Thinkifi
Terms and Conditions
Effective Date: November 9, 2025
Last Updated: November 9, 2025
Thinkifi Inc., together with its affiliates, subsidiaries, parents, and related entities, (“Thinkifi”, “we”, “our”) operates a proprietary digital platform (“Platform”) that provides an environment for structured discussions within groups (each, a “Room”) or broader digital spaces built around affirmative propositions within the Platform (“Thinks”) created and moderated by individuals acting as discussion managers (“Think Managers”).
These General Terms and Conditions, as may be amended from time to time (“Terms and Conditions”) govern your access to and use of any of our services, including the Platform, Thinkifi’s website at www.thinkifi.com, or any successor or complementary website made available by Thinkifi from time to time (“Website”), and any other technology operated and made available by Thinkifi in connection therewith (collectively, “Services”).
The Services are provided to anyone who accesses or uses the Services pursuant to these Terms and Conditions, including, without limitation, Think Managers, participants invited or authorized by them or otherwise accessing the Services, institutions or organizations such as universities and companies, and administrative users designated for such purpose (collectively, “Users”, “you,” “your”).
By clicking “I agree”, “Create my account”, or similar button or checkbox, creating an account, or using the Services, you confirm that:
(I) YOU AND ANYONE ACCESSING OR USING THE SERVICES THROUGH YOU: (A) ARE AT LEAST 13 YEARS OF AGE (OR OF THE REQUIRED LEGAL AGE WHERE YOU OR THEY RESIDE); OR (B) HAVE THE NECESSARY CONSENTS REQUIRED WHERE YOU OR THEY RESIDE TO ENTER INTO A LEGALLY BINDING CONTRACT; AND (C) ARE ACCESSING AND USING THE SERVICES FROM WITHIN THE UNITED STATES (“U.S.”) OR OTHERWISE IN A MANNER SUBJECT TO U.S. PRIVACY LAWS, IN ACCORDANCE WITH OUR PRIVACY POLICY (“Privacy Policy”); AND
(II) YOU AND ANYONE ACCESSING OR USING THE SERVICES THROUGH YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, THEThinkifi Pledge, AND THE PRIVACY POLICY.
These Terms and Conditions become effective and binding on the first date on which you take any of the actions described above.
Important: these Terms and Conditions require binding arbitration and include a class action waiver (see Section 19).
If you do not agree with these Terms and Conditions, we kindly request you not to access or use the Services.
1. Services Access
Your access to the Services is provided only under these Terms and Conditions, and either: (i) directly through your engagement with Thinkifi; or (ii) through an institution or organization that, through a relationship with Thinkifi pursuant to a separate agreement, manages your access to and use of the Services (“Client”).
Within that framework, you may register or receive credentials to access and use the Services through an account with a username and password. Please keep them confidential and secure and tell us immediately if you suspect unauthorized use of your account. You are responsible for all activity under your account and may be held liable due to someone else’s use of your account credentials. We are not liable for any loss or damage arising from your failure to comply with the above.
2. Right to Access and Use the Services
Subject to your compliance with these Terms and Conditions and, where applicable, the timely payment of applicable fees by a Client, Thinkifi grants you a limited, non-exclusive, non-transferable, non-sublicensable, and freely revocable right to access and use the Services. This right is granted solely to enable you to use and enjoy the benefits of the Services as provided by Thinkifi, in accordance with these Terms and Conditions.
This right ends immediately if: (i) you violate any provision of these Terms and Conditions, the Thinkifi Pledge (which is subject to interpretation at Thinkifi’s sole discretion), the Privacy Policy, other internal policies, or any applicable Laws; (ii) Thinkifi exercises its right to terminate these Terms and Conditions at its sole discretion; (iii) you deactivate your account and discontinue your use of the Services; or (iv) where your access is enabled and authorized by a Client, upon the Client’s instructions to revoke your access or use, the termination of your relationship with such Client, or the termination or expiration of the separate agreement between Thinkifi and that Client.
