ThinkBuzan

ThinkBuzan Limited - Terms of Service

1. INTRODUCTION

The software and services provided by ThinkBuzan Limited are at all times subject to these terms and conditions in conjunction with the End User License Agreement supplied with any software purchased. By using our software or services, you confirm your acceptance of, and agree to be bound by, these term and conditions. These terms and conditions together with the End User License Agreement included with your software (provided either electronically or on paper) shall constitute the agreement between you and ThinkBuzan Limited ("this Agreement").

2. AGREEMENT TO TERMS AND CONDITIONS

This Agreement takes effect on the date on which you order our software or services.

3. INFORMATION PROVIDED BY YOU

You warrant that the name, address and payment information that you provided when you placed your order with ThinkBuzan Limited is correct and you agree to notify ThinkBuzan Limited of any changes in the name, address and/or payment details. You agree that ThinkBuzan Limited may disclose your name and address where there is any complaint or about the software or services advertised by ThinkBuzan Limited. You warrant that you possess the legal right and ability to enter into this Agreement and to use ThinkBuzan Limited software or services in accordance with this Agreement.

You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you supply. You warrant that you are authorised to promote and/or provide any information which you promote and/or provide. You agree to keep secure confidential information relating to your account and services provided to you by ThinkBuzan Limited. You are entirely responsible for any civil or criminal liability that is incurred as a result of your use of our software or services. You accept that you will agree to any End User License Agreement supplied with the software.

5. TERMINATION

ThinkBuzan Limited may terminate its services to you at any time, upon thirty (30) days' notice. Where ThinkBuzan Limited terminates the agreement in reliance upon your breach of Agreement, or you terminate the agreement, you will not be entitled to any refund of any unused part of your payment for software or services. ThinkBuzan Limited expressly reserves the right to terminate or suspend its services offered under this agreement, without prior notice should you fail to comply with clause 4 of these Terms and Conditions or should ThinkBuzan Limited deem such action necessary where legal proceedings are threatened or issued. ThinkBuzan Limited will confirm such termination or suspension by subsequent notice. You will not be entitled to any compensation whatsoever in the circumstances of termination and ThinkBuzan Limited shall not be liable for any consequential loss whatsoever in relation to termination of your account in any circumstances.

6. CHARGES

You agree to pay all charges for your use of our software or services at the prices in effect at the beginning of this agreement and without any set-off or other deduction. You agree to pay all charges according to the timescales detailed on any supplied advanced payment forms or invoices. Prices are subject to change at any time by giving you a minimum of one month prior notice. You shall pay for ‘perpetual’ or ‘annual’ licenses at the time of order. Where payment is not made within thirty (30) days of due payment, your account may be suspended or terminated at our discretion. If payment is not made on the due date ThinkBuzan Limited shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgement) at the rate of 4% above the base rate from time to time of Lloyds Bank plc from the due date until the outstanding amount is paid in full.

7. DISCLAIMER

It is not warranted that any software supplied by ThinkBuzan Limited will meet your requirements or that its operation will be uninterrupted or error free. ThinkBuzan Limited exclude and expressly disclaim all express and implied warranties or conditions not stated in this Agreement (including without limitation, loss of profits, loss or corruption of data, business interruption or loss of contracts), so far as such exclusion or disclaimer is permitted under the applicable law. This Agreement does not affect your statutory rights.

8. WARRANTIES AND LIMITATION OF LIABILITY

ThinkBuzan Limited warrants that its software and services will be provided using reasonable care and skill on a non-exclusive basis. Where ThinkBuzan Limited supplies any goods supplied by a third party, ThinkBuzan Limited does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to ThinkBuzan Limited. Except in respect of death or personal injury caused by ThinkBuzan Limited's negligence, ThinkBuzan Limited shall not be liable to you by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by ThinkBuzan Limited's negligence or the negligence of its servants or agents or otherwise) which arise out of or in connection with the provision of any goods or services by ThinkBuzan Limited. ThinkBuzan Limited shall not be liable or deemed to be in breach of contract by reason of any delay in performing, or failure to perform, any of its obligations if the delay or failure was due to any cause beyond its reasonable control. Any estimates given by ThinkBuzan Limited as to the time of completion of performance of its services (whether completion of the whole or a part of those services) or delivery of its software shall be estimates only and time shall not be of the essence. ThinkBuzan Limited when providing electronic media shall take reasonable care to avoid introducing computer viruses to your computer systems and shall not be liable to you by reason of any virus unknowingly introduced to your system by it for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or any claims which arise out of or in connection with such introduction of a computer virus. Notwithstanding contrary clauses in this Agreement, in the event that ThinkBuzan Limited are deemed liable to you for breach of this Agreement, you agree that ThinkBuzan Limited's liability is limited to the amount actually paid by you for your services or software, which amount calculated in reliance upon this clause. You hereby release ThinkBuzan Limited from any and all obligations, liabilities and claims in excess of this limitation.

