Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your access to and use of services, products, and software provided by Thinkmine LLC ("Thinkmine," "we," "us," or "our"), a Microsoft AI + Cloud Partner and Independent Software Vendor.

By engaging our professional services, purchasing our software products, or accessing our platforms, you ("Client," "Customer," or "you") agree to be bound by these Terms. If you do not agree, you may not use our services or products.

2. Professional Services

2.1 Consulting and Implementation Services

Thinkmine provides professional services including but not limited to:

• Cloud architecture and consulting
• AI solution design and implementation
• Data platform engineering
• System integration services
• Application modernization
• Managed services and support

2.2 Statement of Work

Each professional services engagement shall be governed by a Statement of Work ("SOW") that defines:

• Scope of services and deliverables
• Timeline and milestones
• Pricing and payment terms
• Acceptance criteria
• Change management procedures

2.3 Client Responsibilities

Client agrees to:

• Provide timely access to necessary systems, data, and personnel
• Designate authorized representatives for decision-making
• Review and provide feedback on deliverables within agreed timeframes
• Ensure compliance with applicable laws and regulations
• Maintain appropriate licenses for third-party software and services

3. Software Products and Licensing

3.1 Software Products

Thinkmine develops and licenses software products including but not limited to:

• Calabash - AI Agent Infrastructure Platform
• Enterprise AI solutions
• Data integration platforms
• Custom software applications

3.2 License Grant

Subject to these Terms and payment of applicable fees, Thinkmine grants you a limited, non-exclusive, non-transferable, revocable license to use our software products in accordance with the applicable license agreement and documentation.

3.3 License Restrictions

You may not:

• Reverse engineer, decompile, or disassemble the software
• Remove or alter any proprietary notices
• Use the software for competitive purposes
• Sublicense, rent, lease, or distribute the software
• Use the software in violation of applicable laws

3.4 Subscription Services

For subscription-based products:

• Access is granted for the subscription period specified
• Fees are non-refundable except as required by law
• Subscriptions renew automatically unless cancelled
• We may modify subscription terms with reasonable notice

4. Intellectual Property Rights

4.1 Thinkmine IP

All intellectual property rights in Thinkmine's software, platforms, methodologies, documentation, and deliverables (excluding Client-specific data and pre-existing Client IP) remain the exclusive property of Thinkmine or its licensors.

4.2 Client IP

Client retains all rights to its pre-existing intellectual property, confidential information, and data. Thinkmine may use Client data solely to provide the contracted services.

4.3 Work Product

Unless otherwise specified in a SOW:

• Custom code developed specifically for Client shall be owned by Client
• Thinkmine retains ownership of reusable components, frameworks, and tools
• Client receives a license to use Thinkmine IP incorporated in deliverables

4.4 Open Source Software

Thinkmine may incorporate open-source software subject to applicable licenses. Client agrees to comply with all open-source license terms.

5. Payment Terms

5.1 Fees and Invoicing

• All fees are specified in USD unless otherwise stated
• Invoices are due within 30 days of invoice date unless otherwise agreed
• Late payments may incur interest at 1.5% per month or the maximum allowed by law
• All fees are exclusive of taxes, which Client is responsible for

5.2 Expenses

Client shall reimburse pre-approved out-of-pocket expenses including travel, materials, and third-party services.

5.3 Suspension for Non-Payment

Thinkmine may suspend services or access to software if payment is more than 30 days overdue, with 10 days' written notice.

6. Warranties and Disclaimers

6.1 Professional Services Warranty

Thinkmine warrants that professional services will be performed in a professional and workmanlike manner consistent with industry standards. Client's exclusive remedy for breach of this warranty is re-performance of the deficient services.

6.2 Software Warranty

Thinkmine warrants that software will substantially conform to its documentation for 90 days from delivery. Thinkmine's sole obligation is to correct or replace non-conforming software.

6.3 Disclaimer

7. Limitation of Liability

Some jurisdictions do not allow limitation of liability for certain damages, so some limitations may not apply to you.

