Client Terms and Conditions
Last updated on March 1, 2023.
Welcome to ThinkersOne. These Client Terms are a binding contract between you and T1 Commerce Inc. (“ThinkersOne”). Your access and use of the ThinkersOne website at https://thinkersone.com/ (the “Website”), web application (the “Applications”), and/or tools, included but not limited to web applications, formatters, validators, encoders & decoders, converters, cryptography and security tools, string escapers and utilities, data generators and other web resources available on the Website (the “Tools”), constitute your acceptance of these Client Terms in their entirety. If you do not agree with any of these Client Terms, or the documents they refer to, you may not access or view the Website, nor utilize the Applications or its Tools in any manner whatsoever.
These Client Terms apply solely to regular clients (“Clients”) of our Website, Applications and Tools.
You represent and warrant that you are an individual of legal age to form a binding contract.
If you’re agreeing to these Client Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Client Terms on that organization or entity’s behalf and bind them to these Client Terms (in which case, the references to “you” and “your” in these Client Terms, except for in this sentence, refer to that organization or entity).
Use of the ThinkersOne Website and Applications
Your usage of the ThinkersOne Website, Applications, and Tools is at your own risk, and ThinkersOne will not be liable for any damage you suffer as a result of such use. You represent and warrant that you have the legal right to send, upload or otherwise communicate any data or information you communicate to ThinkersOne at any time.
Personal Data and Privacy
Your ThinkersOne Client Account
You will need a Client Account with ThinkersOne (“Client Account”) and one or more passwords to access all Applications and Tools. You may create your own Client Account via our Website. Your Client Account gives you access to content and functionality that we may establish, maintain, change, remove, or terminate from time to time and in our sole discretion.
If you want to order or request Thinker Content(s) on behalf of a business you own, work for or otherwise legally represent, you must provide us with the business’ information required at the moment of creating your Client Account, or you will be treated as an individual by default.
You must protect the security of your account and your password. You acknowledge that you are responsible for the activities that happen on or through your Client Account. You may never use another client’s account without permission. When creating your Client Account, you must provide accurate and complete information.
You are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to your Client Account or passwords. It is your sole responsibility to: (1) control the dissemination and use of sign-in name, screen name and passwords; (2) authorize, monitor, and control access to and use of your Client Account and password; (3) promptly inform us if you believe your Client Account or password has been compromised or if there is any other reason you need to deactivate a password. You will notify us immediately via e-mail of any known or suspected unauthorized use of your Client Account by contacting us at firstname.lastname@example.org.
By creating a Client Account and agreeing to these Client Terms, you represent and warrant that:
a) you have not been prohibited from using or accessing any aspect of our Website by us or pursuant to any applicable law or regulation;
c) you (and any Client Account that you created or control) have not been previously banned or removed from our Website for any reason; and
d) you are not a convicted sex offender.
Through our Website, you may obtain documents, videos, audios, presentations, coaching sessions, conference calls, presentation slides (each, a “Thinker Content”) from public figures, business leaders, educators and thought leaders, and others (each, a “Thinker”). You may submit an order or request via our Website for one or more of the following Thinker Contents that is personalized for you or your business, in accordance with the following processes:
Think:Idea: A personalized one-to-many/one-to-one recorded thought leadership video based on the Thinkers’ pre-defined titles/topics. A Think:Idea includes one or two big ideas for an individual/group. A Think:Idea should be a minimum of five (5) minutes up to a maximum of 15 minutes.
At the time you place an order, your payment method will be charged the amount specified on the Thinker’s profile page on our Website. The Thinker will fulfill the order and deliver the Think:Idea as soon as possible and no later than five (5) business days after receiving the order. The Thinker may reject your order for Think:Idea within two (2) business days of receiving the order.
Think:Greeting: A personalized and customized one-to-one/one-to-many recorded video greeting which includes one or two thoughts of business wisdom for an individual/group. A Think:Greeting is a mini pep-talk/shout-out for an individual/group. A Think:Greeting can be any duration, but should be approximately two (2) to five (5) minutes.
At the time you place an order, your payment method will be charged the amount specified on the Thinker’s profile page on our Website. The Thinker will fulfill the order and deliver the Think:Greeting as soon as possible and no later than five (5) business days after receiving the order. The Thinker may reject your order for Think:Greeting within two (2) business days of receiving the order.
