The unsigned offer in this proposal will remain valid until the expiry date indicated on the front page. After this period, this offer becomes null and void. A new offer may be requested and may reflect changes in pricing and availability.
Upon execution of this agreement, all parties acknowledge that Thinc.app operates a no cancellation / refund policy due to the scope and nature of custom development work, except for specific quality control provisions. Thinc.app guarantees that the quality of our work meets professional industry standards. In the event a project is terminated by the client, the full balance of the contract becomes immediately due and payable.
Business and Learning Management System (LMS) contracts represent a minimum annual subscription, paid in monthly installments. Strategy and deliverables may evolve over the engagement as appropriate. To terminate an active subscription, the client must provide two (2) full calendar months’ written notice via the Thinc.app online cancellation form. Subscriptions automatically convert to a month-to-month engagement at the end of the term. Note: Annual Hosting is required for all LMS subscriptions.
Unless otherwise stated, marketing contracts represent a 12-month commitment. Termination requires two (2) full calendar months’ written notice via our official cancellation form. Any outstanding invoices must be paid in full upon notice. Post-term, these convert to month-to-month status with the same two-month notice period.
If a Website and Marketing bundle is terminated prior to the end of the contract term, the full face-value balance of the website development or additional work becomes immediately due. (The listed website price serves as the buyout price, where applicable.)
This recurring fee covers periodic software updates, robust security measures, malware scans, threat detection, responsive design maintenance, and automated backup/recovery systems to ensure platform stability.
Clients may submit a single consolidated list of revisions at both the Design and Development presentation stages via the Thinc.app revision form.
Out of Scope: Revisions to design, layout, or mapping are not accepted once development has commenced. Requests received after milestone sign-offs will be quoted separately.
Service Increases: A 30-day notice is required for service level increases to accommodate production capacity.
Clients are directly responsible for third-party costs, including but not limited to: hosting, proprietary licenses, and specialized API integrations. Thinc.app is not responsible for service interruptions resulting from third-party errors or client non-payment to these providers.
Decision Maker: The client shall appoint a single signatory and decision-maker for all communications and approvals.
Original Content: Unless quoted separately, Thinc.app does not author original copy or provide custom photo/video content. The client is solely responsible for the accuracy and ownership of all published materials.
Project Delays: Failure to provide necessary materials or approvals will result in a day-for-day extension of the final deadline. Projects may be placed on hold or rescheduled at our discretion.
Payment: Declined payments will result in an instant work stoppage until rectified.
Acceptance: All work is considered accepted unless Thinc.app is notified to the contrary within 5 business days of delivery.
Digital Assets: Delivered work will be available via a shared link for 30 days. After this period, the link expires and files may be archived or removed.
Project Holds: Projects deemed “On Hold” due to client inactivity for more than 3 months are subject to cancellation.
Ownership Transfer: The grant of any license or transfer of intellectual property rights is strictly conditioned upon full payment of all contract fees and additional costs.
Marketing Rights: Thinc.app reserves the irrevocable right to display and present all developed content (in full or part) for internal or external marketing purposes.
All work is subject to applicable taxes unless a valid Tax Exempt certificate is provided.
THINC.APP
END-USER LICENSE AGREEMENT
Revised January 2026
1. Program: The “Program” means the software program specified in the accompanying order form (the “Order Documentation”) or any other software provided to Licensee by Thinc.app (the brand and entity) not covered expressly by a different agreement and includes the software and all accompanying data files and documentation, any updates to the Program and/or EULA, that may be provided from time-to-time by Thinc.app, and all copies of any of the foregoing.
2. Grant: Subject to payment of the applicable onboarding and periodic subscription fees, and the limitations and restrictions set forth in this agreement, Thinc.app grants a non-exclusive license to use the Program front-end and back-end to the organization or individual by whom or on whose behalf this copy of the Program was licensed (“Licensee”) for the term of this agreement. Licensee will not permit the Program to be accessed by more than the authorized number of users or workstations licensed.
3. User Login: Upon setup, a user profile (“login”) is created by Thinc.app, that will allow access to the Program’s back-end for the duration of the client subscription.
4. Ownership: Thinc.app licenses but does not sell the Program. Thinc.app retains title and all ownership rights (including all intellectual property rights) in and to the Program front-end and back-end interfaces. All bug reports, ideas for enhancement, and other feedback provided by Licensee to Thinc.app will be the property of Thinc.app. Licensee must not remove, modify, or obscure any copyright, trademark, or proprietary rights notices.
