Acceptance of Terms of Service
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By registering for and/or using the Services in any manner, including but not limited to visiting or
browsing the Site, you agree to these Terms of Service and all other operating rules, policies and
procedures that may be published from time to time on the Site or any of the Services by us, each of which
is incorporated by reference and each of which may be updated from time to time without notice to you.
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Certain of the Services may be subject to additional terms and conditions specified by us from time to
time;
your use of such Services is subject to those additional terms and conditions, which are incorporated into
these Terms of Service by this reference.
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These Terms of Service apply to all users of the Services, including, without limitation, users who are
simply visiting or browsing the Site and users who are contributors of content, information, and other
materials or services, registered or otherwise.
Eligibility
By registering for and/or using the Services in any manner, including but not limited to visiting or
browsing
the Site, you agree to these Terms of Service and all other operating rules, policies and procedures that
may
be published from time to time on the Site or any of the Services by us, each of which is incorporated by
reference and each of which may be updated from time to time without notice to you.
Certain of the Services may be subject to additional terms and conditions specified by us from time to time;
your use of such Services is subject to those additional terms and conditions, which are incorporated into
these Terms of Service by this reference.
These Terms of Service apply to all users of the Services, including, without limitation, users who are
simply
visiting or browsing the Site and users who are contributors of content, information, and other materials or
services, registered or otherwise.
Registration
To use certain Services, you must register for an account with us (an "Account"). You must provide accurate
and complete information and keep your Account information updated. You shall not: (i) select or use as a
username a name of another person with the intent to impersonate that person; (ii) use as a username a name
subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a
username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity
that occurs on your Account, and for keeping your Account password secure. You may never use another
person's
Account or registration information for the Services without permission. You must notify us immediately of
any
change in your eligibility to use the Services (including any changes to or revocation of any licenses from
state authorities), breach of security or unauthorized use of your Account. You should never publish,
distribute or post login information for your Account. You shall have the ability to delete your Account,
either directly or through a request made to one of our employees or affiliates.
Content
- Definition
- For purposes of these Terms of Service, the term "Content" includes, without limitation, information,
data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and
interactive features generated, provided, or otherwise made accessible on or through the Services. For the
purposes of this Agreement, "Content" also includes all User Content (as defined below).
- User Content
- All Content added, created, uploaded, submitted, distributed, or posted to the Services by users
(collectively "User Content"), whether publicly posted or privately transmitted, is the sole
responsibility of the person who originated such User Content. You represent that all User Content
provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and
regulations. You acknowledge that all Content, including User Content, accessed by you using the Services
is at your own risk and you will be solely responsible for any damage or loss to you or any other party
resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will
continue to be accurate.
- Notices and Restrictions
- The Services may contain Content specifically provided by us, our partners or our users and such Content
is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights
and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained
in any Content accessed through the Services.
- Use License
- Subject to these Terms of Service, we grant each user of the Services 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 Services. Use, reproduction, modification, distribution or storage of any
Content for other than purposes of using the Services is expressly prohibited without prior written
permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for
commercial use or in any way that violates any third party right.
- License Grant
- By submitting User Content through the Services, you hereby grant us a worldwide, non-exclusive,
perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify,
truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise
fully exploit the User Content or any derivative works thereof in connection with the Site, the Services
and our (and our successors' and assigns') businesses, including without limitation for promoting and
redistributing part or all of the Site or the Services in any media formats and through any media channels
(including, without limitation, third party websites and feeds), and including after your termination of
your Account or the Services. You also hereby grant each user of the Site and/or the Services a
non-exclusive, perpetual license to access your User Content through the Site and/or the Services, and to
use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User
Content, including after your termination of your Account or the Services, to the extent permitted by the
Site and/or the Services. For clarity, the foregoing license grants to us and our users does not affect
your other ownership or license rights in your User Content, including the right to grant additional
licenses to your User Content, unless otherwise agreed in writing. 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.
- Availability of Content
- We do not guarantee that any Content will be made available on the Site or through the Services. We
reserve
the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole
discretion, at any time, without notice to you and for any reason (including, but not limited to, upon
receipt of claims or allegations from third parties or authorities relating to such Content or if we are
concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove
or block any Content from the Services.
- DMCA Policy
- We will not tolerate violations of intellectual property rights. If you are a copyright owner and
believe
that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital
Millennium Copyright Act ("DMCA"). To provide us notice of an infringement, you must provide a written
communication to the attention of "DMCA Infringement Notification Dept." at Thinkful, Inc., 304 Hudson st,
Suite 505, New York, NY 10013 or by email to hello@thinkful.com that sets forth the information specified
by the DMCA (see http://www.copyright.gov/title17/92chap5.html#512. You may be liable for damages
(including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your
copyright.