3. Acceptable Use and Restrictions
You may use the Services only as allowed by these Terms and Conditions. You shall not:
(a) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code utilized to provide the Services, or any component related to the Services, in whole or in part;
(b) interfere in any manner with the operation of the Services or any component related to the Services, or the hardware and network used to operate the Services;
(c) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
(d) modify, copy, create, or make derivative works or improvements of the Services based on any part of the Platform, the Website, or any other technology operated and made available by Thinkifi in connection therewith;
(e) bypass or breach any security device or protection used by the Services or access or use the Services except through your own valid access credentials as a User;
(f) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code;
(g) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services, in whole or in part;
(h) remove, delete, alter, or obscure any trademarks, specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other Intellectual Property Rights or proprietary rights notices from the Services, including any copy thereof;
(i) access or use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data, including Content, as defined in the following section, relating to any User or other individual), or that violates any applicable statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction (“Laws”);
(j) access or use the Services for purposes of competitive analysis of the Services, the development, provision, or use of a competing software service or product or any other purpose that is to Thinkifi’s detriment or commercial disadvantage; or
(k) otherwise use the Services in any manner that exceeds the scope of authorized use permitted by these Terms and Conditions.
4. Content
For purposes of these Terms and Conditions and this Section, “Content” shall mean any Thinks, submissions, reactions (or other content expressions as per the Platform’s nomenclature, such as “Votes” and its related actions “Agree”, “Disagree, or “I’m not sure”; “Claims”; “Replies”; “Influential Votes”, or others), comments, statements, text, information, links, graphics, photos, audio, videos, or other works or materials, in any form or medium, submitted, posted, uploaded, displayed, or otherwise made available (or intended to be made available) on or through the Services.
You are solely responsible for how you use the Services and for the Content you submit, post, or display in connection therewith. All Content you submit, post or display, including, without limitation, the Thinks, submissions, reactions, comments, statements, and posts related thereto, shall comply with these Terms and Conditions, the Thinkifi Pledge, other internal policies, and applicable Laws.
Any use or reliance on the Content is at your own risk. We do not verify, endorse, or guarantee the accuracy, reliability, or completeness of the Content. By using the Services, you acknowledge that you may encounter Content that is inaccurate, misleading, offensive, harmful, or otherwise objectionable. We do not routinely review, monitor, or moderate Content, and are not responsible for what Users submit, post, or display on or through the Services.
You may choose whether certain Content is displayed under your username or name (“Non-anonymously”), or anonymously, meaning that your identity will not be displayed. Notwithstanding the foregoing, Think Managers will have access to your identity in connection with any Content displayed anonymously, for purposes of discussion management and moderation. Additionally, Thinkifi will retain internal account records linking any anonymous Content to your username or name and account for security, abuse-investigation, and legal-compliance purposes, including the enforcement of these Terms and Conditions, and the provision or improvement of the Services. Although Thinkifi employs reasonable measures to maintain this anonymity feature, no system is perfectly secure, and Thinkifi shall not be liable for any identification, disclosure, doxing, or other exposure of your identity within the Services. Moreover, if you choose to submit, post, or display Content anonymously, you remain solely responsible for such Content and for any consequences arising therefrom, to the same extent as if such Content were submitted, posted, or displayed Non-anonymously, as set forth in this Section.
Notwithstanding all the foregoing:
(a) When using the Services, you expressly agree not to submit, post, upload, download, display, perform, transmit, or otherwise distribute any Content that: (i) is libelous, defamatory, obscene, pornographic, abusive, or threatening; (ii) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable Laws; or (iii) advertises or otherwise solicits funds or is a solicitation for goods or services. We reserve the right to terminate or delete such material from any servers, whether operated by us or by third-party providers. We will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms and Conditions, other internal policies, or any applicable Laws.
(b) We reserve the right, at our sole discretion, to remove, censor, blur, restrict, or refuse to distribute Content on or through the Services, or limit the distribution or visibility of any Content on the Services that we believe violates these Terms and Conditions, the Thinkifi Pledge, other internal policies, or applicable Laws, including, without limitation, Content that infringes Intellectual Property Rights, involves impersonation, unlawful activity, harassment, or other prohibited conduct. For these purposes, Thinkifi may rely on artificial intelligence (“AI”) and other analytical tools to identify, prevent, or address such prohibited conduct, and may implement any measures, mechanisms, or processes it deems appropriate to manage such Content.
