directly sent to the “primary” accounts of the Company and/or Local Operator by PayPal and/or Mercado Pago, accordingly to the amounts to be charge per each Contribution received.

(iii) The corresponding electronic payment system provider will also deduct credit card payment processing fees and bank transfers charges, as well as their own commissions as soon as each Contribution is accredited.

(f) Collection or Refund of the Money Raised:

(i). Once the corresponding percentage of the Economic Objective is reached (100% in the case of All or Nothing Projects and no minimum for Everything Counts Projects) or the Funding Period is complete, what happens first, a period of 5 days begins during which the verification and checking of payments are processed (the “Period of Processing Payments”), and attempts are made to fix any inconvenience produced with the charge of Contributions. In particular, in the case of PayPal accounts, according to the method of simply pre-approving the Contributions it is possible that a certain percentage of the pledges are not effective at the moment of executing the charge, which can implicate that a Project has not reached its Economic Objective despite that it initially seemed it had. For this and other cases, the Period of Processing Payments functions as a grace period for the Creators, during which they can continue to receive Contributions, only from the Backers from whom they had failed to collect the pledges in order to reach the Economic Objective, in case they had not yet reached it.

(ii). Once the Period of Processing Payments expires, for those projects that have reached the corresponding percentage of the Economic Objective (100% in the case of All or Nothing Projects and no minimum for Everything Counts Projects), payment is done as follows: a period of 20 (twenty) business days begins during which the crediting of the Contributions of the Backer accounts are processed (the “Period of Accreditation of Payments”), previously discounted from the commission of the corresponding Local Operator, and the commissions for processing the payments by credit card, the prevailing commissions of selected means of payments, and the transfer charges. Secondly, there are two windows in the month where payments are done: a) from 10th to 15th and b) from 25th to 30th. If the project is finalized from the 1st to the 15th, payment is done in the first window of payments the next month. If the project is finalized from the 16th until the 31st, the payment is done in the second window of payments. Notwithstanding this accreditation, the funds accredited to the Creators accounts will be blocked and will not be at the disposition of the Creator, until they are released by the Company or Local Operator.

(iii). Once the Period of Accreditation of Payments ends, the Company or Local Operator orders the corresponding Payment Provider to release the funds credited in favor of the Creator, as established in the following: a) MercadoPago: a transfer is executed from the account of Ideame towards the Local bank, and from that account to the bank account indicated by the Creator at the moment of publishing their project. b) PayPal: PayPal is notified that from this time the Creator has free availability of the funds credited to the PayPal account indicated by the Creator at the moment of publishing their project. c) Bitpay: a transfer is executed to the Creator bank account or PayPal account.

(iv). Additionally, the Company and/or Local Operator will send an email to the address registered by the Creator, the Project Summary with a breakdown of the total collected according to the Payment Providers in the corresponding currencies, the discount and costs of the commissions, and the commissions of the Company and/or Local Operator.

(v). In the case that, once the Period of Processing Payments is complete, the corresponding Economic Objective has not been reached (only for All or Nothing projects that have not reached 100% of the Economic Objective), the corresponding Local Operator will instruct the Payment Provider selected for the refund or unlock the Contributions received or pre-approved, to the corresponding Backers, in a period of no more than 15 (fifteen) business days after the end of the Collection Period, and through the same payment method originally used:

Credit Card: the amount will be refunded to the credit card as account credit (in some cases of PayPal, there will be no return because there was no original charge executed, but only the pre-approval). For contributions made through PayPal to a project in Mexico, the returns are made to the PayPal accounts of the Backers, for both the local and international contributions. In case there is not an account, the Company pre-registers an account with the same email used for the Website registration.
Cash: The amount will be refunded to the Mercado Pago account used by the Backer. In case he has no account, the Company pre-registers an account with the same email address used for Website registration. To recover the money, the Backer must register with this email address and will have this money available in the online account. Likewise, he will be able to make a bank transfer to his account at no cost.

(g) Refunds, Charge Backs, Rejections:

(i) In case any of the Backers performed a cancellation, chargeback, rejection and/or any other claim concerning the Contributions made for a Project through any of the chosen electronic payment services providers (Mercado Pago, PayPal and/or Bitpay), those amounts will be discounted from the sums the corresponding Local Operator must release to the Creator.

