THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THIS SERVICE ON THE WORLD WIDE WEB. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND GIANT THINKWELL, INC ("WE" "US") AND GOVERN YOUR ACCESS TO, AND USE OF THE GIANT THINKWELL SERVICE LOCATED AT WWW.HAIKUDECK.COM AND ANY OF ITS SERVICES DOWLOADED THROUGH THE OFFLINE PLAYER (THE "SERVICE"). IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SERVICE AND/OR ANY INFORMATION CONTAINED ON THE SERVICE. YOUR USE OF THIS SERVICE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. GIANT THINKWELL MAY MAKE CHANGES TO THE SERVICES OFFERED AT ANY TIME, AND GIANT THINKWELL CAN CHANGE THESE TERMS AT ANY TIME. IF GIANT THINKWELL CHANGES THESE TERMS, WE WILL POST A CHANGE NOTICE ON THE SERVICE AND WE MAY SEND REGISTERED MEMBERS AN EMAIL NOTICE OF THE CHANGE. YOUR CONTINUED USE OF THE SERVICE AFTER SUCH CHANGES HAVE BEEN POSTED MEANS THAT YOU AGREE TO THE NEW TERMS EVEN IF YOU HAVE NOT REVIEWED THEM.
Giant Thinkwell provides content and other services through the Service. Certain information, documents, products and services provided on and through the Service, including content, trademarks, logos, graphics and images that are not Presentations (as defined below) (together, the "Materials") are provided to you by Giant Thinkwell and are the copyrighted work of Giant Thinkwell or Giant Thinkwell's contributors. The Service also provides, among other things, an online marketplace (the "Marketplace") where you can browse and acquire content and services for use in your Presentations ("Marketplace Items"), which may be subject to third party rights, license agreements, or obligations. In addition, Giant Thinkwell may make certain applications available to you on the Service for use that may assist you in developing or managing Presentations (the "Software"). Any such Software is only made available for use under the terms of a limited, non-exclusive license to use the Software on your personal computer or mobile device for the sole purpose of developing or managing Presentations.
During the term of these Terms, Giant Thinkwell grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and use the Service and the Software solely for your personal use if you are an individual and solely for your business use if you are an organization or agent of your organization in connection with the creation, storage, display and arrangement of Presentations you create using the Service. You acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials or the Software in any manner. This limited license terminates automatically, without notice to you, if you breach any of these Terms. Upon termination of this limited license, you agree to immediately destroy all downloaded or printed Materials or Software. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Service, any Materials or the Software on any legal basis.
In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Giant Thinkwell has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Giant Thinkwell has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).
By using all or part of this Service, you consent to receiving electronic communications from Giant Thinkwell and its partners and affiliates. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Service. These electronic communications are part of your relationship with Giant Thinkwell and you receive them as part of your use of the Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
When a visitor to the Service registers to become a member ("Member"), he or she will select an available user name ("Membership Name") and a corresponding user password ("Membership Password") to create a unique, personal account (a "Membership Account"). The Member shall also be required to specify whether he or she is registering as an individual or on behalf of a company or entity (and, if so, the name of the company or entity). You will need a Membership Password to login to the Service and use certain functions and areas within the Service ("Restricted Areas"). If you are an authorized Member of the Restricted Areas, you are responsible for maintaining the confidentiality of your password and account, and agree to notify Giant Thinkwell if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your account. You agree to immediately notify Giant Thinkwell of any unauthorized use of your account or any other breach of security in relation to the Service known to you. You will not use other members' contact information gathered from Restricted Areas of the Service for commercial purposes and agree not to provide any other Member's contact information to any third party that is not a Member of Giant Thinkwell.