(c) Think Managers have discretion to moderate Thinks and manage Rooms or broader digital spaces, including blocking certain Content from being published in a Think. Think Managers also have the discretion to modify participant permissions, roles, and access settings for a Think at any time, including banning a User from a Think or removing a User from participation.
5. Think Managers
The role of Think Manager is a voluntary position that may be available to certain Users. Thinkifi does not endorse, control, or take responsibility for the Content, actions, or decisions of Think Managers. Notwithstanding the foregoing, we may, at our sole discretion, suspend or revoke a Think Manager’s role at any time.
If you are a Think Manager, you must: (i) follow the Thinkifi Pledge; (ii) manage Content responsibly, which may include removing, censoring, blurring, restricting, or refusing to distribute Content that violates these Terms and Conditions, the Thinkifi Pledge, other internal polices, or any applicable Laws, or escalating issues to Thinkifi when needed; (iii) not claim to be a Thinkifi employee, agent, joint venturer, or representative; (iv) not make commitments or enter into agreements with third parties on behalf of Thinkifi without prior written consent; (v) not accept payments or favors from third parties in exchange for moderating-related decisions; and (vi) any non-public information you obtain through your role as a Think Manager must be used solely for moderating-related purposes.
Notwithstanding the foregoing, Thinkifi may review, modify, or reverse any Think Manager actions or decisions that conflict with these Terms and Conditions, the Thinkifi Pledge, the Privacy Policy, any other internal policies, any applicable Laws, or as otherwise deemed appropriate by Thinkifi, in order to safeguard the provision or improvement of the Services.
For the avoidance of doubt, Thinkifi is not responsible or liable for any acts, omissions, harms, disputes, moderation decisions, or actions taken (or not taken) by Think Managers, nor for any consequences arising therefrom. Users acknowledge and agree that any interaction with or reliance on Think Managers is entirely at their own risk. Think Managers are Users, bound by these Terms and Conditions, and not employees, agents, joint venturers, or legal representatives of Thinkifi.
6. Ownership and Intellectual Property
For purposes of these Terms and Conditions, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
Furthermore, “Thinkifi Technology” means all software, algorithms, systems, designs, interfaces, know-how, and other technologies, including, without limitation, large language models (“LLMs”), and any modifications, enhancements, improvements, updates, or derivative works thereof, whether developed by, for, licensed, or otherwise provided to Thinkifi, before or after the effective date of these Terms and Conditions, together with all Thinkifi proprietary information and technology owned, used, or made available by Thinkifi in connection with the Services.
- Intellectual Property Rights. Except as expressly provided in these Terms and Conditions, you are not granted any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, including, without limitation, the Platform, the Website, the Thinkifi Technology, or any of the materials provided therein, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, including, without limitation, the Platform, the Website, the Thinkifi Technology, or any of the materials provided therein, are and will remain with Thinkifi or Thinkifi’s licensors or providers, as applicable. Thinkifi’s intellectual property includes, but is not limited to, any and all patents, trademarks, copyrights, logos, images, illustrations, databases, graphics, sounds, and videos. You may not copy, distribute, broadcast, display, sell, license, or otherwise use Thinkifi’s intellectual property, either in whole or in part, without written consent from Thinkifi.
- User Feedback. You hereby grant Thinkifi a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services and Thinkifi Technology any suggestions, enhancement requests, recommendations, or other feedback provided by you, and any other User, relating to the Services and Thinkifi Technology. Thinkifi shall not identify you as the source of any such feedback.
- User Data. Subject to the Family Educational Rights and Privacy Act (“FERPA”), as applicable, all other applicable Laws, the Privacy Policy, and the rights and permissions granted to Thinkifi under these Terms and Conditions, you shall retain all right, title, and interest in and to information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you by or through the Services (“User Data”). User Data includes any materials that you may give to Thinkifi, including, without limitation, Content submitted, posted or displayed on or through the Services. You hereby irrevocably grant to Thinkifi a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to: (i) access and use your User Data to enforce these Terms and Conditions and provide and improve the Services, subject to the Privacy Policy; (ii) make Content you submit, post, or display on or through the Services available to Thinkifi, your Think Manager, and Room or broader digital space, including by using, copying, reproducing, modifying, publishing, and distributing such Content for this purpose; and (iii) create, reproduce, and use aggregated, de-identified, or otherwise anonymous information derived from User Data for the purposes of operating, maintaining, and improving the Services, including, without limitation, to compile statistical information related to the provision and operation of the Services, as well as developing new features, technologies and services. You represent and warrant that you have all necessary rights to grant Thinkifi the foregoing licenses.
