Website Terms of Use

Introduction

These Terms of Use (the “Terms”) are a binding contract between you and THINKLABS AI INC. (“ThinkLabs” “we” and “us”). Your use of the Site in any way means that you agree to all of these Terms and these Terms will remain in effect while you use the Site. These Terms include the provisions in this document as well as those in the Privacy Policy. Your use of or participation in certain services offered by ThinkLabs may also be subject to additional policies, rules, and/or conditions (“Additional Terms”) which are incorporated herein by reference and you understand and agree that by using or participating in any such services you agree to also comply with these Additional Terms.

Please read these Terms carefully. They cover important information about the Site. These Terms include information about future changes to these Terms, limitations of liability, a class action waiver, and resolution of disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SITE ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING YOU MAY NOT USE OR ACCESS THE SITE IN ANY MANNER.

ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

Will these Terms ever change?

We are constantly trying to improve the Site, so these Terms may need to change along with the Site. We reserve the right to change the Terms at any time. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Site. If you use the Site in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here or in any updated version of the Terms, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

What about my privacy?

ThinkLabs takes the privacy of its users very seriously. For the current ThinkLabs Privacy Policy please click here.

Children’s Online Privacy Protection Act

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, please do not attempt to register for or otherwise use the Site or send us any personal information. If we learn we have collected personal information from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided us personal information, please contact us at contact@thinklabs.ai.

What are the basics of using ThinkLabs?

You represent and warrant that you are an individual of legal age to form a binding contract (or if not you’ve received your parent’s or guardian’s permission to use the Site and have gotten your parent or guardian to agree to these Terms on your behalf).

User Data

Anything that you post, upload, share, store, or otherwise provide through the Site is your “User Data.” You are solely responsible for all of your User Data. You represent that all of your User Data are accurate, complete, up-to-date, and in compliance with all applicable laws, rules, and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Site any User Data that: (i) infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contains sexually explicit content or pornography; (iii) contains hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) depicts animal cruelty or extreme violence towards animals; (vii) promotes fraudulent schemes, multi-level-marketing schemes, get-rich-quick schemes, online gaming and gambling, cash gifting, or any other dubious money-making ventures; or (viii) violates any law.

Data License

You grant us certain rights in your User Data (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Data that are also your personally-identifiable information. For clarity, the following license grants to us do not affect your other ownership or license rights in your User Data, including the right to grant additional licenses to your User Data, unless otherwise agreed in writing.

By submitting User Data, you hereby grant and agree to grant ThinkLabs a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable (through multiple tiers), and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Data in connection with the Site and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third-party websites and feeds). You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. 3 Finally, you understand and agree that ThinkLabs, in performing the required technical steps to provide Site to our users (including you), may need to make changes to your User Data to conform and adapt those User Data to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so

Usage Data

In connection with the Site, you may provide us (in an email or otherwise) with feedback, suggestions, improvements, enhancements, or feature requests relating to the Site (“Feedback”). Additionally, ThinkLabs may collect certain analytics or usage information based on your use of the Site (“Usage Data”). You hereby grant the licenses granted above with respect to User Data, as well as a license to display, perform, and distribute, the Feedback and Usage Data, as well as all other rights necessary to use and exercise all rights in that Feedback and Usage Data in connection with the Site. You agree that the licenses you grant are royalty-free, perpetual, sublicensable (through multiple tiers), transferable, irrevocable, and worldwide.

What about messaging?

As part of the Site or services you may choose to receive from ThinkLabs, you may receive communications through the Site including messages that ThinkLabs sends you (for example via email). If you sign up for an account you will receive a welcome message and instructions on how to stop receiving messages.

Are there restrictions in how I can use the Site?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below) to the Site or otherwise use or interact with the Site in a manner that:

(a) infringes or violates the intellectual property rights or any other rights of anyone else (including ThinkLabs);

(b) violates any law or regulation, including without limitation any applicable export control laws, privacy laws, or any other purpose not reasonably intended by ThinkLabs;

(c) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;

(d) attempts in any manner to obtain the password, account, or other security information from any other user;

(e) violates the security of any computer network, or cracks any passwords or security encryption codes;

(f) runs Maillist, Listserv, any form of auto-responder or “spam” on the Site, or any processes that run or are activated while you are not logged into the Site, or that otherwise interfere with the proper working of the Site (including by placing an unreasonable load on the Site’s infrastructure);

(g) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Site or Content (through use of manual or automated means);

(h) copies or stores any significant portion of the Content; or

(i) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Site.

A violation of any of the foregoing is grounds for termination of your right to use or access the Site.

What are my rights in the Site?

The materials displayed or performed or available on or through the Site, including but not limited to text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Site, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize, or otherwise exploit for any purpose any Content not owned by you (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including ThinkLabs’s) rights.

Subject to these Terms, we grant each user of the Site a worldwide, non-exclusive, non-sublicensable, and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Site. Use, reproduction, modification, distribution, or storage of any Content for any purpose other than using the Site is expressly prohibited without prior written permission from us. You understand that ThinkLabs owns the Site. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Site.

Who is responsible for what I see and do on the Site?

Any information or Content publicly posted or privately transmitted through the Site is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Site. We can’t guarantee the identity of any users with whom you interact in using the Site and are not responsible for which users gain access to the Site.