When a Member of the Services chooses to become a subscriber ("Subscriber"), he or she will choose a subscription type and enter additional data, including payment information within their Membership Account. With respect to Software or Services provided on a subscription basis, Subscriber agrees that Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, may from time to time either increase or decrease the fee(s) for all or any portion thereof, and that any such adjustment, when made by Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, shall apply effective as of the expiration of the then-current subscription term. If Subscriber objects to any fee change, Subscriber's sole remedy shall be to elect not to renew the Software or Service at the expiration of the then-current subscription term. Each subscription term begins on the day Giant Thinkwell receives full payment of the applicable fees from Subscriber or Giant Thinkwell's authorized resale partner, as applicable, and expires either 1 month or 1 year later, depending on the subscription type selected in the applicable order. The subscription term will automatically renew for additional periods unless Subscriber elects not to renew on or before the expiration date. If Subscriber purchases additional subscription Software or Services, the subscription term for such additional Software or Services will be coterminous with the preexisting subscription term. The fee for any additional subscriptions purchased in the middle of a billing month will be charged in full for that billing month. Reductions will be effective at the end of the then-current term. No refunds or credit adjustments will be given.
You must provide Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, with valid credit card or approved purchase order information. Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, may require, and Subscriber agrees that such fees shall be paid by means of credit card payments or other forms of electronic funds transfers, and to implement measures enabling Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, to initiate such electronic funds transfers. If you are paying by credit card, only valid credit cards acceptable to Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, may be used by you to make payment, and all authorized refunds will be credited to the same card. Until all amounts due have been paid in full, you hereby authorize Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, to charge any credit card provided by you all amounts due under the Agreement from time to time, including without limitation, ongoing Subscription and installment and other payments, taxes, and additional fees. If the credit card cannot be verified, is invalid, is declined, or is not otherwise acceptable or if Giant Thinkwell does not receive payment from its authorized resale partner for your purchase or subscription, the Software and Services may be terminated, deferred, suspended, or cancelled by Giant Thinkwell without notice at Giant Thinkwell's discretion and Giant Thinkwell may generate invoices for payment. You agree to update your credit card information to keep it current at all times and that Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, may submit charges for processing even if the card appears to have expired. A credit card authorization form must be completed for all payments made by credit card. All prices are given and must be paid in the currency listed. All payment obligations are non-cancelable and all amounts paid are nonrefundable. Unless otherwise provided by law or in connection with any particular service offer, all charges are non-refundable.
All fees are exclusive of all taxes, fees, levies, duties or similar charges arising out of or relating to the Agreement, and you shall be responsible for payment of all such taxes, fees, levies, duties or similar fees, excluding only taxes based solely on Giant Thinkwell's income.
You may have received a complimentary trial Subscription to the Software or Service or some other trial period offer. Unless we notify you otherwise, if you are participating in any trial period offer, your trial period will expire at the end of the trial term and access to the Subscription-based Software or Service will be suspended. You will then be prompted to either become a Subscriber or be limited to the Member version of the Software or Services.
A Member or Subscriber ("User") shall acquire Marketplace Items through the Service, and such Marketplace Items may be subject to an applicable content download agreement based on criteria specified by such User. A User may acquire Marketplace Items for a particular use(s) only if he or she pays with the applicable number of Credits (as defined below) on the Service, and only if he or she agrees to the terms and conditions of any applicable content download agreement for such Marketplace Item and such use(s).
Transactions in the Marketplace, including the purchase of products or services, shall be conducted using Marketplace credits ("Credits") in accordance with Giant Thinkwell's pricing and payment policies and subject to any amounts that may be owed to Giant Thinkwell with respect to such transactions. In the event you purchase a Marketplace Item, the appropriate number of Credits shall be deducted from your Membership Account.
You may acquire Credits only by purchase, by using credit or charge cards, online payment accounts, wire transfers or such means as then permitted by Giant Thinkwell, or by redeeming a special promotion. If you purchase any Credits using a credit or charge card or an online payment account, you represent and warrant that you are the cardholder or account holder and that the billing information provided is accurate, and you authorize Giant Thinkwell or Giant Thinkwell's authorized resale partner, as applicable, to charge the designated credit or charge card or online payment account for the total amount of the purchase, including any sales or similar taxes. Credits are non-refundable. Notwithstanding anything to the contrary contained in this Agreement, you may never redeem Credits for cash, and can only use Credits for transactions within the Marketplace.