Rules of Conduct
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As a condition of use, you promise not to use the Services for any purpose that is prohibited by these
Terms of Use. You are responsible for all of your activity in connection with the Services.
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You shall not (and shall not permit any third party to) either (a) take any action or (b) upload,
download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the
Service, including without limitation any User Content, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any
other person or entity or violates any law or contractual duty;
- is false, misleading, untruthful or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive
of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts
nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our
sole discretion;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
- contains software viruses or any other computer codes, files, or programs that are designed or
intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or
telecommunications equipment or to damage or obtain unauthorized access to any system, data, password
or other information of ours or of any third party;
- impersonates any person or entity, including any of our employees or representatives; or
- includes anyone's identification documents or sensitive financial information.
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You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion)
an unreasonable or disproportionately large load on our (or our third party providers') infrastructure;
(ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted
on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to
prevent or restrict access to the Services (or other accounts, computer systems or networks connected to
the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated
software, devices, or other processes to "crawl" or "spider" any page of the Site or any other aspect of
the Services; (vi) harvest or scrape any Content or other data from the Services; or (vii) otherwise take
any action in violation of our guidelines and policies.
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You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or
otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services
(including without limitation any application), except to the limited extent applicable laws specifically
prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the
Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive
hereunder. You shall abide by all applicable local, state, national and international laws and
regulations.
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We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe
is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii)
enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect,
prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests,
or (v) protect the rights, property or safety of us, our users and the public.
Third Party Services
The Services may permit you to link to other websites, services or resources on the Internet, and other
websites, services or resources may contain links to the Services. When you access third party resources on
the Internet, you do so at your own risk. These other resources are not under our control, and you
acknowledge that we are not responsible or liable for the content, functions, accuracy, legality,
appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not
imply our endorsement or any association between us and their operators. You further acknowledge and agree
that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged
to be caused by or in connection with the use of or reliance on any such content, goods or services
available on or through any such website or resource.
Payments and Billing
- Paid Services. Certain of our Services may be subject to payments
now or in the future
(the "Paid Services"). Please contact us for a description of the current Paid Services. Please note that
any payment terms presented to you in the process of using or signing up for a Paid Service are deemed
part of this Agreement.
- Billing. We use a third-party payment processor (the "Payment
Processor") to bill you
through a payment account linked to your Account on the Services (your "Billing Account") for use of the
Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of
the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment
Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all
charges at the prices then in effect for any use of such Paid Services in accordance with the applicable
payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider
(your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the
right to correct any errors or mistakes that it makes even if it has already requested or received
payment.
- Payment Method. The terms of your payment will be based on your
Payment Method and may
be determined by agreements between you and the financial institution, credit card issuer or other
provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from
you, you agree to pay all amounts due on your Billing Account upon demand.
- Recurring Billing. Some of the Paid Services may consist of an
initial period, for
which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a
recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature
and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC
CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF
WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT
METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR
AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, PLEASE CONTACT YOUR ACCOUNT REPRSENTATIVE OR EMAIL THINKFUL
AT HELLO@THINKFUL.COM.
- Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE
AND ACCURATE
INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING
ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT
CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS
CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE
UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY
CONTACTING YOUR ACCOUNT REPRESENTATIVE OR EMAILING HELLO@THINKFUL.COM. IF YOU FAIL TO PROVIDE ANY OF THE
FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR
BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
- Change in Amount Authorized. If the amount to be charged to your
Billing Account varies
from the amount you preauthorized (other than due to the imposition or change in the amount of state sales
taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the
date of the charge before the scheduled date of the transaction. Any agreement you have with your payment
provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred
and submit them as one or more aggregate charges during or at the end of each billing cycle.
- Auto-Renewal for Subscription Services. Unless you opt out of
auto-renewal, which can
be done by contacting your account representative or emailing hello@thinkful.com, any Subscription
Services you have signed up for will be automatically extended for successive renewal periods of the same
duration as the subscription term originally selected, at the then-current non-promotional rate. To change
or resign your Subscription Services at any time, contact your account representative or email
hello@thinkful.com. If you terminate a Subscription Service, you may use your subscription until the end
of your then-current term; your subscription will not be renewed after your then-current term expires.
However, you won't be eligible for a prorated refund of any portion of the subscription fee paid for the
then-current subscription period.
- Reaffirmation of Authorization. Your non-termination or continued
use of a Paid Service
reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those
charges for payment and you will be responsible for such charges. This does not waive our right to seek
payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise
described when you initially selected to use the Paid Service.
- Free Trials and Other Promotions. Any free trial or other
promotion that provides
access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid
Service before the end of the trial period in order to avoid being charged for that Paid Service. If you
cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please
contact us at hello@thinkful.com.
