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THIS AGREEMENT IS A BINDING CONTRACT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY CUSTOMER AND USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION OR FREE TRIAL FOR THE SERVICES.

By accepting this Agreement, either by accessing or using the Services, or authorizing or permitting any User to access or use a Service, Customer agrees to be bound by this Agreement as of the date of such access or use of the Service (“Effective Date”). If you are entering into this Agreement on behalf of a company, organization or another legal entity, you are agreeing to this Agreement on behalf of that entity and representing to Think LP that you have the authority to bind such entity and its Affiliates to this Agreement, in which case term “Customer” herein refers to such entity and its Affiliates as set out in the Order. If you do not have such authority, or if you do not agree with this Agreement, you must not use or authorize any use of the Services.

1.DEFINITIONS

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“AppExchange” means the online directory of applications that might interoperate with the Subscription Services, located at http://www.salesforce.com/appexchange or at any successor websites.
“Customer Data” means all electronic data or information submitted by Customer to the Subscription Services.
“Implementation Services” means the professional services as identified in an Order to be provided by ThinkLP to launch Customer’s Subscription Services (“Implementation”).
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Order” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between the Parties from time to time. All Orders referencing this Agreement are governed by this Agreement.
“Professional Services” means professional services provided by ThinkLP following Implementation pursuant to an Order which are ancillary to the Subscription Services, which may include consulting, training, support, and other similar services
“Services” means Subscription Services, Implementation Services, and Professional Services.
“SLA” means the Service Level Agreement attached hereto as Schedule A.
“Subscription Services” means the online, Web-based subscription applications and platform provided by ThinkLP and purchased by Customer or its Affiliates under an Order via http://thinklpdev.wpenginepowered.com and/or other designated websites, including associated offline components but excluding Third Party Applications.
“Subscription Term” means the time period identified in the Order during which ThinkLP will provide the Subscription Services to Customer and its Users.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange.
“Users” mean Customer’s employees, representatives, consultants, contractors, or agents who are authorized by Customer to use the Services, for whom Subscription Services have been purchased, and who have been supplied user identifications and passwords by Customer (or by ThinkLP at Customer’s request).
“User Subscriptions” means the license to the Subscription Services granted to Users.

2.SERVICES

2.1 Provision of Subscription Services.  ThinkLP shall make the Subscription Services available to Customer and/or its Affiliates pursuant to this Agreement and the relevant Orders during a Subscription Term. Customer agrees that Customer’s purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by ThinkLP regarding future functionality or features.

2.2 User Subscriptions. Unless otherwise specified in the applicable Order, (i) Subscription Services are purchased as User Subscriptions and may only be accessed by the number of licensed users specified in the relevant Order , (ii) additional User Subscriptions may be added during the Subscription Term at the same pricing as that for the pre-existing User Subscriptions, prorated for the remainder of the Subscription Term in effect at the time the additional User Subscriptions are added, and (iii) the added User Subscriptions shall terminate on the same date as the pre-existing User Subscriptions. User Subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require on-going use of the Subscription Services.

2.3 Implementation Services and Professional Services.
a. Timing. ThinkLP shall use commercially reasonable efforts to perform Implementation Services and Professional Services in accordance with the work schedule, if any, in the applicable Order; provided however that all scheduled dates are estimates only.
b. Changes.
i. Customer may request a change order for changes in the scope, schedule, and/or deliverables, if any, in relation to the Implementation Services and/or Professional Services by submitting a request to ThinkLP in writing (by email is sufficient). ThinkLP shall not proceed with any change to its obligations under a Change Order request unless documented in a change order executed by both parties.
ii. After ThinkLP receives the change order, the parties shall meet within 14 days of order receipt date and, acting reasonably to confirm a feasible timeline and any additional costs to the Fees that may be levied in order for ThinkLP to execute on the Change Order.
iii. A change order shall be deemed acceptable by ThinkLP upon ThinkLP’s confirmation of acceptance in writing (via email is sufficient) to the change order request.
iv. To request an additional change to an accepted change order, Customer shall submit a new change order.
c. Customer Responsibilities. Customer will cooperate reasonably and in good faith with ThinkLP in ThinkLP’s performance of Implementation Services and Professional Services by allocating sufficient resources and timely performing any tasks reasonably necessary to enable ThinkLP to perform its obligations under each Order, including without limitation, attending meetings, providing reviews and approvals, responding to ThinkLP’s inquiries, or responding to ThinkLP’s requests for information, data or feedback as reasonably required.
d. Delays. Any delays in the performance of Implementation Services or Professional Services caused by Customer mayresult in additional applicable charges for resource time.
e. Acceptance. Upon completion of Implementation Services and/or Professional Services under an Order, ThinkLP will advise Customer (“Delivery Notice”) and, at Customer’s request, demonstrate its functionality. The Implementation Services and/or Professional Services shall be deemed accepted by Customer if Customer does not provide ThinkLP with detailed written notice of non-conformity within five (5) business days of Customer’s receipt of the Delivery Notice.