- Performance Data. Thinkifi retains all right, title, and interest in and to systemgenerated technical information, such as server logs, Usage Metadata, and Telemetry, captured automatically by the Services’ analytics tools to measure its access patterns, functionality, efficacy, reliability, and accuracy (“Performance Data”), excluding personally identifiable information, and may use the Performance Data for any lawful purpose. For the avoidance of doubt, “Usage Metadata” and “Telemetry” refer to technical information automatically generated as Users interact with the Platform (i.e., data produced without direct User input). Specifically, “Usage Metadata” means data about how Users interact with the platform (e.g., pages visited, time of access, features used), while “Telemetry” refers to performance and diagnostic data (e.g., error logs, response times, or crash reports).
7. Data Security
We protect the security and integrity of all User Data that is collected, accessed, stored, or received by Thinkifi in connection with the Services and we comply with applicable Laws and security requirements. User Data is hosted on third party cloud providers. We use HTTPS and industry-standard encryption for data in transit and at rest.
In the event Thinkifi becomes aware of any unauthorized access, disclosure, or use of User Data (“Security Breach”), Thinkifi shall promptly notify you or the Client, as applicable, and take appropriate actions.
Although Thinkifi uses reasonable security measures, no system is perfectly secure. To the fullest extent permitted by law, Thinkifi is not liable for any Security Breaches or other related events.
8. Data Related and Other User Responsibilities
You are solely responsible for: (i) the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data, including all information you provide and Content you submit, post or display; (ii) securing and controlling access to the Services, including protecting your account credentials, preventing and notifying us of unauthorized use, and all access and activities conducted through your systems or account; (iii) complying with the Thinkifi Pledge and other internal policies when using the Services; and (iv) complying with all applicable Laws when using the Services.
9. Privacy
We will not use or disclose User Data except as allowed in these Terms and Conditions, as described in the Privacy Policy, or as required by applicable Laws.
Personal data is handled under the Privacy Policy and in accordance with FERPA and applicable Laws. You acknowledge that by using the Services, you have reviewed and agreed to the Privacy Policy. The Privacy Policy is part of these Terms and Conditions.
10. Artificial Intelligence (“AI”) Technology
The Services may include AI features that may operate through multiple third party or proprietary LLMs, which may be removed, replaced, supplemented, or reconfigured by Thinkifi, at any time, without prior notice.
An LLM is an advanced AI system designed to process and generate human-like text based on the information it has been trained on. Within the Services, LLMs may provide Users with feedback, insights, suggestions, and contextual information in connection with their Content (“Outputs”). Certain Outputs may include suggested comments or indicators assessing whether Content appears to align with the Thinkifi Pledge, displayed through a traffic-light style signal (e.g., green, yellow, or red), and may be presented in an editable form to allow Users to review, modify, or discard them prior to posting. Notwithstanding the foregoing, Users remain solely responsible for deciding whether to follow, disregard, or otherwise act upon any Output.
While an LLM is highly sophisticated, it is not perfect and may: (i) generate inaccurate, outdated, or incomplete information; (ii) “hallucinate” by producing plausible-sounding but incorrect or nonsensical outputs; or (iii) provide information or insights that may not apply to your specific context.
Users are solely responsible for evaluating the suitability and accuracy of all Outputs, before following, disregarding, or otherwise acting upon them. Factual statements should always be independently verified, as they may be false, incomplete, misleading, or not reflective of people, events, or information. Outputs may not reflect Thinkifi’s views and Users are encouraged to report any inaccurate or problematic results to help us improve the Services.
Thinkifi disclaims all liability for any consequences arising or resulting from the use or reliance of Outputs and other information generated by an LLM. This includes, but is not limited to: (i) financial, legal, reputational, personal, employment-related, academic, or other harms allegedly caused by decisions based on or influenced by Outputs; (ii) errors, omissions, inaccuracies, hallucinations, or misleading content in Outputs; (iii) any use or misuse of Outputs by the Users; (iv) downtime, drift, or other performance issues of third party LLMs; and (v) any third party claims, demands, actions, or proceedings in connection with the User’s use of, reliance on, modification of, publication of, disregard of, or other actions taken in connection with such Outputs.
