Terms and Conditions for Think Productivity Ltd

1. Introduction

Unless otherwise indicated, www.droptask.com and its content are property of Think Productivity Ltd. The software and services provided by Think Productivity Ltd are at all times subject to these terms and conditions. By registering your DropTask account and/or using our software or services, you confirm your acceptance of, and agree to be bound by, these terms and conditions. These terms and conditions shall constitute the agreement between you and Think Productivity Ltd (“this Agreement”).

2. Agreement to Terms and Conditions

This Agreement takes effect on the date on which you signup to DropTask and/or upgrade to a paid account.

3. Information Provided by You

You warrant that the name, address and payment information that you provide when you place your order with Think Productivity Ltd is correct and you agree to notify Think Productivity Ltd of any changes in the name, address and/or payment details. You agree that Think Productivity Ltd may disclose your name and address where there is any complaint about the software or services advertised by Think Productivity Ltd. You warrant that you possess the legal right and ability to enter into this Agreement and to use Think Productivity Ltd software or services in accordance with this Agreement. You warrant the accuracy, truthfulness and reliability of any information (including, where applicable, statements of opinion or advice) which you supply. You warrant that you are authorized to promote and/or provide any information which you promote and/or provide. You agree to keep secure confidential information relating to your account and services provided to you by Think Productivity Ltd. You are entirely responsible for any civil or criminal liability that is incurred as a result of your use of our software or services.

4. Termination

Think Productivity Ltd may terminate its services to you at any time. Where Think Productivity Ltd terminates the agreement in reliance upon your breach of Agreement, or you terminate the agreement, you will not be entitled to any refund of any unused part of your payment for software or services. Think Productivity Ltd expressly reserves the right to terminate or suspend its services offered under this agreement, without prior notice should you fail to comply with clause 3 of these Terms and Conditions or should Think Productivity Ltd deem such action necessary where legal proceedings are threatened or issued. Think Productivity Ltd will confirm such termination or suspension by subsequent notice. You will not be entitled to any compensation whatsoever in the circumstances of termination and Think Productivity Ltd shall not be liable for any consequential loss whatsoever in relation to termination of your account in any circumstances.

5. Charges

You agree to pay all charges for your use of our software or services without any set-off or other deduction. You agree to pay all charges according to the timescales detailed on any supplied advanced payment forms or invoices. Prices are subject to change at any time by giving you a minimum of one month prior notice.

6. Disclaimer

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

7. Warranties and Limitation of Liability

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

8. Indemnification

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

9. Notices and Consents

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

10. Assignment of Rights

You shall not assign this Agreement or any benefits or interests arising under this Agreement without Think Productivity Ltd’s prior written permission, such not to be unreasonably withheld.

11. Ownership

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

12. General Terms and Law

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

13. Severability

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

14. Entire Agreement

If any of the provisions of this Agreement is judged to be illegal or unenforceable, the remainder shall continue in full force and the effect of the remainder of them will be not be deemed to be prejudiced (unless the substantive purpose of this Agreement is then frustrated, in which case either party may terminate this Agreement forthwith on written notice). This Agreement constitutes the entire agreement between Think Productivity Ltd and you with respect to your use of services, software and/or goods provided by Think Productivity Ltd, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between Think Productivity Ltd and you with respect thereto. Each party confirms that it has not relied on any representation not recorded in this document inducing it to enter into this Agreement. The address for communication to Think Productivity Ltd by conventional mail unless you are otherwise notified shall be: Think Productivity Ltd Tec Marina Terra Nova Way Penarth CF64 1SA



Terms of Service for DropTask Account

IMPORTANT – READ CAREFULLY PRIOR TO ACTIVATING OR UPGRADING YOUR DROPTASK ACCOUNT

Think Productivity Ltd owns the copyright, trade mark, trade names, patents and other intellectual property rights subsisting in or used in connection with DropTask desktop, mobile or web applications, including all documentation and manuals and all other copies which you are authorized to make by this agreement. This is a legal agreement between “You” (either an individual or single legal entity) and Think Productivity governing the use of DropTask. The License Agreement is devised around this main License category: “Time Sensitive” License (including but not exclusive of evaluation / trial). It is unlawful to use DropTask without an account. Think Productivity Ltd are willing to allow you to use DropTask only on the condition that you accept all the terms contained in these Terms of Service. Please read the Terms of Service carefully before activating or upgrading your account. By activating or upgrading your account you agree to be bound by the terms of this agreement. If you do not agree with these terms and conditions Think Productivity Ltd are unwilling to allow you to use DropTask, and you should not activate your account.