3.USE OF THE SERVICES

3.1 ThinkLP Responsibilities. ThinkLP shall:
a. use commercially reasonable efforts to make the Subscription Services available in accordance with the service level agreement (SLA);
b. provide ThinkLP standard support for the Subscription Services to Customer in accordance with the SLA at no additional charge, and/or upgraded support if purchased; and
c. provide the Subscription Services in accordance with laws and government regulations applicable to ThinkLP’s provision of its subscription services to its customers generally, and subject to Customer’s and Users’ use of the Subscription Services in accordance with the Agreement and an applicable Order.

3.2 Customer Responsibilities. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify ThinkLP promptly of any such unauthorized access or use, and (iii) use the Services only in accordance with any user documentation and applicable laws and government regulations. Customer shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

3.3 Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls Customer is permitted to make against ThinkLP’s application programming interface, and, for Services that enable Customer to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in user documentation. The Subscription Services provide real-time information to enable Customer to monitor Customer’s compliance with such limitations.

3.4 Beta Services. From time to time, ThinkLP may, in its sole discretion, invite Customer to use, on a trial basis, pre-release or beta features that are in development and not yet available to all ThinkLP’s customers (“Beta Services”). Beta Services are not part of the Services, and Beta Services may be subject to additional terms and conditions, which ThinkLP will provide to Customer prior to use. Such Beta Services and all associated conversations and materials relating thereto will be considered ThinkLP Confidential Information and subject to the confidentiality provisions in this Agreement. Without limiting the generality of the foregoing, Customer agrees not to make any public statements or otherwise disclose its participation in the Beta Services without ThinkLP’s prior written consent. ThinkLP makes no representations or warranties that the Beta Services will function. ThinkLP may discontinue the Beta Services at any time in its sole discretion. ThinkLP will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. ThinkLP may, in its sole discretion, change or not release a final or commercial version of a Beta Service.

4.THIRD-PARTY PROVIDERS

4.1 Acquisition of Third-Party Products and Services. ThinkLP may offer Third-Party Applications for sale under Orders. Any acquisition by Customer of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between Customer and any third-party provider, is solely between Customer and the applicable third-party provider and as may be subject to separate terms. ThinkLP does not warrant or support third-party products or services, whether or not they are designated by ThinkLP as “certified” or otherwise, except as specified in an Order. No purchase of third-party products or services is required for Customer to use the Services.

4.2 Third-Party Applications and Customer Data. If Customer installs or enables Third-Party Applications for use with Services, Customer acknowledges that ThinkLP may allow providers of those Third-Party Applications to access Customer Data as required for the interoperation of such Third-Party Applications with the Services. ThinkLP shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by Third-Party Application providers. The Services shall allow Customer to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.

5.FEES AND PAYMENT FOR SERVICES

5.1 Fees. Customer shall pay all Subscription Fees, Implementation Fees, and Professional Fees specified in all Orders hereunder (collectively, “Fees”). Except as otherwise specified herein or in an Order, Fees are quoted and payable in United States dollars.
a. Subscription Services Fees.  Unless otherwise indicated on the applicable Order or as otherwise stated in this Agreement: (i) ThinkLP will invoice Customer annually in advance for fees for Subscription Services (“Subscription Fees”); (ii) Subscription Fees are based on Subscription Services purchased and not actual usage, (iii) payment obligations are non-cancellable and Subscription Fees paid are non-refundable other than as expressly stated in this Agreement, and (iv) the number of User Subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order. Subscription Fees for User Subscriptions added in the middle of a monthly period will be charged for that pro-rated monthly period and the monthly periods remaining in the Subscription Term.
b. Implementation Services Fees and Professional Services Fees. Fees for Implementation Services and/or Professional Services shall be as set out in the applicable Order (“Implementation Fees” or “Professional Fees”, as the case may be). Any amounts identified as time-and-materials in the applicable Order are solely a good-faith estimate for Customer’s budgeting and ThinkLP’s resource-scheduling purposes and are not a representation or guarantee that the work will be completed for the stated amounts; the actual amounts may be higher or lower. If the estimated amounts are expended, ThinkLP will continue to provide Implementation Services or Professional Services under the same rates and terms.

5.2 Invoicing and Payment. Invoice payment terms are as set out in the applicable Order.  Customer is responsible for maintaining complete and accurate billing and contact information.

5.3 Suspension of Services.  If any amount owing by Customer under this or any other agreement for ThinkLP’s Services is 30 or more days overdue, ThinkLP may, without limiting ThinkLP’s other rights and remedies, suspend ThinkLP’s Services to Customer until such amounts are paid in full; provided that ThinkLP shall not exercise its rights hereunder if the applicable invoice is under reasonable and good-faith dispute and Customer is cooperating diligently to resolve the dispute.

5.4 Taxes. Unless otherwise stated, Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, ” Taxes”). Customer is responsible for paying all Taxes associated with Customer’s purchases hereunder. If ThinkLP has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides ThinkLP with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, ThinkLP is solely responsible for taxes assessable against ThinkLP based on ThinkLP’s income, property, and employees.