LLMs are constantly being updated and improved to enhance its accuracy and performance. However, due to the evolving nature of AI and the limitations of machine learning, errors and inconsistencies may still occur.
11. Third Party Content and Connected Accounts
The Services may link to third party websites or applications (“Third Party Content”). Thinkifi is not responsible and does not endorse or accept any responsibility for the availability, contents, products, services, or use of any Third Party Content, any website or application accessed from a Third Party Content, or any changes or updates to such websites or applications. Thinkifi makes no guarantees about the content or quality of the products or services provided by such websites or applications. Links are for convenience only.
Additionally, some features may require connecting to third party platforms (“Connected Accounts”). By connecting a platform, you confirm you have the right to do so, and you authorize Thinkifi to access data from that platform as allowed in these Terms and Conditions and the Privacy Policy. Availability and uptime of Connected Accounts are controlled by their providers. Thinkifi will have no liability for any unavailability of any Connected Account, or any third party provider’s decision to discontinue, suspend, or terminate any Connected Account.
12. Term and Termination
These Terms and Conditions are effective as of the date you click “I Agree” or “Create my Account” (or similar button or checkbox), create an account, or otherwise first access or use the Services.
These Terms and Conditions will remain in effect until one of the following occurs: (i) you violate any provision of the Terms and Conditions, the Thinkifi Pledge, the Privacy Policy, other internal policies, or applicable Laws, in which case your right to access and use the Services, along with the Terms and Conditions, will automatically terminate without any resulting obligation or liability of Thinkifi; (ii) Thinkifi discontinues the Services, or terminates the Terms and Conditions, or suspends or revokes your access to or use of the Services, for any other reason or no reason at all, in its sole discretion, at any time, without prior notice and without any resulting obligation or liability to Thinkifi; (iii) you deactivate your account and discontinue your use of the Services; or (iv) if your access is enabled or authorized by a Client, upon the Client’s instruction to revoke your access or use, upon the termination of your relationship with the Client, or upon the termination or expiration of the separate agreement between Thinkifi and that Client.
Upon termination of the Terms and Conditions: (i) your access and User rights of the Services will terminate and you must immediately cease all access to and use of the Services; (ii) you will no longer be authorized to access your account or the Services; and (iii) Sections 3, 6, 9, 12, 13(d) and (e), 14, 15, 18, 19, 20, 21, and 26 will survive termination.
Thinkifi will have no liability for any termination of your access to or use of the Services pursuant to the Terms and Conditions.
13. Representations, Warranties & Disclaimers
(a) Mutual authority and compliance. Each party, and persons on behalf of their respective parties, represent and warrant that they: (i) have authority to enter into these Terms and Conditions, (ii) will comply with all applicable Laws, (iii) will not violate any other agreements, and (iv) understand these Terms and Conditions are binding.
(b) Additional warranties. You hereby represent and warrant that: (i) you own or have the necessary rights to your User Data, including, without limitation, all consents, permissions, power and/or authority necessary to grant the rights granted herein for any Content that you submit, post or display on or through the Services, and that they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Laws; (ii) you have reviewed and agree to the Thinkifi Pledge and the Privacy Policy; (iii) all information you provide during the registration process is true, accurate, current, and complete, and that you will maintain and promptly update your account information to ensure it remains accurate, current, and complete; (iv) you are not located in a jurisdiction that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; and (v) you are not listed on any U.S. government list of prohibited or restricted parties.
(c) Exclusions. Our warranties do not apply if you breach these Terms and Conditions, if you use unsupported environments, modify, damage, or misuse the Services.
