Welcome to the official website (the “Website”) of Thinkbox Software Inc. (“Thinkbox”) at www.thinkboxsoftware.com. Please read these terms and conditions (this “Agreement”) carefully as they govern your access and use of the Website, which includes subpages of thinkboxsoftware.com and the website for Deadline on Demand, www.deadlineondemand.com and the website for Deadline, www.deadline.thinkboxsoftware.com. Please note that your use of the Website consitutes your agreement to follow and be bound by the terms of this Agreement. If you do not agree to this Agreement, please do not use this Website. Thinkbox may revise this Agreement at any time, at its sole discretion, by posting an amended Agreement on the Website. Any changes that Thinkbox makes to this Agreement will be effective immediately upon posting.
Ownership. The Website, together with all content and materials available thereon, is the property of Thinkbox and is protected under applicable copyright and trademark law. The names and logos identifying the Website and Thinkbox and its products and services, or products of third parties, are either trade-marks of Thinkbox or trade-marks which Thinkbox is licensed to use. Except as expressly provided herein, nothing shall confer on you any licence of any such mark or of any other intellectual property right of Thinkbox or any third party.
Termination. Thinkbox shall be entitled to terminate your permission to use the Website and/or shall be entitled to terminate the operation of the Website at any time, without notice.
Your Conduct. You warrant and undertake that in your use of the Website you shall:
Inaccuracies. Thinkbox endeavours to present the most recent, accurate and reliable information on the Website at all times. However, there may be occasions when some of the information may contain incomplete data, typographical errors, or inaccuracies, including incorrect specifications for products. Thinkbox presents its content “as is” and Thinkbox makes no claims to its accuracy, either expressed or implied. Thinkbox reserves the right to amend errors or to update product information at any time without prior notice. Thinkbox does not warrant that the content of the Website is accurate or complete. In the event a product is listed or quoted at an incorrect price due to error, including on the Product Pricing page, the Thinkbox Store, or through correspondence with a Thinkbox representative when requesting a quote, Thinkbox shall have the right to refuse any orders made for products listed at the incorrect price.
Pricing Information. Any prices displayed on the Website are quoted in US Dollars, unless otherwise specified.
Advertisements. Any advertisements on the Website are invitations to you to make offers to purchase products and services and are not offers to sell.
DISCLAIMER. THE WEBSITE AND ITS CONTENTS ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT REPRESENTATION, TERM, CONDITION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (AND WHETHER IMPLIED BY LAW, CUSTOM OR OTHERWISE) IN RESPECT OF THE WEBSITE AND/OR ITS CONTENTS. THINKBOX AND ITS AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND THEIR RESPECTIVE AGENTS DISCLAIM ALL REPRESENTATIONS, TERMS, CONDITIONS AND WARRANTIES INCLUDING BUT NOT LIMITED TO, THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES, WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
EXCLUSION OF LIABILITY. NEITHER THINKBOX NOR ANY OF ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THIS AGREEMENT INCLUDING BUT NOT LIMITED TO LOSS OF DATA, BUSINESS, MARKETS, SAVINGS, INCOME, PROFITS, USE, PRODUCTION, REPUTATION OR GOODWILL, ANTICIPATED OR OTHERWISE, OR ECONOMIC LOSS, UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY), REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH) BY THINKBOX OR ANY PERSON FOR WHOM THINKBOX IS RESPONSIBLE EVEN IF THINKBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE BEING INCURRED. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE IS TO STOP USING THE WEBSITE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
EXCLUSIVE REMEDY. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO THINKBOX FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY OR LAW OR EQUITY, REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING (INCLUDING WITHOUT LIMITATION GROSS NEGLIGENCE AND FUNDAMENTAL BREACH), ARISING FROM, CONNECTED WITH, OR RELATING TO THE WEBSITE OR THIS AGREEMENT SHALL BE $100.
