Terms & Conditions

THE FOLLOWING DESCRIBES THE TERMS AND CONDITIONS (“TERMS”) APPLICABLE TO YOUR USE OF WWW.THINKWELLGROUP.COM (“SITE”). YOU ACKNOWLEDGE THAT THESE TERMS ARE SUPPORTED BY REASONABLE AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH IS HEREBY ACKNOWLEDGED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT SUCH CONSIDERATION INCLUDES YOUR USE OF THE SITE AND RECEIPT OF DATA, MATERALS AND INFORMATION AVAILABLE ON THE SITE. BY USING THE SITE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS.

I. SITE USAGE

A) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND THINKWELL GROUP, INC. AND ITS AFFILIATED ENTITIES (COLLECTIVELY, “THINKWELL”), NEITHER THINKWELL, NOR ANY THIRD PARTY, HAS CONFERRED UPON YOU BY IMPLICATION, ESTOPPEL OR OTHERWISE, ANY LICENSE OR RIGHT UNDER ANY PATENT, TRADEMARK, OR COPYRIGHT. THINKWELL REMAINS AND SHALL REMAIN THE EXCLUSIVE OWNER OF ANY AND ALL COPYRIGHTS, TRADEMARKS, SERVICEMARKS, AND ANY OTHER INTELLECTUAL PROPERTY RELATED TO THE SITE. EXCEPT AS EXPRESSLY PERMITTED HEREIN, YOU SHALL NOT REPRODUCE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, MODIFY, OR CREATE DERIVATIVE WORKS WITH RESPECT TO THE SITE OR ANY INFORMATION CONTAINED THEREON.

B) EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND THINKWELL, ALL INFORMATION, THE SITE, AND PUBLICATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND THINKWELL HEREBY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN ADDITION, THINKWELL DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT. IN NO EVENT WILL THINKWELL BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM THE LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION FOR BREACH OF CONTRACT, OR WARRANTY, OR TORT (INCLUDING NEGLIGENCE), OR ANY OTHER ACTION AT LAW OR EQUITY ARISING OUT OF, OR IN CONNECTION WITH, THE INFORMATION, THE SITE, OR THE PUBLICATIONS, EVEN IF THINKWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, THINKWELL ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE.

C) YOU AGREE TO INDEMNITY, DEFEND AND HOLD THINKWELL, AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS (SOMETIMES HEREINAFTER REFERRED TO INDIVIDUALLY AS “INDEMNIFIED PARTY,” OR COLLECTIVELY, “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITY, LOSSES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCURRED BY ANY INDEMNIFIED PARTY IN CONNECTION WITH ANY BREACH BY YOU OF THESE TERMS. THINKWELL RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND IN SUCH CASE, YOU AGREE TO COOPERATE WITH THINKWELL’S DEFENSE OF SUCH CLAIM.

D) NOTWITHSTANDING ANYTHING TO THE CONTRARY EXPRESSED OR IMPLIED IN THESE TERMS, IN NO EVENT SHALL THE MAXIMUM LIABILITY OF THINKWELL ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR THE SITE EXCEED TEN THOUSAND UNITED STATES DOLLARS (USD $10,000). THE LIMITATIONS OF LIABILITY PROVIDED IN THESE TERMS INURE TO THE BENEFIT OF THINKWELL, AND TO ALL OF THINKWELL’S RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS.

IN ADDITION, YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

E) YOU ASSUME ALL RISKS CONCERNING THE SUITABILITY AND ACCURACY OF THE INFORMATION WITHIN THE SITE AND PUBLICATIONS. THE SITE AND PUBLICATIONS MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THINKWELL ASSUMES NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY FOR ANY SUCH INACCURACIES, ERRORS, OR OMISSIONS IN THE SITE AND PUBLICATIONS AND IN ANY OTHER REFERENCED OR LINKED DOCUMENTS.

F) THINKWELL MAY MAKE CHANGES TO THE INFORMATION, TERMS, SITE, PUBLICATIONS, AND PRODUCT OFFERINGS AT ANY TIME AND WITHOUT NOTICE.

G) THE SITE AND PUBLICATIONS ARE DISTRIBUTED INTERNATIONALLY AND MAY CONTAIN REFERENCES TO THINKWELL PRODUCTS, PROGRAMS, AND SERVICES THAT HAVE NOT BEEN ANNOUNCED IN YOUR COUNTRY. THESE REFERENCES DO NOT IMPLY THAT THINKWELL INTENDS TO ANNOUNCE SUCH PRODUCTS, PROGRAMS, OR SERVICES IN YOUR COUNTRY.