You may only acquire Marketplace Items from the Service in accordance with the terms and conditions of this Agreement and of any applicable content download agreement. You may not use, reproduce, distribute, display or create derivative products or services based on any Marketplace Items or other goods or services that appear on the Service unless you enter into a content download agreement, and you may do so only to the extent expressly permitted under the terms and conditions of an applicable content download agreement.
You acknowledge and agree that no ownership of any Marketplace Items can be transferred, and that no sale of any Marketplace Items can be effectuated, on or through the Service. Only the rights expressly sublicensed in an applicable content download agreement are granted on or through the Service. You acknowledge and agree that Giant Thinkwell or its third-party providers retain all ownership rights in and to the Marketplace Items, and that such Marketplace Items are protected by copyright, trademark and other intellectual property rights of Giant Thinkwell or its third-party providers.
Giant Thinkwell may, at any time, terminate this Agreement in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under this Agreement, or for inactivity as it relates to the Service for a period of 90 days. You may, at any time, terminate this Agreement by logging into your Membership Account on the Service and selecting to cancel your Giant Thinkwell account. In the event termination is by Giant Thinkwell, Giant Thinkwell shall notify you of such termination. Giant Thinkwell reserves the right, in its sole discretion, to terminate your Membership Account at any time, including, without limitation, deactivating your Membership Name and Membership Password.
Upon any termination of this Agreement:
Termination of this Agreement shall not relieve you of any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated.
Giant Thinkwell reserves the right, in its sole discretion, to suspend your Membership Account at any time and for any length of time. In the event, and for so long as, Giant Thinkwell suspends your Membership Account, you shall have no ability to purchase any Marketplace Items or other goods or services on the Service, but you may continue to access your Membership Account using your Membership Name and Membership Password. For clarification purposes, Giant Thinkwell shall not remove any Marketplace Items or other goods or services you have purchased prior to suspension of your Membership Account and such Marketplace Items or other goods or services shall continue to be available.
Certain information and content that are not Presentations may be provided by third party licensors and suppliers to Giant Thinkwell ("Third Party Content"). The Third Party Content is, in each case, the copyrighted work of the creator/licensor. Unless you have permission from the owner of the Third Party Content, you agree to only display the Third Party Content on your personal computer solely for your personal or business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. GIANT THINKWELL DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
This Service may be linked to other Services that are not Giant Thinkwell Services. Giant Thinkwell is providing these links to you only as a convenience, and Giant Thinkwell is not responsible for the content or links displayed on such Services.
You acknowledge that Giant Thinkwell reserves the right to limit the maximum storage capacity for each user account. Furthermore, Giant Thinkwell, in its sole discretion, reserves the right to adjust the maximum storage limit of any user account, at any time without prior notice.
YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY PRESENTATIONS YOU SUBMIT TO GIANT THINKWELL. You further agree that you will not upload, post or otherwise make available on the Service any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right, and the burden of determining that any material is not protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Presentation.
You represent and warrant that: (i) you own the Presentations posted by you on or through the Service or otherwise have the right to grant the license set forth herein, and (ii) the posting of your Presentations on or through the Service and any other use of your Presentations does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Presentations posted by you to or through the Service or created with the use of the Software.