(ii) In case there were not enough funds in that account because the payment of funds had already been made to the Creator, the Creator will have to deposit such amounts in the account used to raise his Project’s funds in a period no longer than 48 hours after receiving the requirement from the corresponding Local Operator.

(iii) Also, in case of refunds, charge backs or rejections enough to push the raised funds below the required limit, the corresponding Local Operator reserves the right to declare the Project unsuccessful, obliging the Creator to refund the Contributions to each of the Backers of the Project.

(h) Delivery of Rewards: The Creator will offer Rewards to the Backers that contribute to his Project. These Rewards must comply with all applicable laws in each jurisdiction, the Terms of Use and these Particular Terms and Conditions for Creators. The Creator whose Project has resulted completely financed through the Website or who has chosen the “Everything Helps” type of Project will have the obligation, as of the moment of receiving the Contributions raised, of giving out the Rewards detailed in the Project. This must be done strictly as described in the Rewards chapter of the Project by the Creator, in full accordance with the description provided when promoting the Project. The deadline for the delivery of Rewards must be met as described in each Project. The Rewards handed out to the Backers by the Creators must be exactly as described in the Project in their most relevant characteristics and conditions.

(i) Purpose of the Funds Raised: The Creator declares, warrants and accepts that the Contributions raised through the Website can only be used to accomplish the purposes described in the Project published on the Website and for no other purposes or Project.

(j) Responsibility of Creator: The Creator is and will be the only and exclusive individual accountable for the compliance with all tax requirements applicable to Contributions raised and Rewards given, as well as for all requirements in existing labor legislation concerning his self employment, or any other type of business organization chosen by him, and concerning his employees and suppliers as well. The Creator agrees to release and indemnify the Company and/or the corresponding Local Operator for any responsibility resulting from tax-related or labor claims related to the Contributions collected for the Project or to Rewards handed out. In case of non compliance with any obligation by the Creator, he will be accountable to the Backers, The Company and its Local Operator for damages resulting from his actions.

(k) Withdrawal of an Already Submitted Project: The Creator of an already submitted Project who decides to give up its development for any reason will be able to cancel the Fundraising and terminate the contract with the corresponding Local Operator. In such a situation, the Creator must inform his decision to the following email address; creadores@idea.me. No fee will be charged to the Creator, and the Backers will receive a refund of the amounts deposited through the same electronic payment system used to contribute. In case the Creator has already received the Contributions for his Project, he will be able to withdraw it only after making the full refund of the amounts deposited by the Backers, and through the same electronic payment system they used to contribute, or as he individually agrees with each Backer, indemnifying the Company and/or the Local Operator in case of any claim for non compliance.

(l) Cancellation of Projects: The Company and/or the corresponding Local Operator reserve the right to cancel a previously accepted Project when the Creator does not comply with any of the conditions laid down in the Terms of Use or in these Particular Terms and Conditions for Creators. This cancellation may take place even if the Project has already been published on the Website.

(m) Miscellaneous: The Company and/or the corresponding Local Operator do not warrant the correct functioning of Mercado Pago, PayPal, Bitpay or any other electronic payment services provider. Additionally, the Company and/or the corresponding Local Operator cannot warrant the complete reception of a Contribution made by a Backer since it might happen that the credit card used for the Contribution is cancelled, or requires additional incomplete validations resulting in the cancellation of the transaction. The Creator accepts and understands that the transaction process is performed through third-party platforms and that their actions and uses are regulated by their own conditions. The Creator will be the only responsible for the payment of fees and taxes resulting from the use he makes of the Website, as well as the commissions due to the entities through which the Backers’ Contributions are processed. For any information about the service, the Creator may contact the Company by email to pagos@idea.me

####3. INTELECTUAL PROPERTY OF THE PROJECT

####4. LOCAL OPERATORS The contractual relationship of each Creator will be established with the Local Operator corresponding to the jurisdiction of his legal domicile, who will provide advertising services and invoice him for due commissions. The Local Operators of the Website are:

