PLEASE READ THE FOLLOWING TERMS AND CONDITIONS VERY CAREFULLY AS YOUR USE OF THE SERVICES THEREIN ARE SUBJECT TO YOUR ACCEPTANCE OF AND COMPLIANCE WITH THE FOLLOWING TERMS AND CONDITIONS ("TERMS" / “AGREEMENT”).

BY DOWNLOADING OR INSTALLING, REGISTERING, ACCESSING OR OTHERWISE USING THE PORTAL, YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. THESE TERMS OF USE AND CONDITIONS CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE COMPANY.

WHILE USING THE PORTAL, YOU MAY BE SUBJECT TO ANY POSTED GUIDELINES OR RULES APPLICABLE TO THE PORTAL. ALL SUCH GUIDELINES OR RULES ARE HERBY INCORPORATED BY REFERENCE INTO THESE TERMS.

BY USING OR ACCESSING THE PORTAL, YOU DE-FACTO AGREE TO THE FOLLOWING TERMS.

YOU ALSO REPRESENT THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE PROVISIONS OF THIS AGREEMENT.

1. DEFINITIONS:

Thinkly Media Services Private Limited is a company registered under Companies Act 2021, having its registered address at 25E/4, MODEL TOWN, GET NO.2, BAL RAJESHWAR RD; MULUND (W) MUMBAI Mumbai ,Maharashtra,India,400080, India hereinafter referred to as “Company”, “we” “us” or “our”.

“Users”, “You”, “Your” means any person who registers and creates a user account on the Portal for availing the Services provided through the Portal.

“Online Stores” means, web portal or app through which products and services are made available to you.

“Portal” means and includes both www.thinkly.me and mobile application developed and owned by the Company, to enable the Users to avail the Services of the Company.

“User Products/Services” means and includes any new or old products sold or services provided by the Users to other users through the Portal.

“Thinkly Desk” shall mean and includes the feature on the Portal where Company shall be displaying Thinkly Content and sell Thinkly Products.

“Thinkly Products” means and includes any products sold by the Company through the Portal

“Thinkly Content” means and includes write-ups, reviews, articles and blogs created and shared by the Company through the Portal.

“User Content” means and includes writeups, articles or audios, videos and photos, shared by the Users through the Portal.

“Services” shall mean Services offered on the Portal to the Users, which shall include -

• 1. Providing a social media network User Content Portal for the User to connect with other users, for the purpose of sharing User Content.
  2. Uploading Thinkly content on the Portal
  3. Connecting with other Users socially and professionally having similar interests.
  4. Interacting and communicating with other users using the Portal through any means, including but not limited to chat, voice, video.

“User Data” means any data, content, details, information documents, videos, audios, media, images, blogs, messages, notifications, ideas, communications, replies, likes, comments, maps, routes, geo-data, or material relating to the User or their or designs, copyrights, trademarks, patents, and any intellectual property therein, any of which may be generated, provided, or otherwise made accessible on or through the Portal.

2. SERVICE DESCRIPTION:

Thinkly is a Portal which enables You to connect with other users socially and professionally. The Portal enables You to share and view the User Content that is to create and share original perspective of events happening around us in the society with other users registered on the Portal. The Portal also facilitates You to directly connect with other Users and share your views about any User Content. The Company also provides You a platform which facilitates the sale and purchase of various Products between Users, or the Users and the Company or users and registered sellers. You may create different groups of users on the Portal for the purpose of sharing User Content and interact with other users. The Portal also provides a means for certain Users to raise invoices and receive payments thereof to other Users on behalf of their Community or for the User Products/Services provided by such Users. The Portal can be used to obtain data/feeds from various devices that would have been connected and configured by administrative Users.

You agree and understand that the Portal does not supervise over any User Content shared by You through the Portal and is also not involved in any way with the User Content shared by You or any other users registered on the Portal. As a result, we have no control over any User Content which is shared on the Portal. You are requested to exercise caution and judgment before posting any User Content on the Portal.

3. PORTAL USE:

Users may use the Portal subject to acceptance of these Terms. Company retains the right to amend these Terms, without prior notice, from time to time and such revised Terms shall be applicable to the Users, upon the posting of updated Terms on the Portal. We may highlight or summarize the key changes for the User’s reference and the User shall be required to re-accept the revised Terms to continue availing the Services of the Portal. Company has a right to engage with multiple Users at the same time for provision of Services or for engagement in same or similar activity.

4. ELIGIBILITY:

To be eligible for availing the Services, You must be at least 13 years old. The Portal is not available to for those who are temporarily or indefinitely suspended. By registering to use the Portal, You represent and warrant that You are at least 13 years of age and that You are fully able, competent and authorized to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms.

To join or subscribe to a Publisher’s paid publication membership as a Reader, or provide a membership as a Publisher, you must be at least 18 years old or have your parent’s permission.

5. REGISTRATION:

In order to avail the Services, You must complete the registration on the ‘Sign Up’ page. You will be required to register and create an account by providing Your mobile number/ email id. (“Account”). You agree that any registration information provided by You will always be accurate, correct and complete. You may receive an invite from a registered user to register on our Portal. By usage of the Portal, You shall be solely responsible for maintaining the confidentiality of the Account and for all other activities that occur under Your Account. We also reserve the right to refuse registration of, or cancel Accounts which we deem inappropriate.

