THINK ONWARD LLC
GENERAL TERMS AND CONDITIONS OF USE
These General Terms and Conditions (these "Terms") apply to any visitor to www.thinkonward.com (the "Website"), whether as a guest or a registered user (collectively, “you”). These Terms, entered into by and between you and Think Onward LLC (also referred to as “Onward,” “we,” or “us,” or “our”), govern your access to and use of our Website, including any content, functionality, and services (including discussion boards and forums) offered on or through the Website (the "Services" and together with our Websites, the "Platform").
1. Your Agreement.
By accessing our Platform, you acknowledge that you have read these Terms and agree to be legally bound by them. We may also confirm your agreement to be bound by these Terms by asking you to click an "I accept" or "Agree" button, checkbox, or similar mechanism when you access certain portions of our Platform. If you do not agree with these Terms, then do not use our Platform.
YOU MUST BE AT LEAST SIXTEEN (16) YEARS OR OLDER TO USE OUR PLATFORM. DO NOT USE OUR PLATFORM UNLESS YOU ARE AT LEAST SIXTEEN (16) YEARS OF AGE. IF YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, THEN BY ACCESSING OUR PLATFORM YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT TO BE BOUND BY THE TERMS. IF YOU ARE SIXTEEN (16) YEARS OR OLDER, BUT HAVE NOT REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, THEN BY ACCESSING OUR PLATFORM, YOU AGREE THAT YOUR PARENT OR GUARDIAN HAS REVIEWED, AND ACCEPTS TO BE BOUND BY, THESE TERMS.
2. Scope; Relation to Other Contracts.
Certain portions of the Platform may be subject to additional or different terms and conditions from these Terms (the "Separate Terms"). We will notify you if a portion of the Platform is subject to Separate Terms, and you will have the opportunity to decline to participate in such portion of the Platform if you do not agree with the applicable Separate Terms. For example, if you participate in an Onward Challenge, then the Onward Challenge Terms & Conditions applicable to such Onward Challenge (“Challenge Terms”) will govern your participation. Please visit https://www.thinkonward.com/get-involved/challenges to learn more about Onward Challenges, and the "Rules" section of each Onward Challenge page for additional terms specific to such Onward Challenge.
3.Changes to the Platform & Terms.
(a) We may, from time to time, revise or make changes to the Platform or these Terms at any time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform after the changes have been posted. Any changes to the dispute resolution provisions set out in Section 16 (Governing Law and Jurisdiction) will not apply to any disputes that arose before the date the change is posted on the Platform.
(b) Regardless of whether we have provided you with notice other than by posting updated Terms on the Platform, your subsequent acceptance of these Terms pursuant to Section 1 (Your Agreement) constitutes your agreement to be bound by the Terms, as updated. By way of example, your continued use of the Platform following changes to the content or the posting of revised Terms means that you accept and agree to the changes.
(c) We will notify you of material changes to the Terms before they take effect. You should check this page from time to time, so you are aware of any changes, as they are binding on you. In the event of substantive or material changes, we may also communicate these changes to you via popup messages, banners, or other notifications on the Platform, email, or other methods.
4. Acceptable Use & Restrictions.
(a) The Platform may be used only for lawful purposes and in a lawful manner consistent with these Terms. In connection with your use of the Platform, you must comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, us, or the material on the Platform (collectively, “Applicable Law”). For the avoidance of doubt, Applicable Law includes any laws concerning trade or economic sanctions or embargoes, lists of Restricted Parties (as defined below), trade controls on the imports, export, reexport, transfer or otherwise trade of goods, services or technology, anti-boycott legislation, and any other similar regulations, rules, restrictions, orders or requirements having the force of law in relation to the above matters and in force from time to time, including without limitation those of the European Union, the United Kingdom, the United States of America or government laws in relation to the above matters applicable to a party involved in the performance of the agreement (collectively, “Trade Control Laws”). “Restricted Party” means any individual, legal person, entity, or organization that is: (i) resident, established or registered in a Restricted Jurisdiction (as defined below); (ii) classified as a US OFAC Specially Designated National or otherwise subject to blocking sanctions under Trade Control Laws; (iii) directly or indirectly owned or controlled (as these terms are interpreted under the relevant Trade Control Laws), or acting on behalf of, persons, entities or organizations described in (i) or (ii); or (iv) a director, officer or employee of a legal person, entity or organization described in (i) to (iii). “Restricted Jurisdiction” means a country, state, territory or region which is subject to comprehensive economic or trade restrictions under Trade Control Laws applicable to any party involved in the performance of these Terms. As of the date of these Terms, Restricted Jurisdictions include Cuba, Iran, North Korea, Syria, the Crimea Region of Ukraine (including Sevastopol) and other non-Government controlled areas in Eastern Ukraine, including Donetsk, Luhansk, Zaporizhzhia and Kherson. Onward reserves the right to monitor or investigate any transaction, activity, or content associated with the Competition, and take any action that it deems appropriate to prevent or remedy violations of Applicable Law or these Terms.