Termination
We may terminate your access to all or any part of the Services at any time, with or without cause, with or
without notice, effective immediately, which may result in the forfeiture and destruction of all information
associated with your membership. If you wish to terminate your Account, you may do so by contacting Thinkful
through your representative or by emailing hello@thinkful.com. Any fees paid hereunder are non-refundable.
All provisions of these Terms of Service which by their nature should survive termination shall survive
termination, including, without limitation, licenses of User Content, ownership provisions, warranty
disclaimers, indemnity and limitations of liability.
Warranty Disclaimer
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We have no special relationship with or fiduciary duty to you. You acknowledge that We have no duty to
take any action regarding: i. which users gain access to the Services; ii. what Content you access via the
Services; or iii. how you may interpret or use the Content.
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You release us from all liability for you having acquired or not acquired Content through the Services. We
make no representations concerning any Content contained in or accessed through the Services, and we will
not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content
contained in or accessed through the Services.
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THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF
TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, CONTENT
PROVIDERS, SERVICE PROVIDERS AND OTHERS WITH WHOM WE DO BUSINESS (COLLECTIVELY, OUR "RELATED PARTIES AND
REPRESENTATIVES") DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME
OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR
THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE
SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.
Indemnification
You shall defend, indemnify, and hold harmless us and our Related Parties and Representatives from all
liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your
use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of
these Terms of Service, or infringement by you, or any third party using your Account or identity in the
Services, of any intellectual property or other right of any person or entity. We reserve the right to
assume the exclusive defense and control of any matter subject to indemnification by you, in which event you
will assist and cooperate with us in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR RELATED PARTIES AND REPRESENTATIVES, BE LIABLE UNDER CONTRACT, TORT, STRICT
LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST
PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES
(HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF
ORIGINATION), OR (III) FOR ANY DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE GREATER OF (A) FEES PAID TO US
FOR THE PARTICULAR SERVICES DURING THE IMMEDIATELY PREVIOUS THREE (3) MONTH PERIOD OR (B) $500.00.
Governing Law and Jurisdiction
These Terms of Service shall be governed by and construed in accordance with the laws of the State of New
York, including its conflicts of law rules, and the United States of America. You agree that any dispute
arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive
jurisdiction and venue of the state and Federal courts of New York County, New York.
Modification
We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change,
suspend, or discontinue the Services (including without limitation, the availability of any feature,
database, or content) at any time by posting a notice on the Site or by sending you notice through the
Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits
on certain features and services or restrict your access to parts or all of the Services without notice or
liability. While we will timely provide notice of modifications, it is also your responsibility to check
these Terms of Service periodically for changes. Your continued use of the Services following notification
of any changes to these Terms of Service constitutes acceptance of those changes.
Miscellaneous
- Entire Agreement and Severability. These Terms of Service are the
entire agreement
between you and us with respect to the Services, including use of the Site, and supersede all prior or
contemporaneous communications and proposals (whether oral, written or electronic) between you and us with
respect to the Services. If any provision of these Terms of Service is found to be unenforceable or
invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms
of Service will otherwise remain in full force and effect and enforceable. The failure of either party to
exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights
hereunder
- Force Majeure. We shall not be liable for any failure to perform
our obligations
hereunder where such failure results from any cause beyond our reasonable control, including, without
limitation, mechanical, electronic or communications failure or degradation.
- Assignment. These Terms of Service are personal to you, and are
not assignable,
transferable or sublicensable by you except with our prior written consent. We may assign, transfer or
delegate any of our rights and obligations hereunder without consent.
- Agency. No agency, partnership, joint venture, or employment
relationship is created as
a result of these Terms of Service and neither party has any authority of any kind to bind the other in
any respect.
- Notices. Unless otherwise specified in these Term of Service, all
notices under these
Terms of Service will be in writing and will be deemed to have been duly given when received, if
personally delivered or sent by certified or registered mail, return receipt requested; when receipt is
electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for
next day delivery by recognized overnight delivery service. Electronic notices should be sent to
hello@thinkful.com.
- No Waiver. Our failure to enforce any part of these Terms of
Service shall not
constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver
of compliance in any particular instance does not mean that we will waive compliance in the future. In
order for any waiver of compliance with these Terms of Service to be binding, we must provide you with
written notice of such waiver through one of our authorized representatives.
- No Joinder or Class Action; Statute of Limitations. To the fullest
extent permitted by
applicable law, NO CLAIM UNDER THESE TERMS OF SERVICE SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY
CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE AND NO CLASS ACTION PROCEEDINGS SHALL BE
PERMITTED. In no event shall any claim, action or proceeding by you be instituted more than three (3)
years after the cause of action arose
- Headings. The section and paragraph headings in these Terms of
Service are for
convenience only and shall not affect their interpretation.