1. Subscription / Account

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

1.1 Terms and Conditions Applicable to Time Limited Licenses

You are granted a License to use DropTask for a set time period as stipulated by your account, subject to the terms, fees, conditions, restrictions, and limitations contained herein and on the applicable DropTask website. As the account holder, you may use DropTask on any internet connected computer or supported mobile device.

2. Subject Matter

DropTask Registered Users can opt for paid membership. Details about the applicable fees are set forth on the DropTask website.The fees listed are binding. Payments for DropTask subscriptions or Add-on packages shall be due immediately upon invoicing. Payment can be made using the various debiting procedures available, especially with the accepted credit cards, or the available online payment systems. If Think Productivity Ltd is unable to collect any fees from an account designated by the User due to lack of funds, the User shall bear all costs arising there from, including bank charges related to any debit entries or similar charges, insofar as the User is responsible for the event that triggers these costs. Think Productivity Ltd may deliver invoices to the User for DropTask Business subscriptions or Add-on purchases via email. The User acknowledges and agrees that it is technically impossible to achieve 100% availability of the DropTask applications. Think Productivity Ltd shall nonetheless endeavour to keep DropTask applications available without interruption. Events related to maintenance, security or capacity requirements, and/or events beyond Think Productivity Ltd’s control (e.g. disruptions in public communication networks, power failures etc.), may result in brief malfunctions or temporary interruptions of the services provided in DropTask applications.

3. Registration, and Representations and Warranties upon Registration

Users must register prior to using DropTask. The User warrants and represents that all of the data provided by the User for registration is accurate and complete. The User shall report any changes in the registration data to Think Productivity Ltd without undue delay. The User shall choose a password upon registration. The User is obliged to keep this password secret. Think Productivity Ltd shall not disclose the password to any third party and Think Productivity Ltd shall not ask for the User’s password at any time. By completing the registration process, the User consents to enter the agreement to use the DropTask services. Think Productivity Ltd accepts this offer by activating the account for the use of DropTask services. The agreement takes effect with the aforementioned acceptance by Think Productivity Ltd.

4. Obligations of the User

4.1 To comply with all applicable legislation, and respect all third-party rights. In Particular, the User shall not

Use any insulting or defamatory contents, regardless of whether said contents are directed at another user or Think Productivity Ltd personnel or other companies Use any pornographic materials or any contents that violate any applicable legislation for the protection of minors; or advertise or promote, offer or distribute any pornographic product or products which do not comply with any applicable legislation for the protection of minors Unreasonably annoy (particularly with spam) any other user. Use without authorization any contents protected by law (e.g. by copyright, trademark, patent, utility patent, or design patent laws), or advertise, promote, offer or distribute any goods or services protected by law. Use or promote any commercial practices considered unfair competition, including progressive customer acquisition practices (such as chain distribution systems, multilevel selling or pyramid sales).

4.2 The User is prohibited from the following:

Employing any mechanisms, software or scripts when using DropTask. Blocking, overwriting, modifying and copying of any contents of the DropTask applications or websites, unless said actions are necessary for the proper use of the DropTask services. Distributing or publicly disclosing the contents of any of the DropTask applications or websites or any other user. Performing any actions which may impair the operability of DropTask’s infrastructure, particularly actions which may overload said infrastructure.

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

To give all users optimum service, we have a Fair Usage Policy covering file storage size. Think Productivity Ltd reserve the rights to terminate a DropTask account if this is abused.

6. The User should adhere to a fair usage policy in terms of unlimited project allowances

Any unlimited project allowances are for the sole use of the DropTask account owner. Whilst projects may be shared with others using the ‘Share Project’ feature, they may only be created by the account owner. Projects may only be created manually, not via any form of automation or script. Think Productivity Ltd reserve the rights to terminate a DropTask account if this is abused.

7. Changes to the DropTask Services

Think Productivity Ltd reserves the right to modify the services offered in DropTask applications and/or to offer services different from those offered at the time of the User’s registration at any time, unless this is unreasonable for the User.

8. Apps

The availability of specific features and functions may vary between apps and device platforms.

