1. Introduction

Thank you for choosing ThinkMedium LLC (the “Company”) for your business. The Company is an advisory services firm that supports advertising and media companies as they navigate challenges and opportunities related to privacy and data strategy, brand and consumer safety, and business and ecological efficiency. The Company refers to the foregoing products and/or services herein collectively as the “Services.”

These Terms of Service (the “Agreement”) apply to any use of and access to our Services and/or our website located at www.thinkmedium.tech (the “Website”) by you and/or your agents (collectively, “you”). When you use our Services, you are agreeing to our terms, so please carefully read the Terms of Service and the Privacy Policy, incorporated herein, as these documents contain important information regarding your legal rights and obligations.

THIS DOCUMENT, THE TERMS OF SERVICE, IS A LEGAL AGREEMENT BETWEEN THE COMPANY AND YOU WHICH GOVERNS YOUR USE OF THE SERVICES AND THE WEBSITE. YOUR USE OF THE SERVICES AND THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND THE PRIVACY POLICY INCORPORATED HEREIN. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SERVICES. If you accept these Terms of Service and using the Services on behalf of a company, organization, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.

2. Effective Date

This Agreement is effective (“Effective Date”) on the date you first access or use the Services and/or the Website, whichever is earlier.

3. Prohibited Uses

You may use the Services and/or Website only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services and/or Website:

  • Access or use the Services or Website in order to create a similar or competitive service or website.
  • In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services and/or Website, or which, as determined by us, may harm the Company or users of the Services and/or Website, or expose them to liability.
  • Use any manual process to monitor or copy any of the material provided in connection with the Services and/or Website, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent.

4. Termination

The Company reserves the right, in its sole discretion, to terminate the Services if you violate these Terms of Service or for any reason set forth in any other written agreement between you and the Company. In such case, we will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Services.  Any termination of these Terms of Service does not relieve you of any obligations to pay any fees or costs accrued prior to the termination and any other amounts owed by you to us, as provided in any written agreement between you and the Company.

5. Fees/Payment Processing

Users of the Services will be required to provide their credit card or bank account details to the Company to process payment(s). The Company collects and relays information to allow the service provider to process these payment(s).

You authorize us to process payment(s) for the Services, using the payment information you have supplied. Specifically, you will be required to provide your credit card or bank account details to the Company and/or the third-party service provider, and/or register with the third-party service provider to process payment(s) for the Services. You agree to provide the Company and/or the third-party service provider with accurate and complete information about you and/or your business; and you authorize the Company to share it and any transaction information related to your use of the Services and/or Website with the third-party service provider for the purpose of processing payment(s), including but not limited to the service fees owed to Company for the use of the Service.

The Company reserves the right, in its sole discretion (but not the obligation), to: (i) place on hold any payment and out of pocket expenses; and/or (ii) refund, provide credits or arrange for the third-party service provider to do so, as necessary.

If you believe a payment has been processed in error, you must provide written notice to the Company within thirty (30) days after the date of payment specifying the nature of the error and the amount in dispute. If notice is not received by the Company within such thirty (30) day period, the payment will be deemed final and valid.

The Company is not liable for any losses relating to chargebacks, fraudulent charges, or other actions by any user that are deceptive, fraudulent or otherwise invalid. By using the Services, you hereby release the Company from any liability arising from fraudulent actions. You will also use best efforts to promptly notify the Company of any fraudulent actions.

While the Company takes what it believes to be reasonable efforts to ensure secure transmission of your information to the third-party service provider that assesses and processes payment(s), the Company is not responsible for any fees or charges assessed by third party service providers, or any errors in the processing of payment(s) by third party service providers, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information. Your sole recourse is with the third-party service provider which processed the payment(s).

6. Links to Other Websites

As described in the Privacy Policy, incorporated herein, the Website may contain links to other websites that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, the Company will not and cannot censor or edit the content of any third-party site. You expressly relieve the Company from any and all liability arising from your use of any third-party website that is referenced or linked on our Website.