You are responsible for anything that occurs when anyone is signed in to your account, as well as the security of the account. Please contact us immediately if you believe your account is compromised.

6. ACCOUNT DELETION:

You can delete your account by writing to us at [email protected] from your registered email id and Thinkly Pen Name. You can either choose to permanently delete your account or temporarily disable your account. We can disable, terminate or suspend your account at any time at our discretion. We can also cancel any membership subscriptions and remove any descriptions, posts or benefits at our discretion. You may not bring a claim against us for suspending or terminating another person’s account, and you agree you will not bring such a claim. If you try to bring such a claim, you are responsible for the damages caused, including attorneys fees and costs. These terms remain in effect even if you no longer have an account.

7. THIRD PARTY APPS:

You may grant Thinkly permission to access third-party apps. You may also revoke that permission.

You may grant Thinkly access to your third-party accounts, such as Google, YouTube, Spotify, Facebook, Instagram, Twitter, and Twitch, in order for some Thinkly features to operate. Each time you connect your third-party account, that third-party account will present a page that describes the information that Thinkly can access.

At any time, you can revoke Thinkly’s access to those accounts using the respective third party’s security settings page.

8. CONSIDERATION:

Currently, the Portal is free of cost for the Users for accessing or availing a part of the Services. However, the Company reserves that right to levy certain fees or charges, to the Users, for the use of the Portal or certain features available at the Portal eventually. You agree to pay any such fees, as may be applicable. Further, the Company reserves the right to charge the applicable fees or amount in relation to any Thinkly Content, Thinkly Products and other features of the Portal.

The Portal allows Publishers to create Paid Publications and Readers to subscribe to them. There are a lot of details regarding this involving payments, fees, taxes and restrictions that you should read in full in our “Paid Terms of Service” section.

9. FEATURES OF THE PORTAL:

The Portal provides for following broad features:

User Content

The Portal enables You to post and share Your original writeups, articles, bogs, reviews and your perspective about any topic with other users, having similar interests. The Portal promotes the lost art of expressing Your views in the form of original writeups. You can react and discuss about any other User’s User Content by directly commenting on it. Your comments will be visible only the author of the User Content. The User shall provide picture credits at a designated slot or upload self-clicked images as part of the User Content. You agree and understand that the Portal shall not be made party to or be responsible for any disputes which may arise between You and other users. The Portal shall also not be liable for any interaction, communication, between You and the other users.

Thinkly Desk

The Portal may also share certain writeups, articles and blogs created and shared by the Company. You may read, view this Thinkly Content. You understand that the opinions expressed through the Thinkly Content is not intended as any advice or guidance. Your use of any Thinkly Content available on the Portal is entirely at your own risk.

Communication

The Portal may offer you the ability to interact with other users of the Portal though various means such as chat, voice, video, newsletters etc. The Portal shall also not be liable for any interaction, communication, between You and the other users.

10. CONTENT ON THE PORTAL:

User Content

The Portal enables Users to submit, post, and share content, which may include without limitation articles, writeups, texts, graphic, opinions, blogs, messages, information, personal information, videos, photos, audios, live matches, musical programmes, news, GIFs, and pictorial works, or any other content submitted by the Users through the Portal (“User Content”). The Company shall be not responsible for the use or disclosure of any User Content. The User Content is not controlled by the Company and the Company does not endorse the User Content shared by You. You, are entirely responsible for all User Content that You upload, post, e-mail, transmit, or otherwise make available through the Portal.

The Company reserves the right, at its sole discretion, to reject or remove the User Content, without providing You any prior notice, if required under applicable law or without any cause. We shall also remove the User Content if found to be abusive, indecent, inappropriate, deceptive or illegal. We also reserve rights to remove or deactivate your Account if reported or informed by any User of the Portal, for posting inappropriate User Content through the Portal.

For any User Content, You confirm, represent, and warrant that: (i) You own, or have the necessary licenses, rights, consents, and permissions to use the Content. You grant, the Company, the rights and license to Your User Content as provided in the Privacy Policy, and You represent and warrant that the Company’s use of the User Content or the User Content available on the Portal do not / will not (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) contain any material that is illegal, threatening, obscene, racist, defamatory, libellous, hateful, pornographic, purposely false or otherwise injurious to third parties, promotional in nature, promotes any illegal activity or harm to groups or individuals, or consists of or contain software, computer viruses, commercial solicitation, political campaigning, chain letters, mass mailings, any form of “spam” or references to illegal activity, malpractice or false advertising; (c) violate these terms or any applicable law or regulation; or (d) require obtaining a license from or paying fees or royalties to any third party for the exercise of any rights granted in these terms, including, by way of example and not limitation, the payment of any royalties to any copyright owners, including any royalties to any agency, collection society, or other entity that administers such rights on behalf of others.

You understand and acknowledge that while using the Portal, You may be exposed to User Contents uploaded by other Users of the Portal or from other sources, we do not endorse and neither we are responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Contents. You further understand and acknowledge that You may be exposed to User Contents that are inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Company with respect thereto.