6. CUSTOMER DATA

6.1 Data Sources. The Services may require access by ThinkLP to data of third parties with whom Customer may have a direct contractual relationship or who otherwise may provide Customer permission to process their information (“Data Sources”). You are solely responsible for procuring for ThinkLP the right and permission for ThinkLP to access and connect with Data Sources, if applicable, on your behalf. Customer acknowledges and agrees that ThinkLP is not responsible or liable for the acts, omissions, or conduct of any Data Source. Customer represents and warrants, now and for the duration of this Agreement, that: (a) Customer owns all right, title, and interest in, or has acquired the necessary consents, to any information or data ThinkLP accesses or receives via a Data Source, including any consumer data (“Sourced Data”); (b) Customer is authorized by each Data Source to allow and authorize ThinkLP to access, use, transmit, download, copy, and process any Data Source information or systems, as contemplated by this Agreement; (c) Customer has all rights, permissions, and authority necessary, with respect to the Data Source, to itself engage in the conduct and actions ThinkLP will be engaging in as part of providing the Services; and (d) ThinkLP’s performance of its obligations hereunder will not violate any agreement between Customer and any Data Source or any applicable laws. Customer shall indemnify, defend, and hold harmless ThinkLP, its affiliates, officers, directors, employees, agents, and contractors, from and against any and all losses, claims, liabilities, damages, and expenses (including attorneys’ fees) relating to or arising out of any claim by any Data Source that ThinkLP’s provision of the Services, or access or use of any Sourced Data retrieved or originating from such Data Source, infringes upon, misappropriates, or violates any intellectual property or proprietary right of such third party, violates any agreement between Customer and such Data Source, or otherwise violates applicable laws.

6.2 Third Party Data. The Services may allow access to data, information, or services disseminated by outside data sources and Customer acknowledges that ThinkLP and its suppliers and licensors disclaim responsibility for the use, content, accuracy, timeliness, completeness or availability of such third-party data information or services and make no warranty concerning such information. CUSTOMER USES SUCH THIRD-PARTY DATA, INFORMATION, OR SERVICES AT ITS OWN RISK.

7. PROPRIETARY RIGHTS

7.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, ThinkLP reserves and retains all rights, title, and interest (including all related intellectual property rights) in and to the Services and any enhancements, modifications, improvements, updates, and upgrades thereon or related thereto, together with any deliverables provided or developed.  The Services, including any deliverables, provided under this Agreement shall not be considered works made for hire. No rights are granted to Customer hereunder other than as expressly set forth herein.

7.2 License. Upon Customer’s payment of Fees due under an applicable Order, ThinkLP grants Customer a non-exclusive, non-sublicensable, non-transferable, royalty-free license during the Subscription Term to maintain, use and run the Services solely for Customer’s internal business purposes, subject to the terms of this Agreement.

7.3 Restrictions. Customer shall not (i) permit any third party to access the Services except as permitted herein or in an Order, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

7.4 Ownership of Customer Data. As between ThinkLP and Customer, Customer exclusively own all rights, title, and interest in and to all Customer Data; provided that, Customer grants ThinkLP a limited license to use the Customer Data to provide the Services for the Term.

7.5 Suggestions. ThinkLP shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the products and services ThinkLP offers to its customers, any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services.

8. CONFIDENTIALITY

8.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party“) to the other Party (“Receiving Party“), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer’s Confidential Information shall include Customer Data; ThinkLP’s Confidential Information shall include the Services; and Confidential Information of each Party shall include the terms and conditions of this Agreement and all Orders, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

8.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall: (a) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (b) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (c) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party or otherwise involved, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of responding to such proceeding if necessary, and compiling and providing secure access to such Confidential Information.

8.4 Agreed Disclosure. Customer agrees to allow ThinkLP to reference Customer as a customer using ThinkLP’s services on ThinkLP’s website and in print copy or marketing collateral.  Customer will provide ThinkLP with an approved company logo that ThinkLP may publish on ThinkLP’s website and/or marketing collateral to communicate such relationship.

8.5 Protection of Customer Data. The Parties hereby agree that ThinkLP’s Data Processing Addendum, posted at https://thinklpdev.wpenginepowered.com/dpa/ (“DPA”), as may be updated from time to time, is incorporated herein by reference, and Customer’s acceptance of this Agreement shall be treated as execution of the DPA, including its annexes and appendices.

9. WARRANTIES AND DISCLAIMERS

9.1 ThinkLP Warranties. ThinkLP warrants that (i) the Subscription Services shall perform materially in accordance with user documentation during the Subscription Term, (ii) the functionality of the Subscription Services will not be materially decreased during the Subscription Term, and (iii) the Implementation Services and Professional Services shall be performed in a competent and professional manner respecting generally accepted industry standards and practices for similar services. For any breach of these warranties, Customer’s exclusive remedies shall be as provided in Section ‎12.3 (Termination for Cause) and Section ‎12.4 (Refund or Payment upon Termination).

9.2 Mutual Warranties. Each Party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other Party any Malicious Code (except for Malicious Code previously transmitted to the warranting Party by the other Party).