Think:Live: A personalized one-to-many/one-to-one live video meeting. This live video meeting will take place on the Client’s chosen virtual meeting platform on an approved date and time (by both Client and Thinker). Think:Live content will be in a “question and answer” format and/or a knowledge exchange. The Thinker will not be required to prepare any remarks. The Think:Live should be a maximum of fifteen (15) minutes.
After you submit a request and once the date and time are confirmed for the delivery of the Think:Live by you and the Thinker, ThinkersOne will request payment from you in the amount specified on the Thinker’s profile page on our Website. Once your payment method has been charged, the request will become an order.
The Thinker will fulfill the order at the scheduled date and time.
A Thinker may reject your request for Think:Live within two (2) business days of receiving the request.
You acknowledge and agree that ThinkersOne may determine in its sole discretion the means by which your order or request may be communicated to a Thinker. You acknowledge and agree that the Thinker has sole discretion to determine how to fulfill your order or request for the Thinker Content, and might not follow your order or request exactly. You further acknowledge that we reserve the right to cancel your order at any time for any reason, including but not limited to extenuating circumstances and Thinker’s inability to fulfill the order. We reserve the right to reject any order or request in our sole discretion. In the event a Thinker rejects your order or request or cancels your order, you will receive a full refund within seven (7) business days following the rejection/cancellation.
Subject to your payment in full, the applicable Thinker hereby grants to Client the following limited rights to use the Thinker Contents subject to these Client Terms:
License: If Client is an individual: an exclusive, royalty-free, fully paid, worldwide, non-sublicensable, revocable license to use the Think:Idea for Client’s personal and non-commercial use.
If Client is a business: an exclusive, royalty-free, fully paid, worldwide, non-sublicensable, revocable license to use the Think:Idea for internal purposes within the business.
Neither Client or any of Client’s affiliates may reproduce, distribute, or display any Think:Idea on or in any public-facing communication/media platform(s).
- Duration: 730 days from the delivery of the Think:Idea to Client.
- License: An exclusive, royalty-free, fully paid, worldwide, non-sublicensable, revocable license to use and publicly display Think:Greeting for non-commercial purposes.
- Duration: Perpetual, from the delivery of the Think:Greeting to Client.
License: Client may record each Think:Live session.
If Client is an individual: an exclusive, royalty-free, fully paid, worldwide, non-sublicensable, revocable license to use the recording of the Think:Live session for Client’s personal and non-commercial use.
If Client is a business: an exclusive, royalty-free, fully paid, worldwide, non-sublicensable, revocable license to use the recording of the Think:Live session for Client’s internal purposes within the business.
Neither Client or any of Client’s affiliates may broadcast any Think:Live session, or reproduce, distribute, or publicly display any recording of any Think:Live session in any manner.
- Duration: 730 days from the day of the Think:Live session.
To request other uses exceeding the above, please do not hesitate to contact us at email@example.com.
You acknowledge and agree to the following:
a) ThinkersOne will not be liable or responsible for any Thinker Content or other offering ordered or requested by you or any Client Submissions (defined below) you make;
b) Neither us or any Thinker have any obligation to re-do any Thinker Contents, provide substitute(s) for any Thinker Contents delivered to you, or refund you, in the event you are not satisfied with any Thinker Content delivered or otherwise made available to you;
c) you will not edit, change, modify, or create any derivative work of a Thinker Content or assist or encourage any third party to do so;
d) if you breach any provisions of these Client Terms, we may terminate your access to our Website, or remove or ban you (or any Client Account you created or control), your license to use any Thinker Content, or other offering under these Client Terms terminates, and you must promptly remove all copies of any Thinker Content, or other offering in your possession or control, including from any social media platform; and
e) without limiting any of our rights, any order or request you submit through our Website may be rejected by us or by a Thinker; and
f) Clients not domiciled and/or residing in Canada may not purchase, view or use Thinker Contents in Canada.
Fees and Payments
The fee for a Thinker Content or other offering is specified on the Thinker’s booking page on our Website when you make your order or request. When you submit your order, when your request becomes an order, or when you purchase merchandise, you agree to pay all amounts due in accordance with the payment terms in effect, including any applicable service, transaction, or processing fees, and applicable taxes. All transactions are in U.S. dollars (“USD”) unless otherwise specified at point of purchase.
