Terms of Use

Last Updated: 12/[22]/2020

Please read these Terms of Use (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at https://www.thinkiq.com/ (the “Site”) offered by ThinkIQ, Inc. (“ThinkIQ”). We provide a log-in on the Site for our current customers of our SaaS solutions (“SaaS Solutions”). No rights are granted to use the SaaS Solutions by virtue of these Terms. If you are a current customer, your use of the SaaS Solution is permitted and governed by your License Agreement with us.

1.Agreement to Terms. By using our Site, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Site.

2.Privacy Policy. Please review our Privacy Policy, which also governs your use of the Site for information on how we collect, use and share your information.

3.Changes to these Terms or the Site. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. If you continue to use the Site after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Site anymore. Because our Site is evolving over time we may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.

4.Who May Use the Site? You may use the Site only if you are 18 years or older and capable of forming a binding contract with ThinkIQ, and not otherwise barred from using the Site under applicable law.

5.Our Intellectual Property. We may make available through the Site content that is subject to intellectual property rights. We retain all rights to that content.

6.General Prohibitions and ThinkIQ’s Enforcement Rights. You agree not to do any of the following:

(a)Use, display, mirror or frame the Site or any individual element within the Site, ThinkIQ’s name, any ThinkIQ trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ThinkIQ’s express written consent;

(b)Access, tamper with, or use non-public areas of the Site, ThinkIQ’s computer systems, or the technical delivery systems of ThinkIQ’s providers;

(c)Attempt to probe, scan or test the vulnerability of any ThinkIQ system or network or breach any security or authentication measures;

(d)Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ThinkIQ or any of ThinkIQ’s providers or any other third party (including another user) to protect the Site;

(e)Attempt to access or search the Site or download content from the Site using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ThinkIQ or other generally available third-party web browsers;

(f)Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

(g)Use any meta tags or other hidden text or metadata utilizing a ThinkIQ trademark, logo URL or product name without ThinkIQ’s express written consent;

(h)Use the Site, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

(i)Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site to send altered, deceptive or false source-identifying information;

(j)Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site;

(k)Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;

(l)Collect or store any personally identifiable information from the Site from other users of the Site without their express permission;

(m)Impersonate or misrepresent your affiliation with any person or entity;

(n)Violate any applicable law or regulation; or

(o)Encourage or enable any other individual to do any of the foregoing.

ThinkIQ is not obligated to monitor access to or use of the Site or to review or edit any content. However, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

7.Links to Third Party Websites or Resources. The Site may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or Site on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

8.Termination. We may suspend or terminate your access to and use of the Site, including suspending access to or terminating your account (that we may, but have no obligation to offer), at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Site or your account, the following Sections will survive: 5, 8, 9, 10, 11, 12, and 13.

9.Warranty Disclaimers. THE SITE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Site.

10.Indemnity. You will indemnify and hold ThinkIQ and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Site, or (b) your violation of these Terms.

11.Limitation of Liability.
(a)TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THINKIQ NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SITE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THINKIQ OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

(b)TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL THINKIQ’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SITE EXCEED ONE HUNDRED DOLLARS ($100).

(c)THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THINKIQ AND YOU.

12.Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The parties expressly consent to personal and exclusive jurisdiction in the state and federal courts located in Orange County, California, and you and ThinkIQ each waive any objection to jurisdiction and venue in such courts.

13.General Terms.

(a)Reservation of Rights. ThinkIQ and its licensors exclusively own all right, title and interest in and to the Site, including all associated intellectual property rights. You acknowledge that the Site are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site.

(b)Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between ThinkIQ and you regarding the Site, and these Terms supersede and replace all prior oral or written understandings or agreements between ThinkIQ and you regarding the Site. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without ThinkIQ’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. ThinkIQ may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

(c)Notices. Any notices or other communications provided by ThinkIQ under these Terms will be given: (i) via email; or (ii) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

(d)Waiver of Rights. ThinkIQ’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ThinkIQ. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

14.Contact Information. If you have any questions about these Terms or the Site, please contact ThinkIQ at:

ThinkIQ
65 Enterprise
Aliso Viejo, CA 92656
United States
Phone: 1-844-805-9030
contact@thinkiq.com

15.Notice for California Residents. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding this website, please send an email to contact@thinkiq.com. You may also contact us by writing to:
ThinkIQ
65 Enterprise
Aliso Viejo, CA 92656
United States.
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.