The Services may include Community forums or other social features to exchange any content and information with other users of the Services and the public. The Company does not support and is not responsible for the content in these Community forums. Users understand that the Users are expected to show respect while interacting with other users. The Company shall not be responsible for any disrespectful, violent, harmful conduct of the Users shall use their discretion while posting any information or content on the Portal. User shall not reveal information that they do not want to make public. Users may post hypertext links to content of third parties for which the Company shall not be responsible

The Company may freely use any feedback You provide. You understand and agree that the Company may use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant the Company a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback You provide to the Company in any way.

If You share another person’s contact information with us, for example in order to invite that person to the Portal on Your behalf, You are granting us permission to contact that person. You further ensure that You have the necessary authority and permission from that person to do so.

Thinkly Content

The Portal shall include Thinkly Content including but not limited to articles, updates, write-ups that is owned and created by the Company and posted through the Thinkly Desk. You understand that by posting such Thinkly Content we do not promote, propagate or endorse any views put forth therein. Your use of any Thinkly Content available on the Portal is entirely at your own risk. This Thinkly Content is owned by the Company and the you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, reverse engineer, edit or create derivative works from any Thinkly Content.

Company Content

The Portal or the Company may provide You certain contents which may include without limitation texts, blogs, graphic, opinions, information, personal information and pictorial works, audio, images, photographs, software, text, icons etc. or any other content uploaded on the Portal (“Company Content”). The Company does not guarantee or assume any responsibility in relation to such Company Content. Company recommends You to use Your own judgement before relying on or sharing the same with any third party. The User shall not disclose the Company Content to any third party without obtaining prior written consent of the Company.

11. YOUR PERSONAL INFORMATION:

You can view our Privacy Policy on http://www.thinkly.me/#/privacy-policy. You agree our Privacy Policy, and any changes thereto. You understand that we may use and maintain your data according to the Privacy Policy, as part of the Services. You give us permission to combine information you enter or upload for the Services with that of other users of the Services and/or other services. For example, this means that we may use your and other users' non-identifiable, aggregated data to improve the Services or to design promotions.

12. THINKLY REWARDS:

To avail the Thinkly Rewards listed on the Portal, the User shall redeem Thinkly Stars to place an order by signing in on the Portal, by using their Account. The Company has the sole right to accept or reject the order. On acceptance of an order, User shall receive a confirmation against the order.

Any issues reported in terms of deficiency of goods and services offered as Thinkly Rewards, the Company will take reasonable steps on a best-effort basis to address the same. In no event, shall the Company be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or monetary losses, arising out of or in any way connected with Thinkly Rewards.

All Thinkly Rewards redeemed by the User shall be delivered by third party delivery agencies. We do not guarantee the delivery of Products within a fixed period of time. However, upon the acceptance of order, we would provide an estimated time of delivery, which may alter or change due any unforeseen circumstances. We shall not be liable for any loss or damage, including but not limited to, mental agony suffered by the User due to such delay.

If in case the Users do not accept the Thinkly Products delivered to them, the Company may have the sole discretion to cancel the order.

In case there are orders for multiple Thinkly Rewards placed by the User, the Company shall deliver the same based on the availability of the stock and may not be delivered simultaneously or will be delivered separately. The Company is not responsible for unsatisfactory or delayed delivery of Thinkly Rewards or damages or delays as a result of the Thinkly Rewards being out of stock or unavailable.

13. BETA FEATURES:

From time to time, the Company may, at its sole discretion, include new and/or updated beta features ("Beta Features") in the Services for your use and which permit You to provide feedback. You understand and agree that Your use of the Beta Features is voluntary and the Company is not obligated to provide You with any Beta Features. You understand that once You use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, You may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an "as is" basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

14. USE WITH MOBILE DEVICE:

1. Use of these Services may be available through a compatible mobile device using Internet access and may require the relevant software. You agree that You are solely responsible for these requirements, including any applicable changes, updates and fees for SMS messages, data plans, and general usage, as well as the terms of your agreement with your mobile device and telecommunications provider. The Company makes no warranties or representations of any kind, express, statutory or implied as to:

• • • The availability of telecommunication services from your provider and access to the Services at any time or from any location;
    • Any loss, damage, or other security intrusion of the telecommunication services; and
    • Any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the Services.

15. OWNERSHIP OF INTELLECTUAL PROPERTY:

All the rights including but not limited to intellectual property rights subsisting under or in relation to the Portal (including the Thinkly Content) are owned by the Company and its affiliates, subsidiaries, licensors as the case may be. The Company respects copyright, and we prohibit You from submitting, uploading, posting, or otherwise transmitting any User Content or details on the Portal that violates another person’s proprietary rights.

If You believe that the Portal contains elements that infringe any intellectual property rights, please notify us immediately. If we receive intellectual property right infringement claim notification, and it is felt appropriate, we may remove all such content which is indicated as infringing and/or take any other appropriate action at our discretion.