9. INDEMNIFICATION

You agree to indemnify ThinkBuzan Limited from and against any and all liabilities, expenses (including legal fees) and damages arising out of claims based upon your use of ThinkBuzan Limited’s software or services, including but not limited to any claim of libel, defamation, violation of rights of privacy or publicity, loss of service, non-supply, fraud, infringement of intellectual property or other rights or other claims whatsoever. ThinkBuzan Limited will notify you promptly of any claim for which ThinkBuzan Limited seeks indemnification at the currently supplied address. ThinkBuzan Limited will afford you the opportunity to participate in the defence of such claim, provided that your participation will not be conducted in a manner prejudicial to ThinkBuzan Limited's interests, as reasonably determined by ThinkBuzan Limited and/or its lawyers.

10. NOTICES AND CONSENTS

Any notice, request or other communication to either party by the other under this Agreement shall be given by email, fax or conventional mail and shall be confirmed by conventional mail.

11. ASSIGNMENT OF RIGHTS

You shall not assign this Agreement or any benefits or interests arising under this Agreement without ThinkBuzan Limited's prior written permission, such not to be unreasonably withheld.

12. OWNERSHIP

The ownership of marketing materials, any software or electronic media, methodologies, strategies, research and designs shall remain with ThinkBuzan Limited. ThinkBuzan Limited reserves the right to use in any way it wishes any programming tools, skills, content, methodologies, strategies and techniques acquired or used in performing its duties under this Agreement.

13. GENERAL TERMS AND LAW

This Agreement is governed by the laws of England and Wales. You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and ThinkBuzan Limited as a result of your use of these services. You agree not to hold yourself out as a representative, agent or employee of ThinkBuzan Limited. You agree that ThinkBuzan Limited will not be liable by reason of any representation, act or omission to act by you. ThinkBuzan Limited's performance under this Agreement is subject at all times to existing laws and legal process and nothing contained in this Agreement is in derogation of ThinkBuzan Limited's right to comply with law enforcement requests or requirements relating to your use of ThinkBuzan Limited or information provided to or gathered by ThinkBuzan Limited with respect to such use.

14. SEVERABILITY

If any of the provisions of this Agreement is judged to be illegal or unenforceable, the remainder shall continuation in full force and the effect of the remainder of them will be not be deemed to be prejudiced (unless the substantive purpose of this Agreement is then frustrated, in which case either party may terminate this Agreement forthwith on written notice).

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between ThinkBuzan Limited and you with respect to your use of services, software and/or goods provided by ThinkBuzan Limited, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between ThinkBuzan Limited and you with respect thereto. Each party confirms that it has not relied on any representation not recorded in this document inducing it to enter into this Agreement. The address for communication to ThinkBuzan Limited by conventional mail unless you are otherwise notified shall be:

ThinkBuzan Limited

Regus House

Falcon Drive

Cardiff

CF10 4RU

The telephone number shall be +44 (0) 20 71 177 173

The facsimile number shall be +44 (0) 20 71 174 887

TERMS OF SERVICE FOR iMINDMAP ONLINE

IMPORTANT - READ CAREFULLY PRIOR TO ACTIVATING YOUR ONLINE ACCOUNT

ThinkBuzan Ltd owns the copyright, trade mark, trade names, patents and other intellectual property rights subsisting in or used in connection with the web-based tool including all documentation and manuals and all other copies which you are authorised to make by this agreement ('the web-based tool').

This is a legal agreement between "You" (either an individual or single legal entity) and ThinkBuzan governing the use of the web-based tool identified above.

By activating your ThinkBuzan online account, you agree to the terms of this Agreement.

If you do not agree to these terms, prior to activating your online account, you should not activate an online account.

The License Agreement is devised around this main License category:

“Time Sensitive” License (including but not exclusive of evaluation / trial).

It is unlawful to use the web-based tool without a ThinkBuzan account. ThinkBuzan are willing to allow you to use the web-based tool only on the condition that you accept all the terms contained in the Terms of Use. Please read the Terms of Use carefully before activating your online account. By activating your online account you agree to be bound by the terms of this agreement. If you do not agree with these terms and conditions ThinkBuzan are unwilling to allow you to use the web-based tool, and you should not activate your online account.

1. Subscription / Account

In consideration of your agreement to the terms of this Agreement, we grant You a non-exclusive right to use the web-based tool in accordance with clause 2 below. This License is personal to you as the purchaser of the web-based tool and is for your benefit only. If You are an individual acquiring the web-based tool for use at home or your office, the License terms apply to You. If you are a business, commercial entity or government agency, the terms of the web-based tool apply to your current employees. If You are an educational institution, the web-based tool terms apply to the faculty and teaching staff employed by You and registered students enrolled at a site operated by You.