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. MUTUAL INDEMNIFICATION

10.1 Indemnification by ThinkLP.  ThinkLP shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party (“Claim”) alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Customer for any damages finally awarded against Customer in connection with any such Claim; provided, that Customer (a) promptly gives ThinkLP written notice of the Claim; (b) gives ThinkLP sole control of the defense and settlement of the Claim (provided that ThinkLP may not settle any Claim unless the settlement unconditionally releases Customer of all liability); and (c) provides to ThinkLP all reasonable assistance, at ThinkLP’s expense. For the avoidance of doubt, ThinkLP’s indemnification obligations in this Section ‎10.1 do not apply to Customer Data or misuse of the Services by Customer in violation of this Agreement.

10.2 Indemnification by Customer. Customer shall defend ThinkLP against any Claim made or brought against ThinkLP by a third party alleging that Customer Data, or Customer’s use of the Services in violation of this Agreement, infringes or misappropriates rights of a third party or violates applicable law, and shall indemnify ThinkLP for any damages finally awarded against ThinkLP in connection with any such Claim; provided, that ThinkLP (a) promptly gives Customer written notice of the Claim; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless the settlement unconditionally release ThinkLP of all liability); and (c) provides to Customer all reasonable assistance, at Customer’s expense.

10.3 Exclusive Remedy. This Section ‎10 (Mutual Indemnification) states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of Claim described in this Section.

11. LIMITATION OF LIABILITY

11.1 Liability Limitations. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THE AGREEMENT, A PARTY’S PERFORMANCE OR BREACH OF THE AGREEMENT, OR SERVICES AND/OR DELIVERABLES COVERED BY OR FURNISHED UNDER THE AGREEMENT, EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES OR DELIVERABLES WHICH GIVE RISE TO THE CLAIM IN THE 12 MONTHS IMMEDIATELY PRECEDING SUCH INCIDENT OR CLAIM.

11.2 Liability Exclusions. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUES, LOSS OF USE OF THE SERVICES OR ANY OTHER DELIVERABLE, OR COST OF SUBSTITUTE SERVICES OR DELIVERABLES; WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

12. TERM AND TERMINATION

12.1 Term of Agreement. This Agreement commences on the date of the last signature on the first Order entered into by the Parties and continues until all User Subscriptions granted in accordance with this Agreement have expired or been terminated.

12.2 Term of User Subscriptions.
a. Initial Subscription Term. User Subscriptions purchased by Customer commence on the Service Start Effective Date specified in the applicable Order and continue for the Subscription Term specified therein (“Initial Subscription Term”). If the Service Start Effective Date in the applicable Order is not specified, the start date of the Initial Subscription Term is the last signature date in the applicable Order.
b. Renewals. The process for the renewal of User Subscriptions (each a “Renewal Subscription Term”, and together with the Initial Subscription Term, the “Subscription Term”) shall be as set out in the applicable Order at ThinkLP’s then current prices and subject to the terms of this Agreement.

12.3 Termination for Cause. A Party may terminate this Agreement immediately for cause if the other Party: (i) is in material breach of this Agreement and fails to remedy such breach within 30 days of receipt of written notice; or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

12.4 Refund or Payment upon Termination. Upon any termination for cause by Customer, ThinkLP shall refund Customer any prepaid Subscription Fees on a pro rata basis covering the remainder of the Subscription Term of all User Subscriptions after the effective date of termination. Upon any termination for cause by ThinkLP, Customer shall pay any unpaid Fees covering the remainder of the term of all Orders after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any Fees payable to ThinkLP for the period prior to the effective date of termination.

12.5 Return of Customer Data. Upon request by Customer made within 30 days after the expiry or effective date of termination of an Order for Subscription Services, ThinkLP will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, ThinkLP shall have no obligation to maintain or provide any of Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in ThinkLP’s systems or otherwise in or under ThinkLP’s possession or control.

12.6 Surviving Provisions. The provisions contained in this Agreement that by their sense and context are intended to survive shall survive any termination or expiration of this Agreement, including Sections ‎5 (Fees and Payment for Services), ‎7 (Proprietary Rights), ‎8 (Confidentiality), ‎9.3 (Disclaimer), ‎10 (Mutual Indemnification), ‎11 (Limitation of Liability), ‎12.4 (Refund or Payment upon Termination), ‎12.5 (Return of Customer Data), ‎13 (Notices, Governing Law and Jurisdiction) and ‎14 (General Provisions).

13. NOTICES, GOVERNING LAW AND JURISDICTION

13.1 Notices.  Customer and ThinkLP agree that notices may be sent by electronic mail, to the electronic mail address indicated on the Order, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing.

13.2 Governing Law and Jurisdiction. The validity, interpretation, and performance of this Agreement (including any Order) shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of laws principles.  Each Party hereby submits to the non-exclusive jurisdiction of the courts of New York for resolution of disputes arising in connection with this Agreement (including any Order).

13.3 Waiver of Jury Trial. Each Party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement (including any Order).

14. GENERAL PROVISIONS

14.1 Export Compliance. Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each Party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Customer shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.