H) THE SITE MAY CONTAIN LINKS TO THIRD-PARTY WEB SITES THAT ARE NOT UNDER THE CONTROL OF THINKWELL, AND THINKWELL SHALL NOT BE RESPONSIBLE FOR THE CONTENT ON ANY LINKED WEB SITE. IF YOU ACCESS A THIRD-PARTY WEB SITE FROM THIS SITE, THEN YOU DO SO AT YOUR OWN RISK. THINKWELL PROVIDES THESE LINKS ONLY AS A CONVENIENCE AND THE INCLUSION OF THE LINK DOES NOT IMPLY THAT THINKWELL ENDORSES OR ACCEPTS ANY RESPONSIBILITY FOR THE CONTENT ON THIRD-PARTY WEB SITES.

II. USAGE OF SOFTWARE AVAILABLE ON THE SITE

A) ANY SOFTWARE THAT IS MADE AVAILABLE TO DOWNLOAD FROM THIS SITE (“SOFTWARE”) IS THE COPYRIGHTED WORK OF THINKWELL. USE OF THE SOFTWARE IS GOVERNED BY THE TERMS OF THE LICENSE AGREEMENT WHICH ACCOMPANIES OR IS INCLUDED WITH THE SOFTWARE (“LICENSE AGREEMENT”). YOU SHALL BE PROHIBITED FROM INSTALLING ANY SOFTWARE THAT IS ACCOMPANIED BY OR INCLUDES A LICENSE AGREEMENT, UNLESS YOU FIRST AGREE TO THE TERMS OF THE LICENSE AGREEMENT. IN THE EVENT THAT NO LICENSE AGREEMENT ACCOMPANIES OR IS INCLUDED WITH THE SOFTWARE, YOU ARE HEREBY GRANTED A THIRTY (30) DAY (COMMENCING UPON THE DATE OF DOWNLOAD) LIMITED, REVOCABLE, NON-TRANSFERABLE, NON-EXCLUSIVE, PERSONAL LICENSE TO USE THE SOFTWARE FOR INTERNAL EVALUATION PURPOSES ONLY.

B) THE SOFTWARE IS MADE AVAILABLE FOR DOWNLOADING SOLELY FOR USE ACCORDING TO THE LICENSE AGREEMENT. ANY REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE NOT IN ACCORDANCE WITH THE LICENSE AGREEMENT IS EXPRESSLY PROHIBITED BY LAW, AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES.

C) WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE OR ANY PART THEREOF FOR ANY PURPOSE (INCLUDING, WITHOUT LIMITATION, FURTHER REPRODUCTION OR REDISTRIBUTION) IS EXPRESSLY PROHIBITED, UNLESS SUCH COPYING, REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT.

D) EXCEPT AS EXPRESSLY SET FORTH IN THE LICENSE AGREEMENT, THINKWELL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THINKWELL BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE AVAILABLE FROM THIS SITE, EVEN IF THINKWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

E) NO SOFTWARE FROM THIS SITE MAY BE DOWNLOADED OR EXPORTED INTO (OR TO A NATIONAL OR RESIDENT OF) CUBA, IRAQ, LIBYA, NORTH KOREA, IRAN, SYRIA, OR ANY OTHER COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS; OR BY ANYONE ON THE UNITED STATES TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S TABLE OF DENY ORDERS. BY DOWNLOADING OR USING THE SOFTWARE, YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY OR ON ANY SUCH LIST.

III. USAGE OF DOCUMENTS AVAILABLE ON THE SITE

A) PERMISSION TO USE DOCUMENTS INCLUDING, BUT NOT LIMITED TO, WHITE PAPERS, PRESS RELEASES, MEDIA KITS, AND CASE STUDIES (SOMETIMES HEREINAFTER REFERRED TO INDIVIDUALLY AS “DOCUMENT,” OR COLLECTIVELY, AS “DOCUMENTS”) FROM THIS SITE IS GRANTED, PROVIDED THAT (1) A COPYRIGHT NOTICE (IN THE FORM SET FORTH IN SECTION IV, BELOW) APPEARS IN ALL COPIES AND THAT BOTH THE COPYRIGHT NOTICE AND THIS PERMISSION NOTICE APPEAR, (2) USE OF SUCH DOCUMENTS FROM THIS SITE IS FOR INFORMATIONAL AND NON-COMMERCIAL OR PERSONAL USE ONLY AND WILL NOT BE COPIED OR POSTED ON ANY NETWORK COMPUTER OR BROADCAST IN ANY MEDIA, AND (3) NO MODIFICATIONS OF ANY DOCUMENTS ARE MADE.