1.1 Terms and Conditions Applicable to Time Limited Licenses

You are granted a License to use this web-based tool for a set time period as stipulated by your account, subject to the terms, fees, conditions, restrictions, and limitations contained herein and on the applicable ThinkBuzan website. As the account holder, You may use the web-based tool on any internet connected computer. ThinkBuzan will provide technical support to Registered Users as per the stipulated Support Conditions as listed on www.ThinkBuzan.com.

2. Subject Matter

The ThinkBuzan Web sites offer registered users paid membership.

Details about the applicable fees are set forth on the THINKBUZAN web sites under "http://www.thinkbuzan.com/products/buy". The fees listed are binding. Payments for the iMindMap Online subscription shall be due immediately upon invoicing. Payment can be made using the various debiting procedures available, especially with the accepted credit cards, or the available online payment systems. If THINKBUZAN is unable to collect any fees from an account designated by the User due to lack of funds, the User shall bear all costs arising there from, including bank charges related to any debit entries or similar charges, insofar as the User is responsible for the event that triggers these costs. THINKBUZAN may deliver invoices to the User for iMindMap Online subscription via email.

The User acknowledges and agrees that it is technically impossible to achieve 100% availability of the THINKBUZAN web-based tool. THINKBUZAN shall nonetheless endeavour to keep THINKBUZAN web-based tool available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond THINKBUZAN's control (e.g. disruptions in public communication networks, power failures etc.), may result in brief malfunctions or temporary interruptions of the services provided on THINKBUZAN web-based tool.

3. Registration, and Representations and Warranties upon Registration

Users must register prior to using the THINKBUZAN web-based tool.

The User warrants and represents that all of the data provided by the User for registration is accurate and complete. The User shall report any changes in the registration data to THINKBUZAN without undue delay.

The User shall choose a password upon registration. The User is obliged to keep this password secret. THINKBUZAN shall not disclose the password to any third party and THINKBUZAN shall not ask for the User's password at any time.

By completing the registration process, the User consents to enter the agreement to use the services of the THINKBUZAN Web-based tool. THINKBUZAN accepts this offer by activating the subscription for the use of services on THINKBUZAN web-based tool. The agreement takes effect with the aforementioned acceptance by THINKBUZAN.

Each User is entitled to register with THINKBUZAN only once.

4. Right of cancellation (?)

The User may cancel registration for their iMindMap Online suscription in writing (e.g. by letter, fax or email) within two (2) weeks without stating a reason. The two-week period begins when the iMindMap Online subscription is activated, but not before the receipt of these instructions.

For meeting the cancellation deadline in each of the aforementioned cases, the date of dispatch of the cancellation notice is decisive. In each of the aforementioned cases, the cancellation notice should be sent by post to ThinkBuzan Ltd, Regus House, Falcon Drive, Cardiff, CF10 4RU. The User may deliver notice of termination using the contact form available at all ThinkBuzan Web sites, or by sending a fax or letter to ThinkBuzan. The fax number and email address of THINKBUZAN can be found at http://www.thinkbuzan.com/uk/company/contact.

4.1. Consequences of cancellation

In the event of a valid cancellation, both parties shall be obliged to restore any benefits already received in accordance with legal provisions, and issue any gains (e.g. interest). If the User is unable or partially unable to restore the benefits, or only able to restore them in poor condition, to THINKBUZAN, then the User must reimburse THINKBUZAN for the corresponding value. The User must fulfil obligations for reimbursement within 30 days after dispatch of the cancellation notice.

5. The User is prohibited from the following:

Employing any mechanisms, software or scripts when using the THINKBUZAN web-based tool. Blocking, overwriting, modifying and copying of any contents of the THINKBUZAN web-based tool, unless said actions are necessary for the proper use of the services on the THINKBIZAN web-based tool.

Distributing or publicly disclosing the contents of any of the web-based tool of THINKBUZAN or any other user.

Performing any actions which may impair the operability of THINKBUZAN's infrastructure, particularly actions which may overload said infrastructure.

6. The User should adhere to a fair usage policy in terms of the file size storage

To give all users optimum service, we have a Fair Usage Policy covering file storage size. ThinkBuzan reserve the rights to terminate an iMindMap Online account if this is abused.

6. Changes to the Services on the THINKBUZAN web-based tool

ThinkBuzan reserves the right to modify the services offered on the THINKBUZAN web-based tool and/or to offer services different from those offered at the time of the User's registration at any time, unless this is unreasonable for the User.