All content on this Portal, including but not limited to the Thinkly Content, are protected by copyright under the copyright laws. You cannot use the Portal or the Thinkly Content, except as specified herein. There may be number of wordmark, service marks and trademarks found on the Portal whether owned/used by us or otherwise. By displaying them on the Portal, we are not granting You any license to utilize those service marks, or trademarks. Any unauthorized use of the such service marks, or trademarks may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.

16. PROHIBITED CONDUCT

Users shall not engage in any of the following activities:

• • Use the Services or the Portal for any purpose that is illegal, unlawful or prohibited by these Terms and shall not violate or encourage others to violate any right of or obligation to a third party, including but not limited to, by infringing, misappropriating, or violating intellectual property, confidentiality, or privacy rights;
  • Harass, threaten, disrupt or harm any other users or officials or representatives of Company or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;
  • Remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Portal;
  • Use Portal in any manner that threatens or is likely to threaten the integrity, performance or availability of the Services or the Portal;
  • Reverse engineer, decompile or otherwise extract the source code(s) or data related to the Portal or any part thereof
  • Impersonate another person or access another User’s Account;
  • Collect information about other Users in any illegal or unlawful manner for any illegal or unlawful purpose;
  • Use the Portal in any manner that can damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the Portal, or interfere with any other third party's access to and enjoyment of the Portal;
  • Use the Services for the transmission of advertising or promotional materials, including junk mail, spam, chain letters, or any other form of unsolicited or unwelcome solicitation.
  • Use the Services in any manner that could disable, overburden, damage, or impair the Portal, or interfere with any other party’s use and enjoyment of the Services; including by (a) uploading or otherwise disseminating any virus, adware, spyware, worm or other malicious code, or (b) interfering with or disrupting any network, equipment, or server connected to or used to provide any of the Services on the Portal, or violating any regulation, policy, or procedure of any network, equipment, or server.(c) reverse engineering, decompiling or otherwise extracting the source code(s) or data related to the Portal or any part thereof
  • Share or transmit content that is harmful, offensive, obscene, abusive, invasive of privacy, defamatory, hateful or otherwise discriminatory, false or misleading, or incites an illegal act or is hurtful to any religious, racial, demographic, ethnic sentiments.
  • Post or transmit any personally identifiable information about persons without obtaining such persons express permission to do so through the Portal.

17. ANTI SPAM POLICY:

You certify that You will use the Services in accordance with these Terms. You are forbidden to transmit unsolicited commercial email (spam) by using the Services. Additionally, You are required to reconfirm (permission pass) or stop mailing an existing list when it is determined to be in violation of our anti-spam policy. Repeated violations or failures to comply with this anti-spam policy will result in termination of Your access to the Portal. You agree and acknowledge that, we shall not be held liable for any claim that may arise due to Your violation of this anti-spam policy.

18. ANTI SPAM POLICY:

PORTAL, IS MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE PORTAL IS NOT HACK PROOF. THE DATA MAY GET PILFERED, DAMAGED, LOST, GARBLED OR BECOME USELESS. WITHOUT LIMITING THE FOREGOING, WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY MALICIOUS CODE, DELAYS, INACCURACIES, ERRORS, OR OMISSIONS. USERS UNDERSTAND, ACKNOWLEDGE AND AGREE THAT YOU ARE ASSUMING THE ENTIRE RISK AS TO YOUR DATA, QUALITY, ACCURACY, PERFORMANCE, TIMELINESS, ADEQUACY, COMPLETENESS, CORRECTNESS, AUTHENTICITY, SAFETY, SECURITY AND VALIDITY OF ANY AND ALL FEATURES AND FUNCTIONS OF THE PORTAL, INCLUDING, WITHOUT LIMITATION OF THE USER DATA. WE DO NOT REPRESENT AND WARRANT THAT USERS USE OF THE PORTAL WILL MEET THEIR REQUIREMENTS, OR USE OF THE PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR OR ANY INFORMATION OBTAINED BY THE USERS AS A RESULT OF USE OF THE PORTAL WILL BE ACCURATE OR RELIABLE.

THE COMPANY SHALL HAVE NO CONTROL OVER THE USER CONTENT SHARED BY YOU THROUGH THE PORTAL, OR ANY COMMUNICATIONS AMONGST THE USERS THROUGH ANY FEATURE OF THE PORTAL. USERS AGREE AND UNDERSTAND THAT THEY SHALL NOT COMMUNICATE, NOTIFY OR POST ANY USER CONTENT WHICH IS FALSE, MALAFIDE AND WHICH MAY CAUSE HARM OR AFFECT THE OTHER USERS OR WHICH MAY RESULT INTO ANY MENTAL INJURY TO THE OTHER USERS. THE USERS SHALL NOT USE THE PORTAL OR UPLOAD ANY CONTENTS WHICH HURT THE EMOTIONS OR SENTIMENTS OF OTHER USERS.

TO THE FULLEST EXTENT PERMITTED BY LAW, USERS RELEASE, INDEMNIFY, AND HOLD HARMLESS THE COMPANY, ITS PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO ANY USER CONTENT VIEWED, POSTED, COMMUNICATED THROUGH THE PORTAL.