14.2 Non-solicitation of Employees. During the term of this Agreement and for a period of 12 months thereafter, neither Party shall knowingly solicit for employment any of the other Party’s then current personnel who have been directly involved in the performance of the Agreement, without the prior written consent of the other Party.  The foregoing shall not apply to advertisements or general solicitations that do not specifically target the other Party’s employees.

14.3 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

14.4 Waiver and Cumulative Remedies. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity.

14.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

14.6 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may, without the consent of the other Party: (a) assign this Agreement and/or applicable Orders to an Affiliate; or (b) assign this Agreement in its entirety (including all Orders) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party; provided the assigning Party gives the other Party prompt written notice of such assignment. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

14.7 Entire Agreement. This Agreement, including all Schedules, addenda, and Orders, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Schedule, addendum, or Order, the terms of such Schedule, addendum, or Order shall prevail.

Privacy Policy, effective July 2, 2024

ThinkLP, Inc. (“ThinkLP”, the “Company”, “we”) is committed to protecting the privacy of individuals who visit the Company’s Websites (“Visitors”), individuals who register to use the Services as defined below (“Customers”), and individuals who register to attend the Company’s corporate events (“Attendees”) (collectively, “you” or “your”). This Privacy Statement describes ThinkLP’s privacy practices in relation to the use of the Company’s Web sites and the related applications and services offered by ThinkLP (the “Services”).

This Privacy Policy applies to specific ThinkLP Services for which ThinkLP acts as a business or controller, meaning that, for the information collected for those Services, ThinkLP controls or determines how your personal information is used, processed, shared, and retained. ThinkLP does this in a manner that is consistent with this Privacy Policy, your expectations, and your privacy rights. 

This Privacy Policy does not apply to information collected by any third party, including through any application or content (including advertising) that may link to, be accessible from, or present in the Services (collectively, “Third Party Services”) where ThinkLP acts as a service provider. In those cases, the relevant ThinkLP Customer or the Third Party Services acts as the business or controller. If you have any questions about how Customers or Third Party Services collect, use, process, or disclose your personal information, please review their respective privacy policies.

1. Websites covered

In addition to the Services described above, this Privacy Policy covers the information practices of the http://www.thinklp.com and http://thinklp.cloudforce.com websites (collectively referred to as “ThinkLP’s Websites” or “the Company’s Websites”).

ThinkLP’s Websites may contain links to other websites. The information practices or the content of such other websites are governed by the privacy statements of such other websites. The Company encourages you to review the privacy statements of other websites to understand their information practices.

2. Information collected

When expressing an interest in obtaining additional information about the Services or registering to use the Services, ThinkLP requires you to provide the Company with personal contact information, such as name, company name, address, phone number, and email address (“Required Contact Information”). When purchasing the Services, ThinkLP may require you to provide the Company with financial qualification and billing information, such as billing name and address, invoicing instructions, and the number of employees within the organization that will be using the Services (“Billing Information”). ThinkLP may also ask you to provide additional information, such as company annual revenues, number of employees, or industry (“Optional Information”). Required Contact Information, Billing Information, and Optional Information about Customers are referred to collectively as “Data About ThinkLP Customers”, or in the case of Attendees, “Data About ThinkLP Attendees”.

We also collect information automatically when you download content from us or open emails or click on links in emails from us.

As you navigate the Company’s Websites, ThinkLP may also collect information through the use of commonly-used information-gathering and tracking technology tools, such as cookies, pixels, and Web beacons (collectively, “Website Navigational Information”).  Website Navigational Information includes standard information from your Web browser (such as browser type and browser language), your Internet Protocol (“IP”) address, device identifications, and may collect analytical and performance information concerning the actions you take on the Company’s Websites (such as the web pages viewed and the links clicked).

ThinkLP may derive information or draw inferences based on the information it collects. For example, ThinkLP may make inferences about a Visitor’s interests or personalize their user experience based on their industry, company, or how they interact with the Company’s Websites.

3. Use of information collected

The Company uses Data About ThinkLP Customers to perform the Services requested. For example, if you fill out a “Contact Me” Web form, the Company will use the information provided to contact you about your interest in the Services.

The Company also uses Data About ThinkLP Attendees to plan and host corporate events, host online forums and social networks in which event attendees may participate, and to populate online profiles for Attendees on the Company’s Websites.  Additional information on the Company’s privacy practices with respect to Data About ThinkLP Attendees may be found in additional privacy statements on the event Websites, as the case may be.

The Company may also use Data About ThinkLP Customers and Data About ThinkLP Attendees for marketing purposes. For example, the Company may use information you provide to contact you to further discuss your interest in the Services and to send you information regarding the Company, its affiliates, and its partners, such as information about promotions or events.

The Company may also use Data About ThinkLP Customers and Data About ThinkLP Attendees to:

• To process transactions and send you related information, including confirmations, receipts, invoices, and customer experience surveys;
• To personalize and improve your experience on our Services;
• To send you technical notices, security alerts, and support and administrative messages; 
• To respond to your comments and questions and provide customer service;
• To communicate with you about products, services, and events offered by us and others that we think will interest you;
• To monitor and analyze trends, usage, and activities in connection with our Services; 
• To market and promote our Services to you;
• To detect, investigate, and prevent security incidents and other malicious, deceptive, fraudulent, or illegal activity and security threats and to protect the rights and property of Company and others;
• To debug to identify and repair errors in our Services; 
• To pursue the legitimate interests listed below in Additional Disclosures for Individuals in Europe; and
• To comply with our legal and financial obligations.