(d) “As Is” disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION 13, THE SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THINKIFI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS, SUBCONTRACTORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THINKIFI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET THE CLIENTS’S OR USER’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
(e) Services disclaimer. THE SERVICES ARE NOT INTENDED TO PROVIDE, AND SHALL NOT BE CONSTRUED AS PROVIDING, EDUCATIONAL, ACADEMIC, PROFESSIONAL, ADVISORY, DISCUSSION, DEBATE, OR ANY OTHER FORM OF ADVICE OR GUIDANCE OF ANY KIND. THINKIFI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, FITNESS, COMPLETENESS, TIMELINESS, OR RELIABILITY OF, WITHOUT LIMITATION, ANY DATA, MODELS, VALUATIONS, FORMULAS, CALCULATIONS, INTEGRATIONS, INDICATIONS, SUGGESTIONS, REFERENCES, OR ANY OTHER INFORMATION, ANALYSIS, OR RESULTS, WHETHER EDUCATIONAL, ACADEMIC, PROFESSIONAL, ADVISORY OR NOT, GENERATED BY THE THINKIFI TECHNOLOGY OR DERIVED FROM THE SERVICES. ALL OUTPUTS ARE INTENDED TO PROVIDE PRELIMINARY ASSESSSMENTS ONLY AND ARE NOT INTENDED TO REPLACE OR SUBSTITUTE THE INDEPENDENT INTERNAL ASSESSMENT AND REVIEW OF USERS, CLIENTS, OR THEIR AGENTS. USERS, CLIENTS, OR AGENTS ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ANY CONTENT AND OUTPUT AND DETERMINING ITS SUITABILITY FOR THEIR PARTICULAR PURPOSE. IN ADDITION TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 14, IN NO EVENT WILL THINKIFI OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY CONTENT OR USE OR RELIANCE ON THE OUTPUTS) OR OTHERWISE. BY USING THE SERVICES, USER EXPRESSLY ACKNOWLEDGES AND ACCEPTS THESE RISKS AND LIMITATIONS.
14. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: IN NO EVENT WILL THINKIFI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SUBCONTRACTORS, OR SERVICE PROVIDERS, BE LIABLE TO YOU, ANY CLIENT, OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY DECISION, ACTION, OR OMISSION BY ANY USER (INCLUDING THINK MANAGERS), OR ANY CLIENT WITH RESPECT TO ANY USER (INCLUDING, WITHOUT LIMITATION, THE SUSPENSION OR TERMINATION OF SUCH USER’S RELATIONSHIP WITH ANY CLIENT) THAT IS BASED ON, ARISES OUT OR RELATES IN ANY WAY TO THE USE OR NONUSE OF THE SERVICES, THE WEBSITE, THE PLATFORM, OR ANY OTHER THINKIFI TECHNOLOGY; OR FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THE TERMS AND CONDITIONS AND ANY VIOLATION BY YOU, THE USER, THE THINK MANAGER OR ANY THINKIFI CLIENT OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORSEEABLE AND WHETHER OR NOT THINKIFI WAS PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF THINKIFI, IT WILL BE LIMITED TO THE GREATER AMOUNT OF ONE HUNDRED (100) U.S. DOLLARS, OR THE AMOUNT PAID FOR THE SERVICES (IF ANY) FOR THE USER IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES.
15. Indemnification
You hereby agree to defend, indemnify, and hold harmless Thinkifi, its affiliates, and respective officers, directors, employees, managers, members, shareholders, agents, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, deficiencies, actions, judgements, settlements, interest, awards, penalties, fines, costs, or expenses, of whatever kind, including attorney’s fees, arising from or relating to: (i) your violation of the Terms and Conditions; (ii) your violation of the Privacy Policy; (iii) your violation of the Thinkifi Pledge; (iv) your use or misuse of the Services; (v) your violation of any third party right, including but not limited to Intellectual Property Rights, or privacy rights; (vi) your violation of any applicable Laws; and (vii) any claim that is made against you by a third party as a result of using or misusing the Services or violating any applicable Laws.
16. Right to Refuse
You acknowledge and agree that Thinkifi reserves the right to refuse access to the Services to any individual or entity, and to suspend or terminate a User’s access at any time.
17. Changes to These Terms and Conditions and Modifications to the Services
Thinkifi reserves the right, at its sole discretion, to change or modify these Terms and Conditions from time to time. In the event of changes that affect the material rights or obligations of the Users or Thinkifi under the Terms and Conditions, Thinkifi will provide notice to the Users via email, User’s account, or any other reasonable means of communication, using the email address or any contact information provided during registration or thereafter, and will update the “Last Updated” date set forth in the heading of these Terms and Conditions. Continued use of the Services for thirty (30) days following such notice and the posting of any changes or modifications will constitute your acceptance of those changes or modifications, and the updated Terms and Conditions will thereafter govern the rights and obligations of Thinkifi and the User.