9. Termination of DropTask Account, Reimbursement of Advance Payment

The User may terminate the free DropTask account at any time without cause. The User may deliver notice of termination via an email to contact@droptask.com. The termination notice shall include the User’s registered name and email address. The User may terminate their DropTask paid subscription before the end of its termination period and claim reimbursement of any advance payments if they are experiencing a technical problem with DropTask, confirmed by Think Productivity Ltd personnel, which Think Productivity Ltd are unable to resolve or fix in future updates. Think Productivity Ltd may terminate the DropTask paid subscription at any time with good cause. A good cause is defined as an event which makes it unacceptable for Think Productivity Ltd to continue the agreement to the end of the User’s subscribed period, taking into account all circumstances of the individual case and weighing the interests of Think Productivity Ltd against the User’s. A good cause includes any the following events: If the User fails to comply with any applicable legal provisions; If the User breaches a contractual obligation, in particular an obligation set forth in sections 3 and 4 of these Terms of Service; If the reputation of the DropTask services is substantially impaired by the online-presence of the User (if, for example, it is discovered after registration that the User has been convicted of a criminal offence, and if said conviction is known to other users); If the User promotes any communities or associations (or any of their methods or activities) which are under surveillance by authorities responsible for public safety or the protection of minors, or; If the User causes harm to any other user(s). In the event of a good cause in accordance with this section and notwithstanding Think Productivity Ltd’s right to terminate the contract in accordance with this section, Think Productivity Ltd is entitled to delete the contents posted by the User, issue a warning or block the User’s access to the DropTask services. In the following cases, the User shall not be entitled to claim reimbursement of any advance payments: If Think Productivity Ltd has terminated the contract for good cause pursuant to section 7, If Think Productivity Ltd has blocked the User’s access in accordance with section 4, or If the User has terminated the agreement. However, the User’s right to claim reimbursement of any advance payments shall not be excluded in this case if the User has terminated the agreement for a good cause attributable to Think Productivity Ltd.

10. Responsibility for the User’s Content, Data or other Information

Think Productivity Ltd does not make any warranties or representations regarding any data and/or information provided or made available by any user in any of the DropTask applications or on any external websites linked to them. In particular, Think Productivity Ltd does not warrant or represent that said data and/or information is true or accurate, or that it fulfils or serves any particular purpose. The User may report any activities of any other user which violate applicable laws and/or any of these Terms of Service via an email to contact@droptask.com

11. Your Content via Online Access

Except for material that we license to you, we do not claim ownership of the content you provide on the service. Your content remains your content. We also don’t control, verify, or endorse the content that you and others make available on the service. You control who may access your content. If you share content in public areas of the service or in shared areas available to others you’ve chosen, then you agree that anyone you’ve shared content with may use that content. When you give others access to your content on the service, you grant them free, nonexclusive permission to use, reproduce, distribute, display, transmit, and communicate to the public the content solely in connection with the service and other products and services made available by Think Productivity Ltd. If you don’t want others to have those rights, do not use the service to share your content. You understand that Think Productivity Ltd may need, and you hereby grant Think Productivity Ltd the right, to use, modify, adapt, reproduce, distribute, and display content posted on the service solely to the extent necessary to provide the service. Please respect the rights of artists, inventors, and creators. Content may be protected by copyright. People appearing in content may have a right to control the use of their image. If you share content on the service in a way that infringes others’ copyrights, other intellectual property rights, or privacy rights, you are breaching this contract. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and the use of the content does not violate any law. You also agree that you have obtained the consent of any third party to use their personal data, if it is included in that content, and will comply with data-protection laws when doing so. We won’t pay you for your content. We may refuse to publish your content for any or no reason. We may remove your content from the service at any time if you breach this contract or if we cancel or suspend the service.

12. Indemnity

The User shall indemnify and exempt Think Productivity Ltd from all actions, including damage claims, asserted by other users or third parties against Think Productivity Ltd resulting from an infringement of their rights by the contents posted by the User in DropTask applications. Furthermore, the User shall indemnify and exempt Think Productivity Ltd from all actions, including damage claims, asserted by other users or third parties against Think Productivity Ltd resulting from an infringement of their rights regarding the use of the DropTask services. The User assumes all reasonable costs Think Productivity Ltd incurs due to an infringement of third party rights, including all reasonable legal-defence costs. All other rights, including damage claims by Think Productivity Ltd, are hereby unaffected. The aforementioned obligations shall not apply to the extent the User is not responsible for the infringement. In the event the contents posted by the User infringes any rights of any third party, the User shall, at its own expense and at Think Productivity Ltd.’s discretion, either obtain the right to use said contents or render said contents free of any infringement. In the event the User infringes third-party rights when using DropTask, the User shall discontinue such use that violates these Terms of Service and the law, if so requested by Think Productivity Ltd.

13. Liability

Liability to you for any losses shall not exceed the amount you originally paid for using DropTask. In no event will Think Productivity Ltd be liable to you for any indirect or consequential damages, or loss of profit, when using DropTask, even after being advised of the possibility of such damages. In particular, no liability is accepted for any programs or data made or stored with the Software nor for the costs of recovering or replacing such programs or data. Nothing in this Agreement limits liability for fraudulent misrepresentation or liability to you in the event of death or personal injury resulting from Think Productivity Ltd negligence. You acknowledge and agree that the limitations contained in this clause are reasonable in the light of all the circumstances.

