General Use of the Service:
Customer shall not use the Service, in whole or in part, for any purpose that is unlawful or prohibited by this Agreement. Customer agrees that Customer will not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, frame in another web page, use on any other Web site or product, transfer, or sell any information, software, lists of users, databases or other lists, products or services provided through or obtained from the Service other than for use as contemplated in any Service.
The Service is offered to Customer conditioned upon Customer’s acceptance without modification of this Agreement. Customer acknowledges that, from time to time, it may be necessary for Think201 Creative Studio LLP (henceforth referred as Think201) to update or revise certain provisions of the Agreement. By signing up for any Think201 Service and accepting this Agreement, Customer agrees that Think201 may change the terms of the Agreement in its sole discretion without specific notice to Customer. If Customer does not agree to the changes proposed by Think201, or to any terms in this Agreement, Customer’s sole and exclusive remedy is to cancel Customer’s Think201 Service (“Customer’s Account”). Notwithstanding the foregoing, Think201 reserves the right to cancel, suspend or refuse access to the Service to anyone in its sole discretion. Unless explicitly stated otherwise, any new features or products that change, augment or enhance the current Service shall be subject to this Agreement.
The service proceedings start by your acknowledgement of the proposal sent by team Think201. Both the parties agree that a physical signature or an electronic mail confirmation holds true as a formal agreement.
The Customer agrees to provide true, accurate and complete information and to refrain from impersonating or falsely representing Customer’s affiliation with any person or entity. Customer shall maintain a valid email address at all times. Customer shall be responsible for maintaining the confidentiality of Customer’s Account and password and shall be responsible for any and all transactions by users given access to such account or password and any and all consequences of use or misuse of such account and password. Customer shall be responsible for all actions by such users, including without limitation former employees and former partners, and shall indemnify Think201 for such actions.
As a part of our process protocol all sort of electronic communications will be recorded. Think201 doesn’t share the information publicly unless otherwise required by legal authorities.
Although Think201 firmly believes in the value of free and open dissemination and exchanges; however, it is under no obligation, but does reserve the right, to monitor, pre-screen, or otherwise remove any content stored in its servers if the content is against the public policy as the law of the land (India). Therefore, Think201 cannot be responsible for the appropriateness, accuracy, sufficiency, correctness, veracity, completeness, or timeliness of such thoughts and opinions. Customer acknowledges that Customer should always use caution when posting any personally identifying information about Customer or Customer’s employees on the Service, the Customer Site, or any other user sites.
Think201 does not control or monitor the Customer Content posted via the Service and as such, does not guarantee the accuracy, integrity or quality of such content. Think201 reserves the right, but is not obligated to review the Customer Content posted via the Service and to refuse or remove any such materials in its sole discretion, without notice at any time. Think201 also reserves the right to disclose any information or materials as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or remove any information or materials, in whole or in part, from the Customer Content in Think201′s sole discretion.
Third party Content:
For Customer’s convenience, the Service may contain products, services, content and information from third party providers (which includes advertisers and affiliates) and/or links to their Web sites (“Third Party Content”). Such Third Party Content is not under the control of Think201 and Think201 is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. Think201 is under no obligation, but does reserve the right to pre-screen Third Part Content available on the Service and does not assume any responsibility or liability for the content provided by others. Think201 is providing such Third Party Content to Customer only as a convenience, and the inclusion of such content does not imply endorsement by Think201 of such content or the affiliate or advertiser. Customer may be subject to additional and/or different terms, conditions, and privacy policies when using third party products, services, content, software, or sites. Think201 does reserve the right to remove content that, in Think201′s judgment, does not meet its standards, but Think201 is not responsible for any failure or delay in removing such material.
Think201 is not and will not be responsible for
- The terms and conditions of any transaction between Customer and any third party,
- Any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or
- The quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services. In the event that Customer has a dispute with any such third party, Customer releases Think201 (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Internet Domain Names:
Think201 has chosen independent Third Party Domain Name Vendors (“TPDNVs”) who are ICANN accredited registrars, to provide domain name registration services. Customer hereby authorizes Think201 if requested, to transfer in or acquire Customer’s selected domain name from TPDNVs. In order to receive a domain name, Customer must agree and remain agreeable through the use of the Domain Name, to the TPDNVs’ terms of service which the TPDNVs may change at any time in their sole discretion to the TPDNVs’ terms of service. Customer understands that Customer is creating a separate contractual relationship between Customer and the TPDNVs, and that Customer, and not Think201, is responsible for all liability, and obligations in connection with that relationship.