THE CONTENT PROVIDED ON THE PORTAL OR UPLOADED BY THE USERS ON THE PORTAL IS ONLY FOR INFORMATION, FUN AND ENTERTAINMENT PURPOSE. ANY AND ALL INFORMATION PROVIDED ON THE PORTAL IS GENERIC IN NATURE. USERS AGREE AND ACKNOWLEDGE THAT THE COMPANY DOES NOT UNDERTAKE ANY RESPONSIBILITY OF ANY USER CONTENT POSTED ON THE PORTAL.

19. LIMITATIONS OF LIABILITY:

In no event, shall the Company be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or monetary losses, arising out of or in any way connected with the use of the Portal or for interrupted communications, delay, lost data or monetary losses arising out of or in connection with these Terms.

20. INDEMNIFICATION

Users agree to indemnify us and hold us harmless from and against any claims arising out of or relating to: (i) details and User Content that You submit or transmit on the Portal, (ii) Your violation of any rights of any other person in connection with the Services, (iii) infringement of any third party intellectual property rights, (iv) any breach of the terms and conditions of these Terms, (v) any breach or violation of applicable laws and regulations in the country from where you are accessing the Portal (vi) any breach of representation and warranties made in relation to the Services (vii) transactions (and subsequent) between You and other Users.

Your obligation to indemnify under this clause also applies to our subsidiaries, affiliates, officers, directors, employees, agents and third party service providers.

21. FORCE MAJEURE:

Without limiting the foregoing, under no circumstances shall Company be held liable for any damage or loss due to deficiency in performance of the Portal resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, change in laws and regulations, or any other government government regulations, floods, storms, electrical failure, civil disturbances, riots or any other similar events.

22. TERMINATION:

Company may at any time, terminate these Terms, if:

1. • You breach any terms and conditions of these Terms or;
   • Company is required to do so under law (where the Services provided by the Company becomes unlawful);
   • Company chooses to discontinue the Services provided through the Portal.

23. SURVIVAL:

Provisions such as, disclaimer of warranties, limitation of liability, indemnity, ownership of intellectual property, general provisions, prohibited conduct shall survive any termination.

24. GOVERNING LAW:

This Agreement and Your use of the Portal is governed by, construed and enforced in accordance with the laws of India and, for the purposes of any legal or equitable actions, You specifically agree and submit to the exclusive jurisdiction and venue of the Courts of Mumbai, Maharashtra, India.

25. COMPLAINTS:

We reserve the rights to remove or deactivate Your account if reported or informed by any other user of the Portal, for posting inappropriate messages or information through the Portal. If You have questions or concerns or grievances regarding these Terms or any other user, You can contact us as per this policy, or wish to make a complaint, please contact us at [email protected].

26. GENERAL PROVISIONS

In this Agreement, reference to any gender includes a reference to all other genders and the neuter. Each part of this Agreement is independent of each other. Company shall have the right to assign this Agreement to any of its affiliates or any third parties at any time without notice to You. You agree that if the Company does not exercise or enforce any legal right or remedy which is contained in this Agreement, this will not be taken to be a formal waiver of Company’s rights and that those rights or remedies will still be available to the Company. This Agreement along with the Privacy Policy contains the entire understanding and agreement between You and the Company and supersedes any and all prior or inconsistent understandings relating to Portal. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and this Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable..

Thinkly allows you to access certain premium features or content in exchange for a one-time or recurring fee, as applicable (each a “Paid Service” and collectively the “Paid Services”). Your transactions and any other use of the Paid Services are subject to these Paid Terms of Service (“Paid Service Terms”). By using a Paid Service, you agree to (1) these Paid Service Terms; and (2) Thinkly’s Terms of Service, and Privacy Policy, and all other terms and conditions that generally apply to the Thinkly website (all of these together are the “Terms”). Please read the Terms carefully. If you don’t understand them, or don’t accept any part of them, then you’re not allowed to use the Paid Services.

If you publish content through a Publication on Thinkly, you are a Publisher If you subscribe to Publications on Thinkly, you are a Reader. Readers subscribe to Publications directly through the Publication’s unique URL or from within the Thinkly App.

A Publisher may offer their content for free or for a subscription fee, to be determined in the Publisher’s discretion. Readers may choose to subscribe to a Publication on Thinkly and agree to incur any applicable subscription fees. Readers will use Thinkly Stars to pay for subscriptions.

Publishers will set prices for their Publications, and may change the prices at their sole discretion. No price changes shall apply retroactively.

In the event that a Reader has a dispute with a Publisher, you agree that Thinkly is under no obligation to become involved other than to direct any inquiries regarding a Publisher’s Publication to the appropriate Publisher pursuant to the Publisher Agreement. To learn more about how Thinkly manages its relationships with Publishers, you should check out the Publisher Agreement.

Fees. Subscription fees for the Paid Services are recurring payments. Your subscription begins upon payment of a first monthly instalment of subscription fees. The subscription renews monthly upon the payment of automatically recurring monthly subscription fees, which are charged on the same day of the month that the subscription began. (If a subscription began on the 29th, 30th, or 31st day of a month, then membership will renew on the last day of any month that doesn’t have that many days.)