ThinkLP uses Web Site Navigational Information to operate and improve the Company’s Web sites. The Company may also use Web Site Navigational Information alone or in combination with Data About ThinkLP Customers and Data About ThinkLP Attendees to provide personalized information about the Company.

4. Web Site Navigational Information

This section describes the types of Website Navigational Information used on the Company’s Websites and how this information may be used.

Cookies

ThinkLP uses cookies to make interactions with the Company’s Websites easy and meaningful. When you visit one of the Company’s Websites, ThinkLP’s servers send cookie to your computer or browser. 

ThinkLP uses cookies that are session-based and persistent-based. Session cookies exist only during one session. They disappear from your computer when you close your browser software or turn off your computer. Persistent cookies remain on your computer after you close your browser or turn off your computer. Please note that if you disable your Web browser’s ability to accept cookies, you will be able to navigate the Company’s Web sites, but certain functional or performance tools may not work, and you will not be able to successfully use the Services.

The following sets out how ThinkLP uses different categories of cookies and your options for managing cookies’ settings:

Web Beacons

ThinkLP uses Web beacons alone or in conjunction with cookies to compile information about Customers and Visitors’ usage of the Company’s Websites and interaction with emails from the Company. Web beacons are clear electronic images that can recognize certain types of information on your computer, such as cookies, when you viewed a particular Website tied to the Web beacon, and a description of a Website tied to the Web beacon. For example, ThinkLP may place Web beacons in marketing emails that notify the Company when you open an email or click on a link in the email that directs you to one of the Company’s Web sites. ThinkLP uses Web beacons to operate and improve the Company’s Web sites and email communications.

IP Addresses

When you visit ThinkLP’s Websites, the Company collects your Internet Protocol (“IP”) addresses. ThinkLP uses IP addresses for various reasons, including to monitor the regions from which Customers and Visitors navigate the Company’s Web sites. ThinkLP also collects IP addresses from Customers when they log into the Services as part of the Company’s “Identity Confirmation” and “IP Range Restrictions” security features.

Do Not Track

Currently, various browsers – including Internet Explorer, Firefox, and Safari – offer a “do not track” or “DNT” option that relies on a technology known as a DNT header, which sends a signal to Web sites’ visited by the user about the user’s browser DNT preference setting. ThinkLP does not currently commit to responding to browsers’ DNT signals with respect to the Company’s Web sites, in part, because no common industry standard for DNT has been adopted by industry groups, technology companies or regulators, including no consistent standard of interpreting user intent. ThinkLP takes privacy and meaningful choice seriously and will make efforts to continue to monitor developments around DNT browser technology and the implementation of a standard.

5. Public forums, refer a friend, and customer testimonials

ThinkLP may provide bulletin boards, blogs, or chat rooms on the Company’s Websites. Any personal information you choose to submit in such a forum may be read, collected, or used by others who visit these forums, and may be used to send you unsolicited messages. ThinkLP is not responsible for the personal information you choose to submit in these forums.

Customers and Visitors may elect to use the Company’s referral program to inform friends about the Company’s Websites. When using the referral program, the Company requests the friend’s name and email address. ThinkLP will send the friend an email inviting him or her to visit the Company’s Web sites.

ThinkLP may post a list of Customers and testimonials on the Company’s Websites that contain information such as Customer names and titles. ThinkLP obtains the consent of each Customer prior to posting any information on such a list or posting testimonials.

6. Disclosure of information collected

ThinkLP may disclose personal information to fulfill the purposes for which it was provided. ThinkLP may also disclose aggregated or de-identified information that cannot be reasonably used to identify the subject. ThinkLP may use de-identified data in some instances. ThinkLP either maintains such data without attempting to re-identify it or treats such data as personal data.

In addition, ThinkLP may disclose information for the following purposes:

Service Providers

ThinkLP may disclose Data About ThinkLP Customers and Data About ThinkLP Attendees with the Company’s contracted service providers so that these service providers can provide services on our behalf. Without limiting the foregoing, ThinkLP may also disclose Data About ThinkLP Customers and Data About ThinkLP Attendees with the Company’s service providers to ensure the quality of information provided, and with third- party social networking and media Web sites, such as Facebook, for marketing and advertising on those websites. 

ThinkLP uses a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use Billing Information except for the sole purpose of credit card processing on the Company’s behalf.

ThinkLP Affiliates

The Company may disclose Data About ThinkLP Customers and Data About ThinkLP Attendees with our current and future parents, affiliates, and subsidiaries and other companies under common control and ownership. For example, the Company may need to disclose Data About ThinkLP Customers for recovery integration purposes.

We may disclose information in connection with, or during negotiations concerning, any merger, sale of company assets, financing, acquisition, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our business.