If, after opting one or more domain names that are included with any Think201 Service package, because of a customer’s incorrect registration of a domain name or otherwise, customer chooses to delete a previously opted domain name and subsequently opt one or more additional different Domain Names, Customer will be charged the resulting Domain Name registration fees.
Customer will be listed as the registrant and administrative contact in connection with Customer’s domain name; however, Think201 may temporarily list itself as the registrant and administrative contact in the event that it changes to a different TPDNVs until the TPDNVs change is completed. Customer hereby authorizes Think201 to list itself as the billing contact, technical contact and name servers in connection with Customer’s domain name and to take any actions Think201 deems appropriate in those capacities. However, upon termination of the Service, Think201 will immediately cease acting in those capacities including switching registrars. After such time, Think201 will not be responsible to forward any notices, emails or other correspondence to Customer or to take any other actions in connection with Customer’s domain name.
All Think201 accounts may have Email services provided by an independent Third Party Email Services Vendor (“TPESV”). Think201 is not responsible for the actions or inaction of the then current TPESV or the unavailability or malfunction of their network or services. Think201 is not a party to, and shall not be involved in or responsible for, transactions, agreements, and/or disputes between Customer and the TPESV (“TPESV Dispute”). In the event of a the TPESV Dispute, Customer hereby releases Think201 (and its officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connected with such disputes.
Standard Clip-Art and Photos:
As part of the Service, Think201 provides its Customers with standard clip-art and photos to corporate into their Customer Web Sites. In using the clip-art and photos, Customer is governed by an Image License Agreement with a Third Party Image Vendor (“TPIV”), the supplier of the clip-art and photos, which is incorporated into this Agreement. Customer understands that the Image License Agreement is a separate contractual relationship between Customer and the TPIV, and that Customer, and not Think201, is responsible for all liability, and obligations in connection with that relationship. Think201 is not a party to, and shall not be involved in or responsible for, transactions, agreements, and/or disputes between Customer and the TPIV (“TPIV Dispute”). In the event of a TPIV Dispute, Customer hereby releases Think201 (and its officers, directors, agents, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connected with such disputes.
Think201 Proprietary Rights/Software Licenses:
Customer acknowledges and hereby agrees that the Service and any software used in connection with the Service (the “Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer further acknowledges and agrees that content contained in sponsor advertisements or information presented to Customer through the Service, advertisers and/or Discussion Boards is protected by applicable copyrights, trademarks, service marks, patents and other proprietary rights and laws.
Think201 provides Customer with a non-exclusive, non-transferable, limited license to use the Software, which Customer agrees to use in accordance with this Agreement. Customer may not sub-license or charge others to use or access the Software without first obtaining written permission or a written agreement from Think201. The Software is owned by Think201 and/or its suppliers and is protected to the maximum extent permitted by copyright laws and international treaty provisions. Any reproduction, modification, creation of derivative works from or redistribution of the Software is expressly prohibited, and may result in severe civil and criminal penalties. The Software, its structure, sequence and organization and source code are considered trade secrets of Think201 and its suppliers and are protected by trade secret laws.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. CUSTOMER MAY NOT DECOMPILE OR DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER ANY SOURCE CODE CONTAINED IN ANY SOFTWARE PROVIDED HEREUNDER.
Copyright and Trademark Notices:
All materials of the Service and the Software (as well as the organization and layout of the Service are owned and copyrighted or licensed by Think201. All rights reserved. No reproduction, distribution, or transmission of the copyrighted materials of the Service, which includes the Think201, and/or the Software, is permitted without the written permission of Think201. Any rights not expressly granted herein are reserved.
Delivery, Timeline & Billing
Think201 offers website, web application, mobile application services and other internet related solutions that are delivered online, we do not charge for the ‘shipments and delivery’ as the transfer and delivery is done online. The time of delivering a product varies on the product or service type and solely depends upon the co-ordination from the client.