You are responsible for all Content you contribute, in any manner, to the Site, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

The Site may contain links or connections to third-party websites or services that are not owned or controlled by ThinkLabs. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that ThinkLabs is not responsible for such risks.

If there is a dispute between users and any third party, you agree that ThinkLabs is under no obligation to become involved.

Will ThinkLabs ever change the Site?

We’re always trying to improve our Site so it may change over time. We may suspend or discontinue any part of the Site or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Site. We reserve the right to remove any Content from the Site at any time for any reason in our sole discretion and without notice.

Does the Site cost anything?

The Site is currently free but we reserve the right to charge for certain portions of the Site in the future. We will notify you before any portion of the Site you are then using begins carrying a fee and if you wish to continue using such portion of the Site you must pay all applicable fees.

What if I want to stop using the Site or terminate my account?

You’re free to stop using the Site at any time. For how to request that we stop using your personally identifiable information that you provide please refer to our Privacy Policy.

ThinkLabs is also free to terminate (or suspend access to) your use of the Site for any reason in our discretion including your breach of these Terms. ThinkLabs has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Provisions that by their nature should survive termination of these Terms shall survive termination. By way of example all of the following will survive termination: any obligation you have to indemnify us any limitations on our liability any terms regarding ownership or intellectual property rights and terms regarding disputes between us including without limitation the arbitration agreement.

What else do I need to know?

Warranty Disclaimer. ThinkLabs and its licensors suppliers partners parent subsidiaries or affiliated entities and each of their respective officers directors members employees consultants contract employees representatives and agents and each of their respective successors and assigns (ThinkLabs and all such parties together the “ThinkLabs Parties”) make no representations or warranties concerning the Site including without limitation regarding any Content contained in or accessed through the Site and the ThinkLabs Parties will not be responsible or liable for the accuracy copyright compliance legality or decency of material contained in or accessed through the Site or any claims actions suits procedures costs expenses damages or liabilities arising out of use of the Site. The ThinkLabs Parties make no representations or warranties regarding suggestions or recommendations of services or products offered through or in connection with the Site. THE SITE AND CONTENT ARE PROVIDED BY THINKLABS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGEMENT OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING WITHOUT LIMITATION TORT CONTRACT STRICT LIABILITY OR OTHERWISE) SHALL ANY OF THE THINKLABS PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT SPECIAL INCIDENTAL PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING DAMAGES FOR LOST PROFITS BUSINESS INTERRUPTION LOSS OF DATA LOSS OF GOODWILL WORK STOPPAGE ACCURACY OF RESULTS OR COMPUTER FAILURE OR MALFUNCTION (B) ANY SUBSTITUTE GOODS SERVICES OR TECHNOLOGY (C) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity. You agree to indemnify and hold the ThinkLabs Parties harmless from and against any and all claims liabilities damages (actual and consequential) losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Site and (b) your violation of these Terms.

Assignment. You may not assign delegate or transfer these Terms or your rights or obligations hereunder or your Site account in any way (by operation of law or otherwise) without ThinkLabs’s prior written consent. We may transfer assign or delegate these Terms and our rights and obligations without consent.

Choice of Law. These Terms are governed by and will be construed under the Federal Arbitration Act applicable federal law and the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.

Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with ThinkLabs and limits the manner in which you can seek relief from ThinkLabs. Both you and ThinkLabs acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms ThinkLabs’s officers directors employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms and that upon your acceptance of these Terms Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute claim question or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute it shall be finally settled by binding arbitration in Wilmington Delaware. The arbitration will proceed in the English language in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. ThinkLabs will pay all arbitration fees for claims less than seventy-five thousand ($75000) dollars. ThinkLabs will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement. Either you or ThinkLabs may assert claims if they qualify in any small claims court of competent jurisdiction. Furthermore notwithstanding the foregoing obligation to arbitrate disputes each party shall have the right to pursue injunctive or other equitable relief at any time from any court of competent jurisdiction to prevent the actual or threatened infringement misappropriation or violation of a party's copyrights trademarks trade secrets patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND THINKLABS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and ThinkLabs are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and ThinkLabs over whether to vacate or enforce an arbitration award YOU AND THINKLABS WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If however this waiver of class or consolidated actions is deemed invalid or unenforceable neither you nor ThinkLabs is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 244 Fifth Avenue Suite 2850 New York NY 10001 postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address (ii) the email address and/or telephone number associated with your account and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f) and/or in any circumstances where the foregoing arbitration agreement permits either you or ThinkLabs to litigate any dispute arising out of or relating to the subject matter of these Terms in court then the foregoing arbitration agreement will not apply to either party and both you and ThinkLabs agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in respectively Wilmington Delaware or the federal district in which that county falls.

(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with ThinkLabs.

Miscellaneous

You will be responsible for paying withholding filing and reporting all taxes duties and other governmental assessments associated with your activity in connection with the Site provided that the ThinkLabs may in its sole discretion do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise in any way any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms are found to be unenforceable or invalid that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. You and ThinkLabs agree that these Terms are the complete and exclusive statement of the mutual understanding between you and ThinkLabs and that these Terms supersede and cancel all previous written and oral agreements communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee agent partner or joint venture of ThinkLabs and you do not have any authority of any kind to bind ThinkLabs in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement you and ThinkLabs agree there are no third-party beneficiaries intended under these Terms.