14. DropTask for Business Accounts and Add-on Packages

Certain functions and features are only accessible to users who have registered as Business users and who pay for DropTask for Business Accounts or purchase Add-on packages. You will find all of the benefits and functions of DropTask for Business at www.droptask.com/business

14.1 Payments, Invoicing and Termination

Payment for using the DropTask for Business Accounts and the Add-on packages is made in accordance with the invoicing conditions to Think Productivity selected by you and is based on the price-list applying when the agreement is signed.

14.2 Ongoing Membership.

Your DropTask for Business subscription will be extended automatically until you cancel your membership or we terminate it. You must have internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”) to use the DropTask for Business service. You must cancel your DropTask for Business membership before it renews each month or each year to avoid billing of the next month’s or next year’s membership fees to your Payment Method.

14.3 Recurring Billing

By starting your DropTask for Business membership you authorize us to charge you a monthly or annual membership fee at the then current rate, and any other charges you may incur in connection with your use of the DropTask for Business service to your Payment Method. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges. Charges are due at the beginning of each invoicing period, and all charges and prices quoted include the applicable value added tax.

14.4 VAT

If you reside in an EU country, a value added tax (VAT) number may be applied to your DropTask for Business subscription or Add-on package purchase, which will exempt you from incurring a VAT charge. The VAT number will be validated before any recurring payments are taken. If a VAT number becomes invalid, an email will be sent to the administrator of the DropTask account up to 48 hours before the payment is taken. If you fail to provide a new and valid VAT number, you will incur a VAT charge on your next payment.

14.5 Price Changes

We reserve the right to adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms of Service, any price changes to your service will take effect following email notice to you.

14.6 Billing Cycle

Charges are due at the beginning of the each invoicing period. If you have a subscription this will be extended automatically until you terminate it and every further payment will be due at the beginning of the new payment cycle. We reserve the right to change the timing of our billing, in particular if your Payment Method has not successfully settled. In the event that your paying membership began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started DropTask for Business membership or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your Membership. We may authorize your Payment Method in anticipation of membership or service-related charges. As used in these Terms of Service, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. Unless otherwise stated differently, month, monthly, year or annually refers to your billing cycle.

14.7 Default of Your Payments

If you are delayed with your payment obligations (including immediately after the first default), we will be entitled to block access to your Business Account. If you are delayed with your payment obligation to a considerable extent, we will be entitled to terminate the agreement without notice. A considerable amount is defined as the amount of one payment. We reserve the right to assert further claims for default of payment.

14.8 Termination

Both parties may terminate the agreement at any time. If you change to another Business account category, this will not constitute termination. We will simply adapt the conditions of payment and your rights to your new Business Account category. Agreements with a minimum term will run until the end of the agreed period and will be extended automatically by the same period if you do not terminate your Account beforehand by deleting it or by downgrading it to free use. If you terminate or downgrade a Business Account, the original agreements will run to the end of the agreed term and will then no longer be extended. Reimbursement of the already-paid fees for the current term is not possible. We do not provide refunds or credits for any partial-month or annual membership periods or unused features. The agreement may be terminated for just cause. Just cause which would entitle Think Productivity to terminate the agreement will be if you breach your contractual obligations, in particular the rules of use described in these terms of service of DropTask and DropTask for Business, or if you are delayed with your payment obligations.

15 Refund Policy

Think Productivity Ltd offers a free version of DropTask to all users. This offers a “try-before-you-buy” version to ensure that it is compatible with your computer systems and that it satisfies all of your requirements before purchasing a paid-for version. If you experience any problems with DropTask, please submit a request through our ‘Support / Feedback’ feature. All sales are final and refunds are provided only for accidental duplicate orders. Refunds will only be made to the debit card or credit card through which the original purchase was made. Purchasing a paid-for version of DropTask signifies your acceptance of this Refund Policy. By agreeing to these terms you acknowledge that once your Add-on package or DropTask for Business order/subscription process is complete – thereby agreeing to the immediate commencement of the services – your 14 day cancellation period and refund right will be lost.

16 Offers, Promotions & Competitions

Think Productivity may offer special discounts, vouchers and rates through competitions or promotions advertised through but not limited to social media, email marketing or the website. Think Productivity reserve the right to modify, terminate or otherwise amend these promotions at any time. Think Productivity reserve the right to discontinue promotions and competitions at any time, with or without notice.