ThinkersOne reserves the right (but is under no obligation) to cancel your Thinker Content order or request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Website for any reason. ThinkersOne also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Website or by other notice to you.
If you have a question about a purchase made via our Website or a charge to your payment card, please contact us at firstname.lastname@example.org. We have the sole discretion to determine how billing disputes between us will be resolved.
Canadian Sales Taxes (GST/HST/QST/British Columbia PST/Saskatchewan PST/Manitoba RST) will be collected where required and applicable. Clients who are Canadian tax residents must provide their Canadian addresses when placing an order or submitting a request for Thinker Contents. Clients who provide a business or residential address outside of Canada are presumed to not be Canadian tax residents, and therefore Canadian Sales Taxes will not be applicable to them.
This Website, the Applications, and the Tools are provided “AS IS”, without any representations or warranties, express or implied.
Without prejudice to the generality of the foregoing paragraph, ThinkersOne does not warrant that:
- This Website or any Applications or Tools contained therewith will be constantly available, or available at all; or
- The information on this Website is complete, true, accurate or non-misleading.
Limitations of Liability
To the maximum extent permitted by applicable law, in no event shall ThinkersOne, its officers, directors, managers, employees, agents, servants, contractors, affiliates, licensors, parents, subsidiaries, shareholders, owners, members or any other affiliated companies, entities or persons, or any Thinker (each a “ThinkersOne Party”) be liable to you (whether under the law of contact, the law of torts, negligence or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this Website, any Applications, Tools and/or Thinker Content:
- For any direct loss;
- For any indirect, special or consequential loss;
- For any punitive, incidental, exemplary or similar damages; or
- For any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.
- For any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of our Website, Applications, Tools, Thinker Content, or your Client Account or the information contained therein;
- For any errors, mistakes, omissions or inaccuracies;
- For any personal injury or property damage, of any nature whatsoever, resulting from your access to or use of our Website, Applications, Tools, Thinker Contents or any information, materials, goods and services provided by our affiliates, licensors, clients or other third parties;
- For any unauthorized access to or use of servers we use and/or any and all personal information stored therein;
- For any interruption or cessation of transmission to or from the servers we use;
- For bugs, viruses, Trojan horses, spyware or the like that may be transmitted to or through the servers we use by any third party;
- For loss or damage incurred as a result of the use of our Website, Applications, Tools, Thinker Contents, content or any information, materials, goods and services provided by our affiliates, licensors, clients or other third parties; and/or
- For Thinker Contents, Client Submissions, as defined hereinbelow or the defamatory, offensive, or illegal conduct of any third party.
In no event shall any ThinkersOne Party be liable to you for any claims in an amount exceeding the amount ThinkersOne received from you hereunder during the 12 months preceding the claim giving rise to such liability or USD$100.00, whichever is greater. This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we have been expressly advised of the possibility of such damage or loss. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Client Terms give you specific legal rights, and you may also have other rights, which vary based on the applicable jurisdiction. The disclaimers, exclusions, and limitations of liability under this agreement will not apply to the extent prohibited by applicable law.
ThinkersOne Intellectual Property and Confidentiality Rights
This Website, the Applications, and the Tools may contain intellectual property, industrial and other proprietary rights, protected or protectable under the laws of any country, including (a) trade names, trade dress, trademarks, service marks, logos, brand names and other identifiers; (b) copyrights, moral rights, neighboring rights, and related rights; (c) domestic and foreign inventions, patents and the registrations, applications, renewals, extensions and continuations, in whole or in part, thereof (hereinafter “Intellectual Property”), as well as trade secrets, inventions, discoveries, devices, processes, designs, techniques, trade secrets, ideas, know-how and other confidential or proprietary information, whether or not reduced to practice (hereinafter “Confidential Information”). Unless specified otherwise in writing, all Intellectual Property or Confidential Information rights in any element contained in the Website, Applications and/or Tools, shall be the exclusive ownership of ThinkersOne.
You may use the content of this Website and the Applications only for the purpose of using the Tools as provided and for no other purpose. No materials from this site may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without ThinkersOne’s prior written permission. All rights not expressly granted herein are hereby reserved by ThinkersOne.