EDUCATIONAL INSTITUTIONS (SPECIFICALLY K-12, UNIVERSITIES, AND STATE COMMUNITY COLLEGES) MAY DOWNLOAD AND REPRODUCE THE DOCUMENTS FOR DISTRIBUTION IN THE CLASSROOM. DISTRIBUTION OUTSIDE THE CLASSROOM REQUIRES EXPRESS WRITTEN PERMISSION. USE FOR ANY OTHER PURPOSE IS EXPRESSLY PROHIBITED BY LAW, AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES. FOR AVOIDANCE OF DOUBT, THINKWELL DOES NOT GRANT ANY SITE USER ANY RIGHTS (TO USE, REPRODUCE, OR OTHERWISE), NOR DOES THINKWELL MAKE ANY WARRANTIES WITH RESPECT TO ANY DOCUMENTS OWNED BY THIRD PARTIES.

B) DOCUMENTS SPECIFIED ABOVE DO NOT INCLUDE THE DESIGN OR LAYOUT OF THE SITE OR ANY OTHER THINKWELL OWNED, OPERATED, LICENSED OR CONTROLLED WEB SITE. SITE ELEMENTS ARE PROTECTED BY TRADE DRESS, TRADEMARK, UNFAIR COMPETITION, AND OTHER LAWS AND MAY NOT BE COPIED OR IMITATED IN WHOLE OR IN PART. NO LOGO, GRAPHIC, SOUND, OR IMAGE FROM THE SITE MAY BE COPIED OR RETRANSMITTED UNLESS EXPRESSLY PERMITTED BY THINKWELL.

C) THINKWELL DOES NOT MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS SITE FOR ANY PURPOSE. ALL SUCH DOCUMENTS AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. THINKWELL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN NO EVENT SHALL THINKWELL BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF INFORMATION AVAILABLE FROM THIS SITE, EVEN IF THINKWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

D) THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THIS SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN. THINKWELL RESERVES THE RIGHT TO AND MAY MAKE IMPROVEMENTS AND/OR CHANGES AT ANY TIME.

IV. COPYRIGHT NOTICE

COPYRIGHT © 2001-2012 THINKWELL GROUP, INC., 695 SOUTH GLENWOOD PLACE, BURBANK, CA 91506. ALL RIGHTS RESERVED.

V. TRADEMARKS

THINKWELL GROUP, INC. AND PRODUCTS REFERENCED HEREIN ARE EITHER TRADEMARKS OR REGISTERED TRADEMARKS OF THINKWELL GROUP, INC. THE NAMES OF ACTUAL COMPANIES AND PRODUCTS MENTIONED HEREIN MAY BE THE TRADEMARKS OF THEIR RESPECTIVE OWNERS. REFERENCE TO SUCH THIRD PARTY TRADEMARKS HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO INDICATE OR IMPLY ANY AFFILIATION, ASSOCIATION, SPONSORSHIP, OR ENDORSEMENT. ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.

VI. ARBITRATION

ANY DISPUTE, CLAIM, OR CONTROVERSY OF ANY KIND ARISING IN CONNECTION WITH, OR RELATING TO, THESE TERMS SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA, IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT, BY THREE (3) ARBITRATORS APPOINTED IN ACCORDANCE WITH SAID RULES. EACH ARBITRATOR SHALL BE DEMONSTRABLY EXPERIENCED AND KNOWLEDGEABLE IN MATTERS PERTAINING TO THE TYPE OF BUSINESS CONTEMPLATED HEREIN. THE ARBITRATORS SHALL HAVE NO POWER OR AUTHORITY TO ADD TO OR DETRACT FROM THESE TERMS, OR TO AWARD PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES.

THE FACT THAT THESE TERMS PROVIDE FOR ARBITRATION SHALL NOT IMPAIR THE EXERCISE OF ANY TERMINATION RIGHTS UNDER THESE TERMS. EACH PARTY SHALL BEAR ITS OWN LEGAL FEES AND ONE-HALF OF THE COSTS OF THE ARBITRATORS AND THE ARBITRATION PROCEEDINGS. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED INTO ANY COURT OF COMPETENT JURISDICTION. THE FOREGOING SHALL NOT APPLY TO THE UNAUTHORIZED COPYING, USE, OR DISCLOSURE OF THINKWELL’S CONFIDENTIAL INFORMATION OR THE INTELLECTUAL PROPERTY OF THINKWELL.