Subscription fees for the Paid Services are recurring payments. Your subscription begins upon payment of a first monthly instalment of subscription fees. The subscription renews monthly upon the payment of automatically recurring monthly subscription fees, which are charged on the same day of the month that the subscription began. (If a subscription began on the 29th, 30th, or 31st day of a month, then membership will renew on the last day of any month that doesn’t have that many days.)

Thinkly accepts payment via the current payment method indicated at time of purchase, which may include credit card, Apple Pay, and any other form of payment that we make available to you from time to time. You agree to abide by any relevant Terms of Service or other legal agreement whether with Thinkly, Apple, or another third party, that governs your use of a given payment processing method. Prices for Paid Services may change at any time, and Thinkly does not provide price protection or refunds in the event of a price reduction or promotional offering. You agree to pay for any Paid Services that you order (except during a free trial period). Thinkly will charge your credit card or other form of payment for the price listed on the relevant Paid Services offer, along with any additional amounts relating to applicable taxes, bank fees and currency fluctuations. If you purchase any automatically renewing subscriptions, you agree that Thinkly will charge the payment method on file on the first day of each billing period for the relevant subscription, and if the payment method on file becomes invalid due to an expired credit card or other similar reason and we are unable to charge you on the next billing period, Thinkly reserves the right to immediately revoke your access to any Paid Services you have ordered until you update your payment method. If you fail to update your payment method within a reasonable amount of time, Thinkly may cancel your subscription

If Thinkly is required to collect or pay any taxes in connection with your purchase of Paid Services, such taxes will be charged to you at the time of each purchase transaction or other appropriate time as applicable. Additionally, if required by law, you are responsible for reporting and paying certain taxes in connection with your purchase and use of Paid Services. Such taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest, as applicable to your purchase or country of purchase.

If you purchase a subscription to Paid Services that automatically renews, you may cancel the subscription any time before the end of the current billing period and the cancellation will take effect on the next billing period. You will retain access to the Paid Service from the time you cancel until the start of the next billing period, and will not receive a refund or credit for any remaining days in your current billing period. Subscription fees paid are final and non-refundable, unless otherwise determined by the Thinkly. If Thinkly reasonably determines that a user has violated these Paid Services Terms, Thinkly may immediately terminate the subscription and the user’s access to Paid Services without notice and without refund.

Thinkly may offer free trials to new Paid Service subscribers. If you initiate a subscription to a Paid Service through a free trial offer, you will receive free access to such Paid Service for the duration of the free trial period. At the end of the applicable free trial period, you will be charged the price of the subscription and will continue to be charged until you cancel your subscription. To avoid any charges, you must cancel before the end of the free trial period.

Your use of the Paid Services must be only for personal, non-commercial use. You agree not to use any Paid Service, in whole or in part in connection with any public presentation even if no fee is charged (except where such use would not constitute a copyright infringement). You are receiving a non-exclusive license to access the Paid Services and all rights, title and interest in the Paid Services (including any content offered through the Paid Services) not expressly granted to you in these Terms are reserved by Thinkly and its licensors. If Thinkly reasonably determines that you violated any part of the Paid Service Terms, your rights under this Section will immediately terminate and Thinkly may terminate your access to the Paid Services and/or your Thinkly account without notice and without refund to you

When you use the Paid Services, you may not (or attempt to):

• • use any part of the Paid Services in an illegal manner or for an illegal purpose.
  • share your Thinkly account password with someone else to allow them to access any part of the Paid Services that such person did not order
  • copy, sell, rent, or sublicense the Paid Services to any third party
  • circumvent, reverse-engineer, modify, disable, or otherwise tamper with any security technology that Thinkly or any third-party uses to protect the Paid Services or encourage or help anyone else to do so
  • access the Paid Service other than by means authorized by Thinkly; or remove any legal notices or labels on Paid Services
  • present any false, inaccurate or misleading information in an effort to misrepresent your location or place of residence, and you will not attempt to circumvent any restrictions on access to or availability of the Paid Services or content available within the Paid Services

Changes or Discontinuation of Paid Services. Thinkly reserves the right to change the availability of Paid Services. In addition, we reserve the right to modify, suspend, or discontinue any Paid Service with or without notice to you and we will not be liable to you or any third party for any such modifications, suspension, or termination.

Removal or Unavailability of Content In certain cases, content available within a Paid Service may become unavailable due to restrictions from our licensors or other legal or policy reasons. Thinkly will have no liability to you for any such unavailability.

Changes to the Paid Service Terms. We may change these Paid Service Terms from time to time so we encourage you to periodically review the most up-to-date version at https://www.thinkly.me/paid-terms.html If you refuse to accept the updated Paid Service Terms then Thinkly reserves its right to discontinue your use of the Paid Services.vice with or without notice to you and we will not be liable to you or any third party for any such modifications, suspension, or termination.

Communications. By using the Paid Services, you consent to receiving communications from us including marketing communications such as newsletters about Thinkly features and content, special offers, promotional announcements, and customer surveys, to your registered email address or via other methods. If you no longer want to receive such communications, you may choose to unsubscribe using the Unsubscribe link in these communications. Please review our Privacy Policy for further details.