7. Links to this Website

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Website and/or Services, so long as: (a) the links only incorporate text, and do not use any trademarks, (b) the links and the content on your website do not suggest any affiliation with the Company or cause any other confusion, and (c) the links and the content on your website do not portray the Company or its products or Services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to the Company.  The Company reserves the right to suspend or prohibit linking to the Website for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

8. Intellectual Property Rights

The Company’s service marks and logos are owned by the Company. You agree not to display or use any of the Company marks in any manner without the Company’s express prior written permission.

In addition, any trademarks, service marks, and logos associated with a third party offering may be the property of the third-party provider, and you should consult with their guidelines before using any of their marks.

Finally, as specified in the Company’s Privacy Policy, you grant us a license to use your customer feedback for general marketing purposes, unless you notify us otherwise in writing.

9. No Submission of Unsolicited Ideas and/or Materials

In your communications with the Company, please keep in mind that we do not seek any unsolicited ideas or materials, or even suggested improvements to our services, including, without limitation, ideas, concepts, inventions, writings, designs, or otherwise (collectively, “Unsolicited Ideas and Materials”). Any Unsolicited Ideas and Materials you post or send to us are deemed User Content and licensed to us as set forth below. In addition, Company retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. The Company’s receipt of your Unsolicited Ideas and Materials is not an admission by the Company of their novelty, priority, or originality, and it does not impair the Company’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.

10. Blog/Public Forum on our Website

As indicated in our Privacy Policy, incorporated herein, our LinkedIn page offers publicly accessible message boards and blog posts to which you or other users may contribute. Posted information on our blog/public platform may be collected and used by others.

You agree not to post any content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights or rights of privacy.

The Company reserves the right, but is not obligated, to reject and/or remove any content on the blog/public forum that the Company believes, in its sole discretion, violates these provisions.  We also reserve the right to block or remove any content we deem inappropriate, obscene, lewd, lascivious, filthy, violent, harassing, defamatory, libelous, tortious, illegal, threatening, or otherwise objectionable, regardless of whether it was intended to be private or public.  Since we do not review all content on our LinkedIn page, we cannot guarantee that we will be able to take protective measures in the event that any user posts content that violates the terms of this provision. However, when we become aware of content that we consider violates this provision (i.e., is offensive or could compromise the privacy of your personal or confidential information or that of another person), we will make a good-faith, reasonable effort to block or remove such content.

The Company takes no responsibility and assumes no liability for any content that you or any other user or third party posts or sends to us, or any action you take in reliance on any content posted by another user. You shall be solely responsible for your content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your content.

Furthermore, you understand and agree that you may be exposed to other people’s content that may be inaccurate, objectionable, inappropriate, or otherwise unsuited to your purpose, and you agree that the Company shall not be liable for any damages you allege to incur as a result of exposure to such content.

You may self-edit and/or remove the content you posted on our LinkedIn page. Or, to request removal of any content that you believe violates this provision or that you previously posted on our blog/community forum, please contact us at policies@thinkmedium.tech. In some cases, we may not be able to remove your content, especially if it was already re-posted by another user.  If this is the case, we will let you know if we are unable to do so and why in response to your request.

11. DMCA Notice

The Company will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it, then you may send us a written notice that includes all of the following:

  • (i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;
  • (ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  • (iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Website on which the material appears);
  • (iv) your full name, address, telephone number, and e-mail address;

  • (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

  • (vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
  • (vii) your electronic or physical signature.

The Company will only respond to DMCA Notices that it receives by e-mail or mail at the addresses set forth in the “Notice” section of this Agreement.

It is often difficult to determine if your copyright has been infringed. The Company may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and the Company may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting the Company’s other rights, the Company may, in appropriate circumstances, terminate a repeat infringer’s access to the Services, Website, and/or any other website owned or operated by the Company.

12. Counter-Notification

If access on the Website to a work that you submitted to the Company is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

  • (i) a legend or subject line that says: “DMCA Counter-Notification”;

  • (ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Website from which the material was removed or access to it disabled);
  • (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  • (iv) your full name, address, telephone number, e-mail address, and the username of your account;
  • (v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
  • (vi) your electronic or physical signature.