5. Pay-Per-Use Fees: Additional fees may apply to initiate certain transactions or premium features released from time-to-time (“Paid Use”). These fees are subject to change at the discretion of Thinc.app.
6. Paid Use Restrictions: Licensee will only use each Paid Use transaction for the single transaction or entity for which it was originally purchased. Failure to abide by this condition may result in immediate suspension or termination of the license.
7. Third-Party Terms: Licensee acknowledges that third-party terms may apply to take full advantage of certain features (e.g., accounting software, POS applications, or API-based integrations).
8. Term: Access to Thinc.app requires a minimum one-year (12 full calendar month) subscription. After the initial period, either party may terminate this agreement with at least three (3) full calendar months’ notice via Thinc.app’s official online cancellation form. Thinc.app may terminate immediately for breach of terms or loss of necessary third-party licenses.
9. Promotions / Discounts: Any promotion or discount offered by Thinc.app is contingent upon the Licensee’s fulfillment of the contractual agreement. Failure to meet these terms will result in the original face value of the discount becoming immediately due and payable.
10. Support: During the support period, Thinc.app will provide reasonable telephone and online remote assistance during normal business hours for troubleshooting and Program operation. This does not include customization, data conversion, or assistance with non-Program-related problems.
11. Consent to Use of Data: Thinc.app may collect and use non-personally identifiable statistical information (“Event Information”) to improve products, troubleshoot, and ensure proper functioning. Technical data regarding the Licensee’s device and system may also be gathered periodically for updates and support.
12. Reproduction: Licensee may not reproduce, modify, transfer, sublicense, or reverse engineer the Program.
13. Confidentiality: The Program is a trade secret of Thinc.app. Licensee will treat the Program in the strictest confidence and only provide access to employees with a specific need to know.
14. Warranty and Disclaimer: Thinc.app warrants the Program will operate substantially in accordance with its documentation. THE PROGRAM IS PROVIDED “AS IS.” THINC.APP DISCLAIMS ALL OTHER WARRANTIES, INCLUDING FITNESS FOR A PARTICULAR PURPOSE OR UNINTERRUPTED OPERATION.
15. Limitation of Liability: Thinc.app’s liability is limited to direct damages and shall not exceed the value of one month’s subscription fee. Thinc.app is not liable for indirect, consequential, or punitive damages, including loss of profits or data.
16. Amendments: Thinc.app reserves the right to modify this agreement. Continued use of the Program after notice constitutes acceptance of the revised terms.
17. Governing Law: This Agreement is governed by the laws of the Province of Ontario, Canada. Licensee submits to the exclusive jurisdiction of the courts in Ontario. US-based entities under the USMCA also agree to be bound by Ontario law. International users (EU/Switzerland) may be subject to the laws of their place of residence.
18. Privacy: Use of the Program is subject to the Thinc.app Privacy Policy (available at https://thinc.app/privacy-policy/). Data may be used for service provision, marketing, and statistical analysis.
19. Cookies: Thinc.app uses cookies to identify users, track browsing patterns, and provide a personalized experience.
20. Open Source Software: Any open-source components are licensed under their respective original licenses.
21. Links: Thinc.app is not responsible for the content or privacy practices of third-party sites linked through the Program.
22. Transition & Content Management:
Thinc.app may upload Licensee content (customer info, configuration files) to facilitate the transition to the cloud-based program.
Confidentiality: Content will only be accessed by necessary personnel and will not be used for advertising.
Location: Content will be stored and backed up in data centers located in Canada or the USA as per technical requirements.
Ownership: Licensee retains all rights to their original Content.
Deletion: Licensee may request content deletion; Thinc.app will comply within 45 days.
23. Audit: Thinc.app may audit Licensee’s use of the Program to ensure compliance. Material breaches found during an audit will make the Licensee responsible for audit costs.
24. Supplemental Terms:
Licensee warrants they have the authority to disclose any information transmitted via Thinc.app.
Licensee will indemnify Thinc.app against third-party claims arising from errors in information supplied by the Licensee or their clients.
The inclusion of credit card details or highly confidential info in general Content is strongly discouraged.
The above constitutes the entirety of the End-User License Agreement for Thinc.app. Acceptance of these terms is required for all users.
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