Any unauthorized use of the materials appearing on this site may violate confidentiality, copyright, trademark, patent, and/or other applicable laws and could result in criminal or civil penalties.
This Website, the Applications and Tools contain functions that allow you to create, upload, store or submit content, orders and requests (“Client Submission”). You retain ownership of any intellectual property rights that you hold in such Client Submissions. When you create, upload, submit, store content to or through the Website, Applications and Tools, you agree to give ThinkersOne a royalty-free, perpetual, sublicensable, irrevocable and worldwide license to use, host, store, reproduce, modify, translate and otherwise act with respect to such Client Submissions to enable ThinkersOne to operate and improve its services.
Client Submission Standards
Any and all Client Submissions you make via this Website, the Applications and Tools must be lawful, not spammy, and clear of virus or other malware. More specifically, but without limiting the foregoing, it must comply with the following Client Submission Standards:
- Not contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
- Not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Not infringe any patent, trademark, trade secret, copyright or other intellectual property rights of any other person;
- Not violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Client Terms;
- Not violate or try to violate the security features of this Website, the Applications and/or Tools;
- Not be likely to deceive any person;
- Not promote any illegal activity, or advocate, promote or assist any unlawful act;
- Not cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
- Not be used to impersonate any person, or to misrepresent your identity or affiliation with any person or organization;
- Not involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; and
- Not give the impression that they emanate from us or any other person or entity, if this is not the case.
A violation of any of the foregoing is grounds for termination of your right to use or access ThinkersOne’s services.
You accept that ThinkersOne has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against ThinkersOne’s officers or employees in respect of any losses you suffer in connection with the Website.
Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in these Client Terms will protect ThinkersOne’s officers, employees, agents, affiliates, subsidiaries, successors, sponsors, assigns and sub-contractors as well as ThinkersOne.
ThinkersOne shall not be responsible, directly or indirectly, for any third-party ads, links information or contents hosted on any of its Website, Applications or Tools. ThinkersOne has not reviewed all of the sites linked to the Website, Applications and/or Tools and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by ThinkersOne of the site. Use of any such linked website is at your own risk. Before you act on information you have found on or through any of our Website, Applications or Tools, confirm any facts that are important to your decision.
You hereby release each ThinkersOne Party from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Website. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
You agree to defend, indemnify and hold harmless all ThinkersOne Parties from and against any and all claims, actions, suits, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (collectively “Claims”) arising out of or relating to: your use of and access to our Website, Applications or Tools, including any data, content or material provided or received by you; your violation of any term of these Client Terms, including without limitation your breach of any representations and warranties herein; your violation of any third-party right, including without limitation any right of privacy or Intellectual Property; your violation of any applicable law, rule or regulation; any Claim that arises as a result of any of your information or any Client Submissions via our Website, Applications and/or Tools; any other party’s access and use of our Website, Applications or Tools with your unique username, password or other appropriate security code. ThinkersOne may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.
Failure to enforce any right or provision of these Client Terms will not be considered a waiver of those rights.
If any provision of these Client Terms is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of these Client Terms.
Changes to the Terms and Conditions
ThinkersOne reserves the right to change these Client Terms. In case of change, ThinkersOne will use its best effort to bring it to your attention by placing a notice on this Website, and/or by other means, but you are responsible for knowing what the current Terms and Conditions are.
You will no longer be able to use the Website, Applications or Tools if you do not agree with the new Terms and Conditions. Your continued use of the Website, Applications and/or Tools in any way after a change to the Terms and Conditions is effective means you agree to the change.
These Client Terms and any rights and licenses granted hereunder may not be transferred or assigned by you. We may assign our rights under these Client Terms without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
You and ThinkersOne agree to resolve any disputes between you and ThinkersOne through binding and final arbitration instead of through court proceedings. You and ThinkersOne each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and ThinkersOne relating to these Client Terms or our Website. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. You agree that you have expressly and knowingly waived these rights.
These Client Terms shall be governed and construed in accordance with the laws of Quebec, Canada, excluding its conflict of law provisions. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Client Terms shall be finally settled in accordance with the rules of the Canadian Arbitration Association ("CAA Rules") by one arbitrator appointed in accordance with such Rules. The arbitration shall take place in Montreal, Canada in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce these Client Terms shall be entitled to costs and attorneys' fees.
You may contact us via email at email@example.com.