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

13. Data Ownership and Usage

The Privacy Policy will govern how we collect and use Personal Information that is submitted to us through the Website or in connection with our Services. By accessing the Website or using the Services, you agree to that you have read and accept our Privacy Policy.

As explained in our Privacy Policy, we have controls in place to prevent outside parties from stealing or accessing your data and Personal Information, but they are not foolproof. Please exercise caution when disclosing any Personal Information. We will notify one another if either of us becomes aware that your data and/or Personal Information has been compromised.

You are solely responsible for resolving disputes regarding ownership or access to your data, including those involving any current or former owners, co-owners, employees or contractors of your business. You acknowledge and agree that the Company has no obligation whatsoever to resolve or intervene in such disputes.

14. Personal Information

As outlined in the Company’s Privacy Policy, incorporated herein, we will protect your Personal Information and disclose it only in a limited number of circumstances.  We have implemented measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to thwart those measures, or use your Personal Information for improper purposes. You acknowledge that you provide your Personal Information at your own risk.

15. Indemnification

You agree to indemnify, defend, and hold harmless the Company from and against any and all third party claims alleged or asserted against any of the Company, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising from or relating to: (a) any actual or alleged breach of any provisions of these Terms of Service; (b) any actual or alleged violation by you, an affiliate, or end user of the intellectual property, privacy or other rights of the Company or a third party; and (c) any dispute between you and another party regarding ownership of or access to your data or Personal Information submitted to the Company.

16. Choice of Law

These Terms of Service and the relationship between you and the Company shall be governed by the laws of the State of Washington without regard to its conflict of law provisions.

17. Dispute Resolution

  • Informal Dispute Resolution. We want to address your concerns without needing a formal legal case. Before filing a claim against the Company, you agree to try to resolve the Dispute informally by contacting policies@thinkmedium.tech. We will try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 15 days after submission, you or the Company may bring a formal proceeding.
  • We Both Agree To Arbitrate. You and the Company agree to resolve any Disputes through final and binding arbitration, except as set forth under Exceptions to Agreement to Arbitrate below.
  • Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting policies@thinkmedium.tech within 30 days of first accepting these Terms of Service and stating that you (include your first and last name) decline this arbitration agreement.
  • Arbitration Procedures. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Seattle, Washington, or any other location we agree to.
  • Arbitration Fees. The AAA rules will govern payment of all arbitration fees.
  • Exceptions to Agreement to Arbitrate. Either you or the Company may assert claims, if they qualify, in small claims court in King County, Washington or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Company’s Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
  • No Class Actions. You may only resolve Disputes with the Company on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed under this Agreement.
  • Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you or your claim, you and the Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of King County, Washington. Both you and the Company consent to venue and personal jurisdiction there.  We both agree to waive our right to a jury trial.

18. Miscellaneous Provisions

  • Relationship of the Parties. This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and the Company.

  • Modification. The Company reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of these Terms of Service and/or Privacy Policy, and any and all referenced and/or incorporated exhibits or policies, programs and guidelines by posting the updated terms to its Website. If any future changes to these Terms of Service and/or Privacy Policy are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to these Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes.

  • Assignment. The Company may assign these Terms of Service and/or Privacy Policy in whole or part at any time. However, you may not assign, delegate or transfer this Agreement in whole or in part, without the Company’s prior written consent.

  • No Waiver. Any failure of the Company to enforce or exercise a right provided in these Terms of Service and/or the Privacy Policy is not a waiver of that right.
  • Severability. Should any provision of these Terms of Service be found invalid or unenforceable, the remaining terms shall still apply.
  • Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving the Company’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
  • Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Services.  Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
  • Notices.  Any notices provided by the Company under this Agreement and/or the Privacy Policy may be delivered to you to the email address(es) we have on file for your Account.  You hereby consent to receive notice from us through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day then on the next business day. Except as otherwise specified in the Agreement, any notices to the Company under this Agreement must be delivered either email to policies@thinkmedium.tech.

I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, INCLUDING THE COMPANY’S PRIVACY POLICY, AND AGREE THAT MY USE OF THE SERVICES IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE AND THE COMPANY’S PRIVACY POLICY INCORPORATED HEREIN.

(Last updated 2024-08-27)