(b) You represent and warrant that neither you nor your financial institution(s) are or have been Restricted Parties.
(c) For the purposes of the Terms, “Affiliate(s)” means a party’s ultimate parent company or a legal entity which the party or the party’s ultimate parent company directly or indirectly, through one or more intermediaries, controls. For this purpose: (i) a company is directly controlled by another company or companies if that latter company beneficially owns or those latter companies together beneficially own fifty percent (50%) or more of the voting rights attached to the issued share capital of the first mentioned company; and (ii) a company is indirectly controlled by another company or companies if a series of companies can be specified, beginning with that latter company or companies and ending with the first mentioned company, so related that each company of the series (except the latter company or companies) is directly controlled by one or more of the companies earlier in the series.
(d) You agree not to use the Platform: (i) in any way that violates Applicable Law, including, without limitation, any laws regarding encryption or the export of data or software to and from the U.S. or other countries; (ii) to attempt to or to actually exploit or harm any individuals, including minors, in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (iii) to send, knowingly receive, upload, download, use, or re-use any material that infringes, misappropriates, or otherwise violates others' intellectual property rights, privacy rights, rights of publicity, or other rights, or that otherwise does not comply with these Terms; (iv) to transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any similar solicitation; (v) to impersonate or attempt to impersonate Onward, an Onward employee, another user, or any other person or entity, including, without limitation, by using any associated email addresses or screen names; (vi) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm Onward or users of the Platform, or expose them to liability, including to use the Platform for purposes that are unlawful, obscene, harmful, hateful, objectionable, or otherwise prohibited by these Terms.
Additionally, in using the Platform, you also agree not to: (a) use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform; (b) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (c) use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms, without our prior written consent; (d) use any device, software, or routine that interferes with the proper working of the Platform; (e) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is hosted, or any server, computer, or database connected to the Platform; (g) otherwise seek to obtain access to any materials or information through "hacking", "data harvesting", or through other means we have not intentionally made available to you through the Platform; (h) attack the Platform via a denial-of service attack or a distributed denial-of-service attack; or (i) otherwise attempt to interfere with the proper working of the Platform.
5. Account Security.
(b) If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you will be responsible for treating that information as confidential and not disclosing it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your username, password, or other security information. We will treat anyone who uses your account as "you", and you agree to be responsible for all uses by anyone using your account. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.
(c) For security, you should ensure you exit from your account at the end of each session. You should also use particular caution when accessing your account from a public or shared computer to ensure others are not able to view or record your password or other personal information.
(d) We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion, including if we determine you have violated any provision of these Terms.
6. Data Protection & Privacy.
7. Confidential Information.
You may receive information relating to us, our Affiliates, or third parties, or to the Platform that is not known to the general public (“Confidential Information”). You agree that: (a) as between you and us, all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your use of or participation in our Platform; and (c) you will not otherwise disclose Confidential Information to any other person or entity for a period of five (5) years from the date that you first received or accessed such Confidential Information. You also agree that upon written request by us, you will promptly return or destroy any Confidential Information.
8. User Generated Content.
(a) The Platform may contain personal profiles, discussion forums, file upload forms, interactive leaderboards, submit an idea form, express interest form and other interactive features that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Content”) on or through the Platform.
(b) All User Content must comply with the requirements set out in these Terms.
(c) Subject to Separate Terms, and further subject to Section 2 (Scope; Relation to Other Contracts), Section 6 (Data Protection & Privacy), and Section 9 (Intellectual Property Rights) of these Terms: (i) User Content you post to the Platform will be considered non-confidential and non-proprietary; (ii) by providing any User Content on the Platform, you grant us and our affiliates and each of their and our licensees, successors, and assigns the perpetual, irrevocable, royalty-free, worldwide right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose; and (iii) you hereby waive any and all moral rights you have in any User Content you provide on the Platform. As further set out in Section 9 (Intellectual Property Rights), if you participate in a Onward Challenge, then the Challenge Terms applicable to such Onward Challenge, or if you participate in an Onward Project (which you can learn more about by visiting https://www.thinkonward.com/get-involved/projects), then the Shell Global Purchase Order General Terms and Conditions (available here), will govern the parties' intellectual property rights related to such participation. For the avoidance of doubt, such Separate Terms, and not this Section 8 (User Generated Content), apply to the parties' intellectual property rights related to your participation including those associated with your User Content, submissions, contributions, or other content that you may submit in connection with such participation.