Giant Thinkwell asks that you respect the Giant Thinkwell online community as well as other individuals participating within the Giant Thinkwell online community. Your conduct should be guided by common sense and basic etiquette. To further these common goals, when posting Presentations to or otherwise using the Service and/or the services, you agree not to, without limitation:
This list of prohibitions is an example and is not complete or exclusive. These prohibitions do not require Giant Thinkwell to monitor, police or remove any Presentations or other information submitted by you or any other user. Giant Thinkwell reserves the right to (a) terminate or suspend your access to your account, your ability to post to the Service or the services and (b) refuse, delete or remove any Presentations or move any Presentations from "public" to "private" status; with or without cause and with or without notice, for any reason or no reason, or for any action that Giant Thinkwell determines is inappropriate or disruptive to the Service, services or to any other user of the Service and/or services. Giant Thinkwell reserves the right to restrict the number of emails which you may send to other members and users to a number that Giant Thinkwell deems appropriate in Giant Thinkwell sole discretion. Giant Thinkwell may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Giant Thinkwell discretion, Giant Thinkwell will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Internet.
You understand that your interactions and dealings with other users of the Service are solely between you and such other user. Giant Thinkwell shall not be responsible for any loss, injury, or damage of any sort incurred as a result of any such interactions and/or dealings and Giant Thinkwell will have no obligation to become involved in such dispute.
Presentations and unauthorized use of any Materials or Third Party Content contained on this Service may violate certain laws and regulations. You shall indemnify and hold Giant Thinkwell and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees) Giant Thinkwell or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of the Service or the use of the Service by any person using your user name and/or password violates any applicable law or regulation, or the rights of any third party.
Giant Thinkwell and Haiku Deck are trademarks of Giant Thinkwell. All other trademarks, names and logos on this Service are the property of their respective owners.
Unless otherwise specified, all information and screens appearing on this Service including documents, services, Service design, text, graphics, logos, images and icons, as well as the selection and arrangement thereof, are the sole property of Giant Thinkwell, Copyright © 2012 Giant Thinkwell. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.
Giant Thinkwell respects the intellectual property of others, and we ask you to do the same. Giant Thinkwell may, in appropriate circumstances and at our discretion, terminate or suspend service and/or access to the Service or Restricted Areas of the Service to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or a trademark infringement and appears on our Service, please provide Giant Thinkwell copyright agent the following information:
Giant Thinkwell agent for notice of claims of copyright or trademark infringement on this Service can be reached as follows:
By email: firstname.lastname@example.org
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
By email: email@example.com
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
Only the intellectual property rights owner may report potentially infringing items through Giant Thinkwell reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.
Your use of this Service, any Software and/or the services is at your own risk. Neither the Materials nor the Third Party Content have been verified or authenticated in whole or in part by Giant Thinkwell, and they may include inaccuracies or typographical errors. Giant Thinkwell does not warrant the availability, accuracy, access, or timeliness of the Materials or the Third Party Content contained on this Service. Giant Thinkwell has no liability for any errors or omissions in the Materials and/or the Third Party Content, whether provided by Giant Thinkwell or our licensors.
GIANT THINKWELL, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICE, THE SOFTWARE, THE SERVICES OR ANY MATERIALS OR THIRD PARTY CONTENT. RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED ON THE SERVICE, INCLUDING WITHOUT LIMITATION THE MATERIALS AND THE THIRD PARTY CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE SOFTWARE, THE SERVICES, MATERIALS, THIRD PARTY CONTENT AND ANY INFORMATION OR MATERIAL CONTAINED ON THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. GIANT THINKWELL DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
GIANT THINKWELL SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIAL ON THE SERVICE OR RELATING TO YOUR PRESENTATIONS OR THE SOFTWARE. IN NO EVENT SHALL GIANT THINKWELL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING EVEN IF GIANT THINKWELL KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL GIANT Thinkwell's AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS (USD $500).
Giant Thinkwell controls and operates this Service from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Service outside the United States of America, you are responsible for following applicable local laws.
Washington law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Any disputes relating to these Terms or the Service will be heard in the courts located in Washington. If any of these Terms is found to be inconsistent with applicable to law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Giant Thinkwell's failure to enforce any of these Terms is not a waiver of such term. The Terms are the entire agreement between you and Giant Thinkwell and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Giant Thinkwell about the Service. The proprietary rights, disclaimer of warranties, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.