Linking, Framing and Data Mining. Thinkbox makes no representations whatsoever about any other websites which you may access through the Website or which may link to the Website. Links to the Website without the express written permission of Thinkbox are strictly prohibited. When you access any other website you understand that it is independent from Thinkbox and that Thinkbox has no control over the content or availability of that website. In addition, a link to any other site does not mean that Thinkbox endorses or accepts any responsibility for the content, or the use of, such a website, and Thinkbox shall not be liable for any loss, damage or offence caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other website or resource. The framing, mirroring, scraping or data-mining of the Website or any of its content in any form and by any means is strictly prohibited.
Submissions. While Thinkbox welcomes your comments and feedback regarding the Website and Thinkbox’s products and services on its forums and through direct communications, Thinkbox does not wish to receive any confidential or proprietary ideas, suggestions, materials, or information. Please note that all of your comments, feedback, ideas, suggestions, and other submissions that are disclosed or submitted to Thinkbox, including through the forums available on the Website, shall become and remain the property of Thinkbox. To the extent that ownership of such submissions does not vest with Thinkbox, you grant Thinkbox a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable right to exploit, in any way, commercially or otherwise, such submissions, with the right to sublicense. Any disclosure or submission by you is a declaration of the full release of all proprietary claims and/or intellectual rights regarding your submission.
Indemnification. You agree to indemnify, defend, and hold harmless Thinkbox, its officers, directors, employees, agents, affiliates, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable legal fees, resulting from (a) any violation of these terms and conditions, (b) any allegation that any information or material submitted by you to Thinkbox violates any intellectual property, proprietary, contract, or other right of any third party, or (c) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Website using your account.
Login Credentials. Parts of the Website may be accessible only by users who have been issued a login name and password (collectively "Credentials") by Thinkbox. For the purposes of accessing the Website, the Credentials remain the property of Thinkbox and may be cancelled or suspended at any time by Thinkbox in its discretion without any notice or liability to you or any other person. Thinkbox is not under any obligation to verify the actual identity or authority of any person using Credentials to access and use the Website. Thinkbox may act upon any communication that is given with the use of Credentials. If you have been issued Credentials: (i) you are fully responsible and liable for the security of the Credentials and any and all use and misuse of the Credentials; (ii) you will keep the Credentials secure and confidential at all times and not disclose the Credentials to any other person or permit any other person to use the Credentials; and (iii) you will immediately notify Thinkbox by email at firstname.lastname@example.org if you know or suspect that any Credentials have been lost or stolen or become known to or used by any other person.
Entire Agreement. This Agreement, which shall be deemed to include any Thinkbox policies which are published on the Website from time to time, shall constitute the entire agreement of the parties in relation to the use of the Website, and this Agreement supersedes any other agreements between the parties in this matter. All other terms, conditions, warranties or other stipulations concerning the Website whether express or implied by common law or under statute are excluded to the fullest extent permitted by law.
Severability. If any of term or condition of this Agreement should be determined to be illegal, invalid or otherwise unenforceable, then to the extent such term or condition is illegal, invalid or unenforceable, it shall be severed and deleted from this Agreement and the remaining Agreement shall survive, remain in full force and effect and continue to be binding and enforceable.
Amendments and Waivers. No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise provided.
Force Majeure. Thinkbox shall not be liable for any breach of this Agreement by it to the extent that such breach arises from any act of God, war, national emergency, act of terrorism, riot, civil commotion, fire, explosion, flood, storm, epidemic, power outage, fuel shortage or any other similar cause beyond the reasonable control of Thinkbox.
Applicable Law. This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Manitoba and the federal laws of Canada applicable therein, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such province and all courts competent to hear appeals therefrom.
Language. The parties hereto have expressly requested that this Agreement and all related documents be drafted in English. Les parties aux présentes ont expressément requis que les présentes et tout document y affèrent soient rédigés en langue anglaise.
a) use the Website only for lawful purposes, and in a manner which does not infringe the rights of, or restrict or inhibit the use of the Website by, any third party;
b) not engage in any conduct which is unlawful, including any piracy or other infringement of intellectual property rights, or unauthorized use of the materials and content available on the Website;
c) not engage in any conduct which may harass or cause distress or inconvenience to any person;
d) not transmit or distribute any material or information which contravenes any applicable law or any person's legal rights; and
e) use current virus monitoring software when using the Website.