For the whole territory of Argentina, the Local Operator is IDEAME ARGENTINA S.R.L., with registered offices in Honduras 5522, 2nd floor, Ciudad de Buenos Aires, Argentina, email: ideameargentina@idea.me;
For the whole territory of Chile, the Local Operator is IDEAME CHILE SpA, with registered offices in Avda. Los Conquistadores 1700, 27th floor, Santiago, Región Metropolitana, email: ideamechile@idea.me;
For the whole territory of Mexico, the Local Operator is IDEAME S. DE. R. L. DE C.V. with registered offices in Monte Stanovoi 205, Lomas de Chapultepec, Distrito Federal, email: ideamemexico@idea.me;
For the whole territory of Brazil, the Local Operator is IDEAME SERVICIOS DE INTERNET LTDA., with registered offices in Avenida Brigadeiro Faria Lima 1355, 18th Floor, sala J, Pinheiros, São Paulo. email: ideamebrasil@idea.me
For the whole territory of Uruguay, and The United States of America, the Operator responsible for providing the service is Ideame LLC, a Delaware limited liability company with registered offices in 1209 Orange Street (c/o Corp. Trust Company), Wilmington, Delaware, USA., email: contacto@idea.me

###PARTICULAR TERMS AND CONDITIONS FOR BACKERS

The following Particular Terms and Contract Conditions for Backers (“Particular Terms and Conditions for Backers”) regulate the rights and obligations of the Backer User, (“The Backer”, as defined below), for the use of the Website www.idea.me (“The Website” or “Ideame”), as well as his relationship with Ideame, LLC (“The Company”), as owner of the Website, and with the Local Operator (“The Local Operator”, as defined below) corresponding to the Creator owner of the Project where the Contributions are made (as defined below).

The Website is operated by the corresponding Local Operator in each jurisdiction, who will be the principal and only one responsible for the contractual relationship with all Project Creators of their respective jurisdiction.

####1. DEFINITIONS

Backer: any individual who registers on the Website with the intention of being authorized and having the possibility to make money contributions (“Contributions”) to the Projects submitted by Creators.
Creator: any individual who registers on the Website with the intention of uploading, registering, incorporating and/or submitting a Project (“Project”, as defined below) through set procedures and mechanisms, and following, in full compliance, the Terms of Use of the Website, and these Particular Terms and Conditions for Creators, all available at Ideame-T&C. The Creator represents and warrants that he has capacity and knowledge enough to develop the Projects he will publish at Ideame, as well as enough knowledge of the Website’s operation.
Project: This is the name for the Creator’s start up that is online for a limited time and aims to obtain a unique result in the artistic, social, design, invention or any other type of creative area, and is suitable to be introduced and disseminated through the Website.
All or Nothing Projects (Fixed): Those Projects in which the Project Creator must reach 100% or more of their Economic Objective upon finishing their Funding Period, to be able to receive the money. Otherwise, all of the money collected up to this moment will be refunded to the Backers that had contributed on the Project.
Everything Counts Projects (Flexible): Those Projects in which the Project Creator does not have a minimum to collect upon ending the Funding Period in order to receive the money collected. They set an Economic Objective as a reference for a complete project, and plan alternative uses of the money for 10%, 25%, 50%, and 75% in case they do not reach the total.
Website: This is the Website www.idea.me operated by the Company and the Local Operators, where the Creators may publish and disseminate their Projects, so as to collect the Contributions that will allow their development.
Economic Objective: is the amount of Contributions that the Creator establishes as the amount necessary for the execution of their Project.
Funding Period: is the window of time that a Creator has to collect Contributions for their Project.
Contributions: Sums of money contributed by the Backers to the Creators, through Ideame, for the development of Projects. In some cases, these contributions will initially be taken as “pledges”, where they are taken as the intention of contributing on a project, and then actually collecting such payments at the moment the project reaches 100% of its economic objective (in the case of All or Nothing Projects).
Rewards: Non-Monetary rewards offered and delivered by the Creator to the Backers who make certain Contributions.