Business Partners

From time to time, ThinkLP may partner with other companies to jointly offer products or services. If you purchase or specifically express interest in a jointly-offered product or service from ThinkLP, the Company may disclose Data About ThinkLP Customers collected in connection with your purchase or expression of interest with our joint promotion partner(s) at your direction. ThinkLP does not control our business partners’ use of the Data About ThinkLP Customers we collect, and their use of the information will be in accordance with their own privacy policies. If you do not wish for your information to be disclosed in this manner, you may opt not to purchase or specifically express interest in a jointly offered product or service.

ThinkLP does not disclose Data About ThinkLP Attendees with business partners unless: (1) you specifically opt in to such disclosure via an event registration form; or (2) you attend a Company event and allow ThinkLP or any of its designees to scan your attendee badge. If you do not wish for your information to be disclosed in this manner, you may choose not to opt in via event registration forms and elect not to have your badge scanned at Company events. If you choose to disclose your information with business partners in the manners described above, your information will be subject to the business partners’ respective privacy statements.

Compelled Disclosure

ThinkLP reserves the right to use or disclose information provided if required by law or if the Company reasonably believes that use or disclosure is necessary to protect the Company’s rights and/or to comply with a judicial proceeding, court order, or legal process.  We may disclose information with our lawyers and other professional advisors where necessary to obtain advice or otherwise protect and manage our business interests.

7. De-Identified Data

ThinkLP may use de-identified data in some instances. ThinkLP either maintains such data without attempting to re-identify it or treats such data as personal data subject to applicable state privacy laws.

8. Data use preferences

ThinkLP offers Visitors, Customers, and Attendees who provide contact information a means to choose how the Company uses the information provided. You may manage your receipt of marketing and non- transactional communications by clicking on the “unsubscribe” link located on the bottom of the Company’s marketing emails. Additionally, you may send a request to [email protected].

In the U.S., most web browsers are set to accept cookies by default. If you prefer, you can usually set your browser to refuse all or some browser cookies, or to alert you when cookies are being sent. If you disable or refuse cookies, please note that some parts of this site may then be inaccessible or not function properly. For more information about cookies and how to disable them, see our Section 4 of this Privacy Policy (Web Site Navigational Information). In Europe, you must opt into cookies.

9. Customer Data

ThinkLP Customers may electronically submit data or information to the Services for hosting and processing purposes (“Customer Data”). ThinkLP will not review, share, distribute, or reference any such Customer Data except as provided in the ThinkLP Master Subscription Agreement, or as may be required by law. 

ThinkLP does not classify Customer Data, and all information that has been electronically submitted by Customers to the Services is considered Customer Data and is protected with the highest level of security. Customers are responsible for using the features of the Services to define adequate security access controls and data retention schedules according to their own security risk posture and internal policies and procedures. In accordance with the ThinkLP Master Subscription Agreement, ThinkLP may access Customer Data only for the purpose of providing the Services or preventing or addressing service or technical problems, or as may be required by law.

10. Retention and Security

ThinkLP may store personal data for as long as necessary to carry out the purposes for which it was originally collected and for other legitimate business purposes, including to meet the Company’s legal, regulatory, or other compliance regulations.

ThinkLP uses commercially reasonable security measures to protect Data About ThinkLP Customers and Data About ThinkLP Attendees. Because the Company uses the Services to maintain Data About ThinkLP Customers and Data About ThinkLP Attendees, this information, which is stored in the Services, is secured in the same manner as described in the Trust and Compliance documentation.

11. Mobile applications

Without limiting the generality of this Privacy Statement, in addition to information gathered through its Websites or submitted to its Services, ThinkLP may obtain information through applications (“Mobile Applications”) that Customers or their authorized individuals (“Users”) download to, and run on, their mobile devices (“Devices”). Mobile Applications provided by ThinkLP may obtain information from, or access data stored on, Users’ Devices to provide services related to the relevant Mobile Application. For example, a Mobile Application may: access a camera on a User’s Device to enable the User to upload photographs to the Services; access the call history on a User’s Device to enable the User to upload that information to the Services; access calendar information on a User’s Device to enable the User to match meeting attendees with contacts submitted by the User to the Services; or access the geographic location of a User’s Device to enable the User to identify contacts submitted by the User to the Services who are nearby. Information obtained to provide Mobile Application services may include information obtained in preparation for anticipated updates to those services. Mobile Applications may transmit information to and from Devices to provide the Mobile Application services.

Mobile Applications may provide ThinkLP with information related to Users’ use of the Mobile Application services, information regarding Users’ computer systems, and information regarding Users’ interaction with Mobile Applications, which ThinkLP may use to provide and improve the Mobile Application services. For example, all actions taken in a Mobile Application may be logged, along with associated information (such as the time of day when each action was taken). ThinkLP may also share anonymous data about these actions with third party providers of analytics services. In addition, if a User downloads a ThinkLP Mobile Application after clicking on a third-party mobile advertisement for the Mobile Application or for ThinkLP, the third-party advertiser may provide ThinkLP with certain information, such as the User’s Device identification information, which ThinkLP may use to track the performance of its advertising campaigns.