(d) You represent and warrant that:
1. You own or control all rights in and to the User Content and have the right to grant the license granted above.
2. Your User Content complies with these Terms and Applicable Law, and does not and will not infringe upon, violate, or otherwise conflict with any third party rights.
3. You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Onward, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
(e) We reserve the right, at any time, to:
1. Remove or refuse to post any User Content for any or no reason in our sole discretion.
2. Take any action with respect to any User Content that we consider appropriate in our sole discretion, including if we believe that such User Content violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for Onward.
(f) We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Platform. If we are made aware of a Claim (as defined in Section 13 (Indemnification)), including by you, we may decide to take down any User Content in question in order to assist in resolving the claim. We do not provide any assurance that any such take down will resolve your dispute. If Claims are brought against us related to your User Content, then you agree to indemnify us pursuant to Section 13 (Indemnification).
9. Intellectual Property Rights.
(a) All information, software, artwork, text, video, audio, pictures, logos, and other content on the Platform, including all associated intellectual property rights, are the property of Onward and its licensors, and are protected by copyright and other intellectual property laws, or are included based on principles of “fair use.” Onward retains all rights with respect to the Platform except those expressly granted to you in these Terms.
(b) The Onward name, the Shell name, the terms Onward, Onward Challenges, Onward Projects, Onward Accelerator, and all related names, logos, product and service names, designs, and slogans are trademarks or service marks of Onward or its Affiliates or licensors. You must not use such marks without the prior written permission of Onward. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.
(c) Subject to these Terms, we grant to you a limited, non-exclusive, non-transferrable right to access and use, strictly in accordance with these Terms, all publicly available and, if expressly authorized, password-protected areas of our Platform to: (i) learn more about us; (ii) participate in and receive those Services that we make available to you; and (iii) access other information that we make available through our Platform (collectively, the “Permitted Uses”). You agree that the Platform is made available solely for your personal, non-commercial use, and you shall not use the Platform for any purpose other than the Permitted Uses.
(d) Subject to these Terms, we grant to you a limited, non-exclusive, non-transferrable right to access and use, strictly in accordance with these Terms, all publicly available and, if expressly authorized, password-protected areas of our Platform to for your personal, non-commercial use only. You are permitted to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material (including research and training material) on our Platform only for the following reasons:
1. You may temporarily store copies of such materials in RAM incidental to accessing and viewing those materials.
2. You may store files that are automatically cached by your web browser for display enhancement purposes.
3. You may download, store, or print copies of material on the Platform for your own personal, non-commercial use and not for further reproduction, publication, or distribution, except for any material in connection with your use of or participation in Onward Challenges, Onward Projects, and Onward Accelerator, which will be subject to the terms and conditions for each of those programs.
(e) In using the Platform, you agree not to:
1. modify copies of any materials from the Platform;
2. use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text;
3. delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site; or
4. otherwise duplicate, publish, display, distribute, modify, or create derivative works from any materials presented through the Platform, unless specifically authorized under Separate Terms, these Terms or otherwise in writing by us.
(f) If you wish to make any use of material on the Platform other than that set out in this section, please address your request to: email@example.com.
(g) If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Onward. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms.
(h) Certain Separate Terms related to intellectual property rights may apply to your use of or participation in certain Services, and those terms are incorporated by reference in these Terms. By way of example, if you participate in an Onward Challenge, then the Challenge Terms applicable to such Onward Challenge will govern the parties' intellectual property rights related to such Onward Challenge, including those associated with your submissions, contributions, or other content that you may submit in connection with such Onward Challenge. Additionally, if you participate in an Onward Project, then the Shell Global Purchase Order General Terms and Conditions (available here) will govern the parties' intellectual property rights related to such Onward Project.
If you believe that any User Content or other material on the Platform violates your copyright, please send an email to firstname.lastname@example.org notifying us of the copyright infringement. Your notice must comply with the Digital Millennium Copyright Act (17 U.S.C. §512) (the "DMCA"). Upon receipt of a compliant notice, we will respond and proceed in accordance with the DMCA. It is the policy of Onward to terminate the user accounts of repeat infringers (the "Repeat Infringer Policy"). If we determine that a user has violated our Repeat Infringer Policy, then we may take in our sole discretion any number of steps including, but not limited to, issuing warnings to the applicable user, suspending or terminating that user's account, and/or any interim measures that we deem appropriate.