8. Confidentiality

8.1 Definition

"Confidential Information" means non-public information disclosed by one party to the other, including business information, technical data, designs, and customer data.

8.2 Obligations

Each party agrees to:

• Maintain confidentiality of the other party's Confidential Information
• Use Confidential Information solely for purposes of the agreement
• Limit disclosure to employees and contractors with a need to know
• Protect Confidential Information using reasonable safeguards

8.3 Exceptions

Obligations do not apply to information that: (a) is publicly available; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law.

9. Data Protection and Privacy

9.1 Data Processing

When processing personal data on Client's behalf, Thinkmine acts as a data processor and will:

• Process data only as instructed by Client
• Implement appropriate security measures
• Assist with data subject rights requests
• Comply with applicable data protection laws (GDPR, CCPA, etc.)

9.2 Security

Thinkmine maintains administrative, physical, and technical safeguards designed to protect Client data, including:

• Encryption of data in transit and at rest
• Access controls and authentication
• Regular security assessments
• Incident response procedures

9.3 Data Breach Notification

Thinkmine will notify Client within 72 hours of discovering any unauthorized access to Client data.

10. Termination

10.1 Termination for Convenience

Either party may terminate services engagements with 30 days' written notice. Client remains liable for fees for services performed and non-cancellable commitments.

10.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days
• Becomes insolvent or files for bankruptcy
• Ceases business operations

10.3 Effect of Termination

• Client shall pay all outstanding fees
• Software licenses terminate unless otherwise specified
• Each party shall return or destroy Confidential Information
• Provisions surviving termination include: IP, confidentiality, warranties, and limitations of liability

10.4 Data Retrieval

Client has 30 days post-termination to retrieve data from Thinkmine platforms. After this period, Thinkmine may delete Client data.

11. Indemnification

11.1 Thinkmine Indemnification

Thinkmine will defend and indemnify Client against third-party claims that Thinkmine's software infringes intellectual property rights, provided Client:

• Promptly notifies Thinkmine of the claim
• Grants Thinkmine sole control of defense and settlement
• Provides reasonable cooperation

11.2 Client Indemnification

Client will indemnify Thinkmine against claims arising from:

• Client's use of services or software in violation of these Terms
• Client data or content
• Client's violation of applicable laws

12. General Provisions

12.1 Governing Law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of law principles.

12.2 Dispute Resolution

Parties agree to attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be resolved through binding arbitration under AAA Commercial Arbitration Rules.

12.3 Force Majeure

Neither party is liable for failure to perform due to causes beyond reasonable control, including natural disasters, war, terrorism, pandemic, or government actions.

12.4 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

12.5 Assignment

Client may not assign these Terms without Thinkmine's written consent. Thinkmine may assign to affiliates or in connection with a merger or acquisition.

12.6 Entire Agreement

These Terms, together with any SOW or license agreement, constitute the entire agreement and supersede all prior agreements regarding the subject matter.

12.7 Modifications

Thinkmine may modify these Terms by providing 30 days' notice. Continued use constitutes acceptance of modified Terms.

12.8 Severability

If any provision is found unenforceable, the remaining provisions remain in full effect.

12.9 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

12.10 Notices

Notices must be in writing and sent to the addresses specified in the applicable agreement or SOW.

13. Third-Party Services

Thinkmine solutions may integrate with third-party services including Microsoft Azure, GitHub, and other platforms. Use of third-party services is subject to their respective terms and conditions.

Thinkmine is not responsible for:

• Availability or performance of third-party services
• Third-party pricing or terms changes
• Third-party data practices or security
• Third-party service interruptions or failures

14. Export Compliance

Client agrees to comply with all applicable export control laws and regulations. Client shall not export, re-export, or transfer Thinkmine software or technology to prohibited countries or individuals without required authorizations.

15. U.S. Government Rights

If Client is a U.S. Government entity, Thinkmine software is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212. U.S. Government rights are limited to those granted in these Terms, per FAR 12.212 and DFARS 227.7202.