Other Terms. You acknowledge and agree that certain content available in the Paid Services may be considered offensive to some people and that such content may not be labelled as such. Additionally, certain descriptions of Paid Services or content available in the Paid Services are not guaranteed to be accurate. You agree to use the Paid Services at your own risk and, subject to applicable laws, Thinkly will have no liability to you for any content that you find offensive.

The Paid Services are being provided by Thinkly Media Services Private Limited. You can reach us by mail at:

Unit 530, Avior Corporate Park, Nirmal Galaxy, L. B. S. Marg, Mulund West, Mumbai 400 080 Or by email at: [email protected]

If you have questions or feedback about Paid Services, please send it to the email address above.

You agree that you are solely responsible for (and that the Company has no responsibility to you for) your use of any Paid Service, any breach of your obligations under the Paid Service Terms, and for the consequences (including loss or damage of any kind which the Company may suffer) of any such breach.

You acknowledge and agree that you are responsible for paying all fees in a timely manner and for providing us with a valid credit card or other form of payment acceptable to the Company.

You acknowledge that your online acceptance of these or any other terms constitute a binding agreement between you and the Company and signify your intent to be bound to such online acceptances. Subject to applicable laws, in no event will the Company’s liability for any and all causes of action brought by you or any agent of yours arising from or related to the services exceed the payments actually received and retained by the Company from you for the Paid Services.

Welcome to Thinkly Publications!

This Publisher Agreement (“Agreement”) is a binding contract between you and Thinkly (“we”, “us”, “our”). It contains the rules and restrictions that govern your use of Thinkly’s products and services (referred to below simply as “Thinkly”) to distribute your newsletters and any content therein. If you use Thinkly for this purpose, you are a Publisher and will need to create a Publication. In this Agreement, we refer to people that subscribe to your Publications (Free or Paid) as Readers

Using Thinkly in any way means that you agree to this Agreement, and this Agreement will remain in effect while you use Thinkly. This Agreement includes everything in this document, as well as those in the Terms of Service, Privacy Policy, and all other rules and procedures that may be published from time to time by us on Thinkly. In the event of any conflict between this Agreement and any other terms and conditions you have agreed to with Thinkly, this Agreement will prevail with respect to its subject matter.

You must be of legal age to form a binding contract to use Thinkly. If you aren’t, you need to get your parent’s or guardian’s permission to use Thinkly, and your parent or guardian will agree to this Agreement on your behalf.

If you’re agreeing to this Agreement on behalf of an organization or entity, you must be authorized to agree to this Agreement on that organization or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” throughout this document refer to that organization or entity).

If you don’t agree to all of the following, you may not use or access Thinkly in any manner. If you have any questions, comments, or concerns regarding the Agreement or our products and services, please contact us at [email protected].

Ownership First and foremost, you own what you create. Any original content you post, upload, share, store, or otherwise provide to Thinkly remains yours and is protected by copyright and any other applicable intellectual property laws. However, please note that you agree to grant us a license to your content in order to enable us to operate Thinkly. This license allows us to promote your content and help you succeed on Thinkly.

You agree that this limited license includes a worldwide, nonexclusive, sublicensable, royalty-free, fully paid-up, transferable right (a) to market your Publications and to permit others to use, access, and download your Publications through Thinkly, and (b) to use your tradename(s), trademark(s), and logo(s) in connection with the distribution and marketing of Publications. For further details, please see “Posting Content on Thinkly” in the Terms of Service, which is incorporated into this Agreement by reference

Don’t Infringe. Your Posts should not violate someone else’s rights. Don’t copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any content not owned by you unless you have prior consent from the owner of that content. E.g. If you are using a YouTube or Spotify link for a Video/Audio Thinkly, it is implied that you are the creator of the said content or have the rights or explicit permission from the original creator/owner to share the same or are certain that sharing the said content will not lead to infringement of anyone’s intellectual property rights, and that you completely indemnify Thinkly from any disputes or claims arising from any such action performed by you.

In case you find someone infringing upon your content on Thinkly, you can reach out to [email protected] and we will try and share your concerns with the said user. However, in case of a dispute, Thinkly will not be in a position to determine the owner of the said content.

Pricing and Payments

You may offer your Publications for free, or for a subscription fee, to be determined at your discretion. You may set and change the prices for your Publication at your discretion. No price changes will apply retroactively

If you choose to charge a subscription fee for your Publication, you agree to the following:

• • All Publishers get paid by the Readers in the form of Thinkly Stars which can get redeemed for merchandise, vouchers and any other goods & services listed on the My Stars Redemptions page.
  • No Circumvention: You agree to process payments from Readers only in the manner determined by us. This includes using the third-party payment processing platform (“Payment Processor”) we choose, and following any other rules we specify. You may not circumvent your payment obligations to us by soliciting payment from a Reader outside of Thinkly or by using any alternative method to collect subscription payments. This includes receiving payments for your Publication through links to any external payment methods, websites or links. You agree to notify us immediately if you receive any such offer or solicitation to circumvent your payment obligations by contacting [email protected].
  • Taxes: You agree that you shall bear and be responsible for any and all applicable central, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including without limitation, sales, use, and value added taxes) related to your Publication.