Furthermore, Thinkifi reserves the right, in its sole discretion, to modify, suspend, or discontinue the Services at any time (including by limiting or removing certain features or functionalities), whether temporarily or permanently, without prior notice. Thinkifi shall have no liability for any modification to the Services, or for any suspension, interruption, limitation, or other restriction of your access to or use of the Services or any of their features pursuant to these Terms and Conditions.
18. Severability
If any provision of these Terms and Conditions, or the Privacy Policy are held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain enforceable.
19. Dispute Resolution. Arbitration Agreement
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions and the Privacy Policy (“Dispute”), the parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating the arbitration procedure provided in this Section 19. Such informal negotiations shall commence upon written notice from the party promoting the Dispute.
If the parties are unable to resolve the Dispute through informal negotiations, the Dispute will be solely and exclusively resolved through binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s confidential information, copyrights, trademarks, trade secrets, patents, or other Intellectual Property Rights.
Both you and Thinkifi understand and agree to submit to arbitration proceedings to settle any disputes hereunder, that arbitration will be in lieu of litigation except as otherwise expressly provided herein, and each party hereby waives the right to sue in court in favor of the arbitration proceeding.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms and Conditions as a court would.
The arbitration, once initiated, will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, applying the substantive law specified in Section 21. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. The parties may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the state of Massachusetts, in the city of Boston, or at another mutually agreed location. Any award of damages by an arbitrator must be consistent with Sections 13, 14, and 15. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Notwithstanding the foregoing, if for any reason a Dispute proceeds in court rather than in arbitration, such Dispute shall be instituted in the federal courts of the U.S. (or, if federal jurisdiction is lacking, the state courts) located in the state of Massachusetts, in the city of Boston, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
Both you and Thinkifi agree that any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. THIS MEANS THAT YOU AND THINKIFI BOTH AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF AS A CLASS MEMBER IN ANY CLASS ACTION PROCEEDING. FURTHER, UNLESS YOU AND THINKIFI AGREE OTHERWISE IN WRITING, THE ARBITRATOR IN ANY DISPUTE MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS ACTION PROCEEDING.
20. Waiver of Jury Trial
EACH PARTY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY DISPUTE, ACTION, OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY.
21. Governing Law
These Terms and Conditions and the Privacy Policy shall be governed by and construed in accordance with the laws of the state of Massachusetts, without giving effect to any choice-of-law or conflict-of-law provision or rule that would result in the application of the laws of any other jurisdiction.
22. Assignment
You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under these Terms and Conditions, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Thinkifi’s prior written consent, which consent Thinkifi may give or withhold in its sole discretion. We may assign or transfer all or any of our rights or obligations without your consent, including a merger or reorganization.
These Terms and Conditions are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
23. No Agency; No Employment
No agency, partnership, joint venture, employer-employee, or franchiser-franchisee relationship is intended or created by these Terms and Conditions between the parties.
24. Entire Agreement
These Terms and Conditions, together with any other documents referenced herein, constitute the entire agreement between you and Thinkifi and replace all prior or contemporaneous agreements on this subject. In the event of any conflict or inconsistency, the Terms and Conditions shall control unless stated otherwise.
25. Acknowledgement
BY USING THE SERVICES, THE PLATFORM, OR THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND CONDITIONS, THE THINKIFI PLEDGE, AND THE PRIVACY POLICY AND AGREE TO BE BOUND BY THEM.
26. Notices
You consent to receive any notices electronically, including by email or posting on the Website, the Platform, or otherwise within the Services. Unless stated otherwise, written notices are effective when received if delivered personally or by certified or registered mail; when electronically confirmed if sent by facsimile or email; or the next day if sent by recognized overnight delivery.
27. Contact Us
If you have any questions or concerns regarding these Terms and Conditions, the Thinkifi Pledge or the Privacy Policy, please feel free to contact us at: info@thinkifi.com