Customers may configure ThinkLP Mobile Application services, and the information accessed or obtained by the Mobile Application on a User’s Device may be affected by the Customer’s configuration. In addition, if a Customer purchases more than one Service from ThinkLP and its affiliates, a Mobile Application may be designed to interoperate with those Services; for instance, to provide a User with access to information from any or all of those Services or to provide information from a User’s Device to any or all of those Services.

Information accessed or obtained by the Mobile Application on a User’s Device may be accessible to the Customer and its organization, depending on the intended functionality of the Mobile Application.

Notices and contractual terms related to a particular Mobile Application may be found in the End User License Agreement or relevant terms of service for that application. The Company encourages you to review the End User License Agreement or relevant terms of service related to any Mobile Applications you download, install, use, or otherwise interact with to understand that Mobile Application’s information practices. The Mobile Application’s access to information through a User’s Device does not cause that information to be “Customer Data” under ThinkLP’s Master Subscription Agreement with the Customer or under this Privacy Statement, except as follows: To the extent that a User uses a Mobile Application to submit electronic data and information to a Customer account on our Services pursuant to the Customer’s Master Subscription Agreement with ThinkLP (or a similar agreement that governs the Customer’s subscription(s) to ThinkLP’s Services), that information constitutes “Customer Data” as defined in such agreement, and the provisions of that agreement with respect to privacy and security of such data will apply.

12. International transfer of information collected and Additional Disclosures for Individuals in Europe

The Company primarily stores Data About ThinkLP Customers and Data About ThinkLP Attendees in the United States. To facilitate ThinkLP’s global operations, the Company may transfer and access such information from around the world, including from other countries in which the Company has operations. This Privacy Statement shall apply even if ThinkLP transfers Data About ThinkLP Customers or Data About ThinkLP Attendees to other countries. ThinkLP will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it, including putting appropriate safeguards in place such as standard contractual clauses approved under applicable data protection laws.

Additional Disclosures for Individuals in Europe

If you are located in the EU, UK, or Switzerland, you have certain rights and protections under the law regarding the processing of your personal information or data.

When we process your personal information, we will do so in reliance on one or more of the following lawful bases:

• To perform our responsibilities under our contract with you (e.g., processing payments for and providing the products and services you requested).
• To pursue our “legitimate interests” in conducting and managing our business activities and to ensure that we are guaranteeing the best service and experience for you and our customers (e.g., to provide, maintain, personalize, enhance and improve our Services, to monitor and analyze trends, usage, and activities in connection with our Services, to enforce our policies and comply with legal obligations, to comply with marketing opt-outs and unsubscribes, to defect, monitor, and prevent fraud or other unlawful acts, or to communicate with you).
• To comply with our legal obligations (e.g., to maintain a record of your consents, track those who have opted out of marketing communications, and comply with other regulatory obligations).
• When we have your consent to do so (e.g., when you opt in to receive marketing communications from us). When consent is the legal basis for our processing your personal data, you may withdraw such consent at any time.

Where we are processing personal data on behalf of our Customers, the Customer is the Controller and ThinkLP is a Processor, as those terms are defined under the applicable privacy laws. You are encouraged to review the Customer’s privacy policy directly for information concerning the collection, use, and processing of your personal data.

Subject to certain limitations, you have the following privacy rights:

• Access: you are entitled to ask us if we are processing your information and, if we are, you can request access to your personal information.  This enables you to receive a copy of the personal information we hold about you and certain other information about it.
• Correction: you are entitled to request that any incomplete or inaccurate information we hold about you is corrected.
• Erasure: you are entitled to ask us to delete or remove personal data in certain circumstances. There are also certain exceptions where we may refuse a request for erasure, for example, where the personal data is required for compliance with law or in connection with claims.
• Restriction: you are entitled to ask us to suspend the processing of certain of your personal information about you, for example if you want us to establish its accuracy or the reason for processing it.
• Portability: you may ask us to help you transfer certain of your personal information to another party.
• Objection: where we are processing your personal data based on a legitimate interest (or those of a third party), you may challenge this. However, we may be entitled to continue processing your information in case there are compelling legitimate grounds to do so. You also have the right to object where we are processing your personal information for direct marketing purposes.
• Automated decisions: you may contest any automated decision made about you where this has a legal or similar significant effect and ask for it to be reconsidered.
• Consent: where we are processing personal data with consent, you can withdraw your consent.

If you would like to exercise any of these rights, please contact us at [email protected].

Supervisory Authorities & Right to Lodge a Complaint

If you have a concern about our processing of personal data that we are not able to resolve, you have the right to lodge a complaint with the Data Protection Authority where you reside. 

Contact details for your Data Protection Authority can be found using the links below:

For individuals in the EEA: https://edpb.europa.eu/about-edpb/board/members_en

For individuals in the UK: https://ico.org.uk/global/contact-us/

For individuals in Switzerland: https://www.edoeb.admin.ch/edoeb/en/home/the-fdpic/contact.html

13. Changes to this Privacy Statement

ThinkLP reserves the right to change this Privacy Statement. 

14. Contacting us

Questions regarding this Privacy Statement or the information practices of the Company’s Web sites should be directed to ThinkLP Privacy at [email protected]