It is widely accepted in the industry that software delivery timelines can vary widely based on scope, planning and execution methods. Since software by its very nature is completely intangible; is difficult to quantify the deliverables and timelines.
Think201 works on iterative development methods so that clients can stay informed on progress, satisfaction and get to see what they paid for. The following clauses apply in case of disagreements:
1. Unexpected Delays
Unexpected delays may be encountered as we are a small organization with no shadow resources, and manage multiple projects simultaneously. In such events, clients will be kept informed about constant updates related to revision of timelines associated with software deliverables.
Written record and concerns related to timelines and business liabilities if any should be communicated to all members to Think201 team in such a case and this is considered as the client’s responsibility unless stated otherwise in the contract agreement at the start of planned work.
2. Termination of agreed work
Think201 reserves the right to cease and terminate work on a project without making the cause known. In case the client is unhappy with software quality, pace of work or deliverables in general, they may withdraw from the contract after paying dues to Think201 on a hourly basis.
In case of termination of the project from client’s side, 50% of the agreed amount or completed work amount (whichever is higher) should be paid to Think201. Along with this, 15% of the received amount has to be paid to Think201 as compensation.
In case of termination of the project from Think201 side for any circumstances, the amount for work which is not done yet will be refunded along with code handover.
The clauses from liabilities section of the Terms & Conditions apply.
3. Financial liabilities
All dues to Think201 as of the agreed upon scope of work have to compensated. If for any reason the client decides to terminate the work, payments have to be made for work done on a hourly basis.
In no case or eventuality can Think201 be held liable for loss of business, time or expense encountered. Clients are responsible for evaluating, testing and ensuring the business risk associated with software products and timelines associated with making them. In case of software failures, accidents, calamities or acts of God – it is the liability of the client to ensure backups, redundancy and business continuity unless Think201 has been exclusively contracted for any of these.
Think201 also does not entertain the possibility of refunds, compensation or damages in any form whatsoever. Payments paid are considered advance to start working or for code/software delivered, and are billed as such.
Limitation of Liability:
Notwithstanding anything to the contrary in this agreement or otherwise, in no event shall Think201 and/or its suppliers be liable for any indirect, punitive, special, incidental or consequential or any damages whatsoever, including, but not limited to, damages for loss of use, data or profits (however arising, including negligence) even if Think201 or any of its suppliers has been advised of the possibility of damages, arising out of or in connection with
(A) The use or inability to use the service,
(B) The provision of or failure to provide services,
(C) For any information, software, products, services and related graphics obtained through the service or otherwise arising out of the use of the service,
(D) Statements or conduct of any third party on the service, or
(E) Any other matter relating to the service. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to customer.
(F) Think201 won’t be liable to You for any damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this Agreement or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if Think201 has been advised of the possibility of such damages.
Customer agrees to indemnify and hold Think201 and its suppliers, affiliates, partners, subsidiaries and employees (collectively, the “Indemnified Parties”) harmless from any and all claims and demands, losses, liability costs and expenses (including, but not limited to, reasonable attorneys’ fees), incurred by an Indemnified Party arising out of or related to
- Customer’s breach of this Agreement;
- Any information (including but not limited to Customer Content and Customer’s publicly posted information) submitted, posted, or otherwise provided by Customer at the Customer Site and/or to Think201 and/or its affiliates;
- Any dispute or litigation between an Indemnified Party and a third party caused by Customer’s actions; and
- Customer’s negligence or violation or alleged violations of any rights of another;
- Any third party claim against the Indemnified Party for:
- Personal injury or property damage to the extent such Liabilities arise out of or result from the negligence or other tortuous conduct of Customer; or
- The breach of any representation or warranty made by Customer; or
- Any claim by a customer of Customer against any Indemnified Party to the extent such Liabilities arise out of or result from Customer’s business dealings with such Customer, including, without limitation the provision of any products or services to such Customer. These obligations will survive any termination of Customer’s relationship with Think201 or Customer’s use of the Service. To the fullest extent permitted by law, the foregoing indemnity will apply regardless of any fault, negligence, or breach of warranty or contract of Think201 and/or its suppliers, affiliates, partners, subsidiaries and employees.