10. External Platforms & Applications.
(a) You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.
(b) You agree to only use social media features on the Platform as they are provided by us, and solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features.
11. Disclaimer of Warranties.
THE PLATFORM, ANY MATERIALS OR INFORMATION THEREON, AND THEIR PERFORMANCE, AVAILABILITY, AND RESULTS ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASES, AND WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM, ANY MATERIALS OR INFORMATION THEREON, OR THEIR PERFORMANCE, AVAILABILITY, OR RESULTS, AND HEREBY EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT; (B) ANY WARRANTY THAT THE PLATFORM, THE MATERIALS OR INFORMATION THEREON, OR THEIR PERFORMANCE OR RESULTS WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; (C) ANY WARRANTY AS TO ACCURACY OF ANY INFORMATION, CONTENT, MATERIALS, OR SUBMISSIONS AVAILABLE ON THE PLATFORM; OR (D) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
12. Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL ONWARD BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM, MATERIALS OR INFORMATION THEREON, INCLUDING ANY USER CONTENT. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ANY LOSS, DAMAGE, OR CLAIM RELATED TO OR THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE PLATFORM, MATERIALS OR INFORMATION THEREON, INCLUDING ANY USER CONTENT, EXCEED ONE HUNDRED U.S. DOLLARS ($100) OR THE AMOUNT YOU PAID US, IF ANY, IN THE PAST TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
You agree to defend, indemnify, and hold harmless Onward, its Affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Platform (collectively, "Claims"), including, but not limited to, your User Content, any use of the Platform other than as expressly authorized in these Terms, or your use of any information obtained from the Platform. Additionally, you are solely responsible for your interaction with other Platform users, both online and offline. If you have a dispute with another user, then you hereby release Onward and its Affiliates (including its and their officers, directors, agents, and employees) from all Claims arising out of, or in any way connected or related with such dispute.
14. Enforcement; Termination.
(a) We reserve the right to at any time:
1. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
2. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
3. Terminate or suspend your access to all or part of the Platform for any reason, including without limitation, any violation of these Terms.
(b) YOU AGREE TO WAIVE AND HOLD HARMLESS ONWARD AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ONWARD IN RESPONSE TO ANY INVESTIGATION BY EITHER ONWARD OR GOVERNMENTAL AUTHORITIES.
15. Geographic Restrictions.
Onward is an entity based in the State of Texas in the United States. We provide this Platform for use only by persons who are not Restricted Parties and who are not located in Restricted Jurisdictions. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with Applicable Law.
16. Governing Law & Dispute Resolution.
(a) Any and all claims or proceedings arising out of or relating to the Platform or these Terms, in each case, including noncontractual claims or proceedings, will be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would provide otherwise.
(b) Any and all claims or proceedings arising out of or relating to the Platform or these Terms, in each case, including noncontractual claims or proceedings, must be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, located in the City of Houston and the County of Harris, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your state or country of residence. You waive any and all objections to the exercise of jurisdiction over you by the courts and to venue in the courts listed above. To the fullest extent by law, each party hereby irrevocably waives its rights to trial by jury in any claim or proceeding arising out of or relating to the Platform or these Terms.
In addition to any right or obligation that by its nature or intent is intended to survive the termination or expiration of these Terms, the following Sections shall survive any termination or expiration of these Terms and shall apply indefinitely: Section 7 (Confidential Information); Section 8 (User Generated Content); Section 11 (Disclaimer of Warranties); Section 12 (Limitation of Liability); Section 13 (Indemnification); Section 15 (Geographic Restrictions); Section 16 (Governing Law & Dispute Resolution); Section 17 (Survival); Section 18 (Waiver & Severability; Assignment); Section 19 (Entire Agreement).
18. Waiver & Severability; Assignment.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. Our failure to act with respect to a breach by you or others does not constitute a waiver of its right to act with respect to subsequent or similar breaches. These Terms shall not be assignable by you, either in whole or in part, without our prior written consent. Any assignment in violation of the foregoing shall be null and void, and of no force or effect whatsoever. We reserve the right to assign our rights and obligations under these Terms without your consent.
19. Entire Agreement.
20. Comments & Concerns.
This Platform is operated by Think Onward LLC, the principal office of which is located at 211 E. 7th St, Floor 5, Austin, TX 78701.
Please send any feedback, comments, requests for technical support, and other communications relating to the Platform to: email@example.com.
© 2023 Think Onward LLC. All Rights Reserved.