7. Termination of iMindMap Online Account, Reimbursement of Advance Payment

The User may terminate without cause their iMindMap Online subscription to the end of the minimum runtime chosen by the User in the course of the registration process, or to the end of any renewal period after said minimum runtime expires, by giving notice of fourteen (14) business days. The user may deliver notice of termination using the contact form available on all THINKBUZAN web sites, or by sending a fax or letter to THINKBUZAN. The termination notice shall include the registered name of the User and an email address of the User registered on the THINKBUZAN web sites. The provisions of this section shall not affect the right of both parties to terminate the agreement for good cause.

A good cause is defined as an event which makes it unacceptable for THINKBUZAN to continue the agreement to the end of the termination period, taking into account all circumstances of the individual case and weighing the interests of THINKBUZAN against the User's. A good cause includes any the following events:

If the User fails to comply with any applicable legal provisions

If the User breaches a contractual obligation, in particular an obligation set forth in sections 3 and 5 of these GTC

If the reputation of the services offered on the THINKBUZAN Web sites is substantially impaired by the online-presence of the User (if, for example, it is discovered after registration that the User has been convicted of a criminal offence, and if said conviction is known to other users);

If the User promotes any communities or associations (or any of their methods or activities) which are under surveillance by authorities responsible for public safety or the protection of minors, or;

If the User causes harm to any other user(s)

If the User is a member of a religious sect or a denomination that is controversial in the UK.

In the event of a good cause in accordance with this section and notwithstanding THINKBUZAN 's right to terminate the contract in accordance with this section, THINKBUZAN is entitled to:

Delete the contents posted by the User

Issue a warning, or

In the following cases, the User shall not be entitled to claim reimbursement of any advance payments:

If THINKBUZAN has terminated the contract for good cause pursuant to section 7,

If THINKBUZAN has blocked the User's access in accordance with section 5, or

If the User has terminated the agreement. However, the User's right to claim reimbursement of any advance payments shall not be excluded in this case if the User has terminated the agreement for a good cause attributable to THINKBUZAN.

8. Responsibility for the User's Content, Data or other Information

THINKBUZAN does not make any warranties or representations regarding any data and/or information provided or made available by any user on any of the THINKBUZAN web-based tool or on any external websites linked to them. In particular, THINKBUZAN does not warrant or represent that said data and/or information is true or accurate, or that it fulfils or serves any particular purpose.

9. Your Content Via Online Access

Except for material that we license to you, we do not claim ownership of the content you provide on the service. Your content remains your content. We also don't control, verify, or endorse the content that you and others make available on the service.

You control who may access your content. If you share content in public areas of the service or in shared areas available to others you've chosen, then you agree that anyone you've shared content with may use that content. When you give others access to your content on the service, you grant them free, nonexclusive permission to use, reproduce, distribute, display, transmit, and communicate to the public the content solely in connection with the service and other products and services made available by ThinkBuzan. If you don't want others to have those rights, do not use the service to share your content.

You understand that ThinkBuzan may need, and you hereby grant ThinkBuzan the right, to use, modify, adapt, reproduce, distribute, and display content posted on the service solely to the extent necessary to provide the service.

Please respect the rights of artists, inventors, and creators. Content may be protected by copyright. People appearing in content may have a right to control the use of their image. If you share content on the service in a way that infringes others' copyrights, other intellectual property rights, or privacy rights, you are breaching this contract. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and the use of the content does not violate any law. You also agree that you have obtained the consent of any third party to use their personal data, if it is included in that content, and will comply with data-protection laws when doing so. We won't pay you for your content. We may refuse to publish your content for any or no reason. We may remove your content from the service at any time if you breach this contract or if we cancel or suspend the service.

11. Indemnity

The User shall indemnify and exempt THINKBUZAN from all actions, including damage claims, asserted by other users or third parties against THINKBUZAN resulting from an infringement of their rights by the contents posted by the User on THINKBUZAN Web sites. Furthermore, the User shall indemnify and exempt THINKBUZAN from all actions, including damage claims, asserted by other users or third parties against THINKBUZAN resulting from an infringement of their rights regarding the use of the services on THINKBUZAN Web sites by the User. The User assumes all reasonable costs THINKBUZAN incurs due to an infringement of third party rights, including all reasonable legal-defence costs. All other rights, including damage claims by THINKBUZAN, are hereby unaffected.

The aforementioned obligations shall not apply to the extent the User is not responsible for the infringement.

In the event the contents posted by the User infringes any rights of any third party, the User shall, at its own expense and at THINKBUZAN's discretion, either obtain the right to use said contents or render said contents free of any infringement. In the event the User infringes third-party rights when using the services of THINKBUZAN Web sites, the User shall discontinue such use that violates these General Terms and Conditions and the law, if so requested by THINKBUZAN.