Revenue Share

• All Publishers get paid by the Readers in the form of Thinkly Stars which can get redeemed for merchandise, vouchers and any other goods & services listed on the My Stars Redemptions page.
• For Publishers who earn beyond a certain threshold count of Thinkly Stars, which will be determined by Thinkly from time to time (currently 5000 Stars), may be allowed to be redeemed in the form of bank transfer to their account, subject to the following deductions:
  • In App Purchase (IAP) fee deduction by Google & Apple for facilitating purchase of Thinkly Stars @30%
  • Platform fee deduction by Thinkly @20%
  • Any applicable taxes and/or withholding taxes (such as TDS) as mandated by the governing laws
• Revenue Share Payment: During the term of this Agreement, the Payment Processor will pay the Revenue Share owed to us on a rolling basis as you process subscription payments from Readers. You agree to these payments and further agree that all Revenue Share payments are non-refundable.
• Information Upon Request: You will provide us with all requested data or information about you and your Publications. This includes all payment and tax identification information, and you will ensure this information is accurate and up-to-date.

Relationships with Readers

You agree to the following rules around your relationships with Readers and other users of Thinkly:

• Sole Responsibility: You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any Publications you distribute through Thinkly and for the consequences of your actions by doing so. This means that you acknowledge and agree that you are solely responsible for ensuring distribution of your Publications, our actions under this Agreement are solely to assist you in facilitating distribution.
• Stopping or deleting a Publication: You may delete one or more of your Publications from Thinkly at your discretion. However, please note that if you delete or stop a Publication before the end of a paid subscription term of a Reader, any and all obligations – including any refund obligations for the remaining portion of the subscription term – are solely your responsibility. We are under no obligation to issue any refunds to you or your Readers and we are entitled to keep any and all portions of any Revenue Share you have paid Thinkly.
• If there is a dispute between you and a user about payments or any other issue, you agree we are under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for your relationship with users, and we won’t provide you with any legal advice regarding such matters
• Reporting a User: You can flag that a user that is violating our Terms of Service by sending an email to [email protected]. After you provide us with written notice of this violation, we will determine whether this user’s access to some or all of your newsletters should be suspended or terminated. We will also decide at our sole discretion whether this user’s access to the rest of Thinkly will be suspended or terminated
• Support: You shall provide to us a current email address to which we may direct inquiries from Readers and other Thinkly users regarding your Publications.

You are responsible for all your activity in connection with Thinkly!

Make sure that you use Thinkly in a manner that complies with the law and is permitted by this Agreement. If your use of Thinkly is prohibited by applicable laws, then you aren’t authorized to use Thinkly. We can’t and won’t be responsible for you using Thinkly in a way that breaks the law

You also represent and warrant that you will not publish content or otherwise use Thinkly in a manner that:

• is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, objectionable, or in any way violates Thinkly’s content guidelines as mentioned in the Terms of Service;
• interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Thinkly or any third party;
• infringes, violates, or misappropriates any law, statute, ordinance or regulation or rights of any third party;
• spreads a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program

Please review the “Acceptable Use Policy” detailed in the Terms of Service, as those rules are also incorporated into this Agreement by reference.

Privacy

Thinkly takes privacy very seriously. If you store personal or sensitive information provided by or collected from Thinkly users, you must do so securely and only for as long as it is needed.

You may not collect from a user via Thinkly or any other method any information -- personally identifiable or not -- beyond what Thinkly is permitted to collect from a user under its own Privacy Policy.

You are solely responsible for complying with any laws and regulations that apply to user information, including without limitation the posting of your own privacy policy on your subdomain on Thinkly if appropriate.

Consistent with our Privacy Policy, we collect certain data on how Readers engage with Publications. We will share, at our sole discretion, some of this information with you, including pageviews, open rates, Reader counts, and referral data. You agree that Thinkly is under no obligation to share this data with you.

Terminating Your Account

Either party may terminate this Agreement at any time for any reason. Upon such termination of this Agreement, your right to use Thinkly Publications will immediately cease.

We may terminate this Agreement or terminate, suspend, or restrict your access to or use of Thinkly at any time, for any reason. Reasons that may lead to us terminating or restricting access to Thinkly include a breach of any of the terms or conditions of this Agreement, your offensive or unacceptable behavior, objectionable material, or any other actions in violation of guidelines we specify. We will notify Publishers as soon as reasonably practicable if Publishers’ access to Thinkly is suspended or substantially limited due to technical problems with the platform.

You agree that this means that Publications (or any content therein) may be removed from Thinkly at any time in our discretion. You also agree that we retain the right to immediately halt the distribution of Publications at our discretion.

Changes to this Agreement

We are constantly trying to improve our products and services, so this Agreement may need to change along with Thinkly. We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, and/or by some other means.

If you don’t agree with the new Agreement, you are free to reject them; unfortunately, that means you will no longer be able to use Thinkly. If you use Thinkly in any way after a change to the Agreement is effective and notice has been provided, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us.

Grievance and Communication

For any product related issues write to [email protected], and for redemption related issues write to [email protected] . For grievance related to content or user, write to [email protected]