####2. PROCEDURE, RIGHTS AND OBLIGATIONS

In order to make Contributions to finance a Project published and disseminated through the Website, any person interested in doing so will previously have to register as Backer complying with all and every one of the steps and requirements:

(a) Create an Account on the Website: Accept applicable regulations. The individual must register as a Backer on the Website accepting in full compliance, and respecting at every time, the General Terms of Use of the Website, its Privacy Policies and these Particular Terms and Conditions for Backers. For registration, he must provide the following data: Name, Surname, e-mail address, date of birth and nationality, as well as a personal password, unique and non-transferrable.

(b) Choice of Reward in Project: The Backer will choose the Project where he wants to contribute, click on the “I want to Collaborate” button or on the Reward he wants to obtain in exchange for the money he chooses to contribute.

(c) Payment Providers: The Backer will make the Contribution through the electronic payment system corresponding to the country where the Project was created, the country the Backer is from and the chosen payment method (cash or credit card). Those could be Mercado Pago, PayPal or Bitpay, as specified below, which may be reached through links on the Website.

i. The Means of Payment through MercadoPago should be used in the following cases:

MercadoPago:

Argentina: For cash payments and local payments with credit card
Mexico: For cash payments
Colombia: For cash, credit card and debit card payments
Chile: For cash payments and local payments with credit card and debit card

ii. The Means of Payments “PayPal” should be used in the following cases:

Local and International Payments with credit card, for Projects in the following countries:

Brazil
Mexico
USA
Uruguay

Local Payments with debit card for:

Mexico

International payments with credit card, for Projects in the following countries:

Argentina
Chile

(d) Methods of payment of Contributions:

(i). Credit Card

In the case of MercadoPago, the amounts will be debited from the card provided by the Backer at the moment the Contribution becomes effective. In some cases may need extra validations from the Backer imposed by the Payment Provider which the Backer must carry out in 3 to 10 business days accordingly. If the Backer follows these instructions, the charge will be processed, otherwise they will release the funds.

In the case of PayPal, they will operate under the method “Pre-Approved Delayed Chained Payments”, according to which the effective Contributions initially will only be approved as “pledges”, by means of the validation of the Backers’ credit cards, and will only be charged themselves, if so ordered by the Company and/or the Local Operator, once the corresponding Economic Objective is reached. (100% in the case of All or Nothing and from the first donation in Everything Counts Projects).

(ii). Cash: If the payment is by coupon in cash, the amount will be credited to the Project up to 72 (seventy two) working hours after the completion of payment at authorized coupon payment service providers’ offices. All of the coupon payments that are credited after the closing date of the Funding Period of the project and/or that have been paid after their expiration date, will be returned to the Backer or will not be credited in the Project, respectively.

(e) Collection or Refund of Contributions by the Creator:

MercadoPago: a transfer is executed from the account opened in the name of the Creator in which the funds were collected, to the bank account indicated by the Creator at the moment of publishing their project.
PayPal: PayPal is notified that from this time the Creator has free availability of the funds credited to the PayPal account indicated by the Creator at the moment of publishing their project.

(f) Refunds:

(i). In the case that, once the Period of Processing Payments is complete, the corresponding Economic Objective has not been reached (only for All or Nothing projects that have not reached 100% of the Economic Objective), the corresponding Local Operator will instruct the Payment Provider selected for the refund or unlock the Contributions received or pre-approved, to the corresponding Backers, in a period of no more than 15 (fifteen) business days after the end of the Collection Period, and through the same payment method originally used:

Credit Card: the amount will be refunded to the credit card as account credit (in some cases of PayPal, there will be no return because there was no original charge executed, but only the pre-approval). For contributions made through PayPal to a project in Mexico, the returns are made to the PayPal accounts of the Backers, for both the local and international contributions. In case there is not an account, the Company pre-registers an account with the same email used for the Website registration.
Cash: The amount will be refunded to the Mercado Pago account used by the Backer. In case he has no account, the Company pre-registers an account with the same email address used for Website registration. To recover the money, the Backer must register with this email address and will have this money available in the online account. Likewise, he will be able to make a bank transfer to his account at no cost.
Bitcoins: the amount will be refunded in US American Dollars taking amount converted by Bitpay when payment was made. The money will be transferred to a bank account, a PayPal account or using any other method to be agreed with the backer.

(ii) In case Contributions have been made to “Everything Helps” Projects, Contributions will not be refunded under any circumstance and the Backer will have the right to claim the corresponding Rewards.

(g) Receiving Contributions: All Projects -either of the “Everything Counts” or “All-or-Nothing” type- who have met 100% of their economic goal, the Creator will receive the contributions for the development of their Project. In those cases of Everything Counts Projects where financing has been partial, the Contributions will be assigned to the alternative plan established for the raised Contributions

(h) Purpose of Fundraising: The Creator declares, warrants and accepts that the Contributions raised thanks to the Contributions made by Backers can only be used to accomplish the purposes described in the Project published on the Website and for no other purposes or Project.

(i) Refunds, ChargeBacks, Rejected Charges: With the assumption that some of the Backers cancel, annul, Chargeback, discontinue, revise and/or execute some other claim, of the Contributions made for the project, they should be made according to the applicable method. In each case these amounts will be discounted and debited by MercadoPago, PayPal and/or Bitpay of the Creator account, in function of the terms and conditions contracted with these Payment Providers. In case the funds don’t exist in this account, because they have already been withdrawn by the Creator, the Backer should reclaim the funds directly from the Creator.

(j) Rewards: The Creator will offer Rewards to the Backers that contribute to his Project. These Rewards must comply with all applicable laws in each jurisdiction, the Terms of Use, the Particular Terms and Conditions for Creators and these Particular Terms and Conditions for Backers. The Creator whose Project has been considered completely financed because of having been published and disseminated through the Website, or who has chosen the “Everything Helps” type of Project will be obliged, as of the moment of receiving the Contributions raised in his Mercado Pago account or in any other authorized electronic payment service, to give out the Rewards detailed in the Project. The deadline for the delivery of Rewards must be met as described in each Project and/or in the Project’s Updates where progress is informed. The Rewards handed out to the Backers by the Creators must be exactly as described in the Project, in their most relevant characteristics and conditions.

(k) Website Responsibilities: In no case the Company and/or the Local Operator warrant that the goal of a Project will be met during the Fundraising Period.

(l) Withdrawal of an Already Submitted Project: In case the Creator of an already submitted Project decides to give up its development for any reason, he will be able to cancel the Fundraising. If this happens, the Backers will receive a refund of the Contributions through the same payment method used before. In case the Creator has already received the Contributions raised for his Project, he will only be allowed to terminate the Project when he has totally refunded all Contributions to Backers, through the same payment method used before. In case of non-compliance, the Backer has the right to claim the Creator directly for a refund of the amount of the Collaboration.

(m) Cancellation of a Contribution to a Project by a Creator: The Creator has the right to ask for the cancellation and refund of a Contribution made by any Backer. In such a case, the Company will proceed to make the refund according to the procedures corresponding to the method used to make the Contribution. The Creator will be the sole responsible for that decision and in case the Backer has any claim, doubt or suggestion, he must contact the Creator directly.

(n) The Creator Must Publish a List of the Rewards Associated to the Backers’ Contributions on the Website: The Contributions associated to Rewards must be expressed in The Project’s local currency. The Company and/or the corresponding Local Operator do not warrant the proper operation of Mercado Pago or any other authorized payment method. Additionally, the Company and/or the corresponding Local Operator cannot guarantee the complete reception of the Contribution made by a Backer since it might happen that the chosen credit card is rejected and the payment provider blocks the payment to require additional validations. The Backer accepts and understands that the transaction process is performed through third-party platforms and that their actions and uses are regulated by their own conditions, accepted by the Backer when using this method to make the Contribution.

(o) Client Service: For any information about the service, the Backer may contact the Company by email to contacto@idea.me, and for any information or claim on payments to pagos@idea.me

####3. DISCLAIMER

The owner of the Website will not be liable for the use a Creator makes of the Contributions raised once the economic goal is met during the Fundraising Period. The development of the Project will be the sole responsibility of the Creator, once the Contributions made by Backers are received. In case of non-compliance, the Creator will be liable to the Backers, the Company and its Local Operator for the damages caused.

####4. INTELECTUAL PROPERTY OF THE PROJECT

The Company and its corresponding Local Operators do not warrant the Backers the intellectual property of the Projects on behalf of the Creators, being the Creators solely responsible.

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