This website and all of its functionality (aka “Whatfuelz.me Platform”) is owned and operated by Thinknut, LLC. This website is intended for use by current and/or prospective Find Your Fuelz customers and users. The primary functions of this website include, but are not limited to, gathering information regarding Thinknut, LLC and its products, purchasing these products, and communicating with representatives of Thinknut, LCC.
By clicking ‘I Accept,’ or by creating a Whatfuelz.me Account, or by accessing or otherwise using the Whatfuelz.me Platform, you agree to be bound by the terms of this Whatfuelz.me License Agreement (“Agreement”) as of the date you create your account or first access the Whatfuelz.me Platform (“Effective Date”), in consideration for the ability and permission to use and/or view all or portions of the Fuelz.com platform. You agree to the following:
1. Definitions. The terms below are defined as follows:
1.1 "Effective Date" means the date you create your account or first access the Whatfuelz.me Platform.
1.2 "Item Responses" means the responses you provide to assessments that are offered on the Whatfuelz.me Platform.
1.3 "Whatfuelz.me Account" means the account you register and/or use to access the Whatfuelz.me Platform.
1.4 "Terms" means this Whatfuelz.me License Agreement.
2. Modification. Thinknut may alter, change, or modify the Whatfuelz.me Platform and/or the Terms under which the Whatfuelz.me Platform (this agreement) is provided at Thinknut’s sole discretion without notice to you. All material modifications will apply prospectively only. Your continued use of the Fuelz.com Platform shall serve your renewed consent to any modification in the Terms of the Fuelz.com Platform. It is therefore important that you review this Agreement regularly.
3.1 Assessment. Subject to the terms of this Agreement, the Whatfuelz.me Platform allows you to complete an assessment in order to receive a report and/or other supplemental information after completing the assessment.
3.2 Whatfuelz.me Data.
3.2.2 Data Retention. The Whatfuelz.me Platform allows you to store data relating to your Whatfuelz.me Account, such as your personal information or your Item Responses. Thinknut may store this data for you unless otherwise instructed by you in writing. Should you choose to cancel your Whatfuelz.me Account, Thinknut may (but is not obligated to) store your Whatfuelz.me data for up to five (5) years after such cancellation, unless otherwise instructed by you in writing. If your Whatfuelz.me Account is terminated or suspended, you may lose access to your Whatfuelz.me data. Thinknut reserves the right to delete your Whatfuelz.me data at any time if your Whatfuelz.me Account is suspended or no longer active.
3.2.3 Thinknut Research & Product Development. At all times, both during the term of this Agreement and thereafter, Thinknut reserves the right to retain all Item Responses generated via the Whatfuelz.me Platform in non-personally identifiable format for Thinknut’s research and product development purposes.
3.3 Downtime & Availability. The Whatfuelz.me Platform may be unavailable during planned downtime or as a result of circumstances beyond Thinknut’s control, including (without limitation): acts of God; acts of government; flood; fire; earthquakes; civil unrest; acts of terror; strikes or other labor problems; equipment malfunctions; power failures; and/or Internet service provider failures. You have no expectation that the Whatfuelz.me Platform will be available for any specific function at any given time, unless such an expectation is specifically granted in writing by Thinknut, LLC.
4. Your Responsibilities. As a Whatfuelz.me user, you have the following responsibilities:
4.1 Agreement Terms. You agree to comply fully with the terms of this Agreement.
4.2 One User Per License. When you create your Whatfuelz.me Account, you are creating it solely for your own, personal use. You may not share your license or your Whatfuelz.me username and password combination with anyone else. You shall use your best efforts to prevent unauthorized access to, or use of, the Whatfuelz.me Platform and shall notify Thinknut immediately if you discover any unauthorized access or use.
4.3 No Improper Use. You shall not sell, resell, rent, or lease the Whatfuelz.me Platform. You shall not use the Whatfuelz.me Platform to store or transmit any infringing, libelous, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy or intellectual property rights. You shall not use the Whatfuelz.me Platform to store or transmit malicious code or software that will impair the functionality of the Whatfuelz.me Platform or otherwise access the Whatfuelz.me Platform in a manner not consistent with the lawful purpose of the Whatfuelz.me Platform. You shall not provide third-parties with scoring services for any of the assessments or other products offered on the Whatfuelz.me Platform.
4.4 Minimum Age Requirement. You represent and warrant that you are 13 years or older or that you have express permission from a parent or a guardian capable of rightfully authorizing your use of the Fuelz.com Platform under Children’s Online Privacy Protect Act (aka “COPPA”). If you do not meet this requirement, Thinknut may revoke your access to the Fuelz.com Platform and terminate your Fuelz.com Account immediately.
4.4.1 Removal of Personal Information under COPPA. If you are under 13 years of age and provide Thinknut with your personal information in violation of the Minimum Age Requirement (above) your parent and/or guardian may contact Thinknut at [INSERT EMAIL ADDRESS HERE] to inquire as to what personal information has been saved under your account and/or to request the removal of any or all of such personal information. Thinknut will make all reasonable efforts to respond to these requests in a timely manner.
5. Fees & Payment Terms.
5.1 Assessment Fee. A user may complete an assessment and receive a report through the Whatfuelz.me Platform. Users may also receive other supplemental material following completion of the assessment. You agree to pay the fees advertised on the Whatfuelz.me Platform for all assessments you choose to complete on the Whatfuelz.me Platform.
5.2 Payment Terms. All payments for products and services offered on the Whatfuelz.me Platform must be made in advance via PayPal.
5.3 Gifting. The Whatfuelz.me Platform may allow you to purchase one or more reports as a gift for the benefit of another individual. If you choose to purchase a report as a gift, you must provide Thinknut with the gift recipient’s contact information so that Thinknut may electronically deliver the gift to the gift recipient, and you hereby represent and warrant that you have the gift recipient’s permission to provide his/her contact information. When you purchase a report as a gift, Thinknut will provide you with a one-time access code which can be shared with the gift recipient so that the gift recipient may redeem the gift. All gifts must be redeemed within one (1) year of purchase; gifts that are not redeemed within one (1) year of purchase will expire. All gift sales are final and are not eligible for return. Gift access codes may only be redeemed once and will become inactive once redeemed. For that reason, please do not share the gift access code with anyone other than the gift recipient. Thinknut shall not be responsible for any lost, stolen, or misplaced gift access codes. The gift purchaser will be responsible for any applicable taxes associated with the gift, and taxes will be assessed based on the gift purchaser’s state of residence. Gifts may not be resold under any circumstances. Gifts may only be transferred to the original gift recipient (as designated by the gift purchaser at the point of purchase) or to that original gift recipient’s designated recipient. If you purchase a gift and the gift recipient cannot redeem the gift due to technical reasons, please contact Thinknut at xxx for assistance. Gifts may not be available in all languages.
6. Intellectual Property. Your use of the Whatfuelz.me Platform involves Thinknut’s intellectual property, and use of that intellectual property under this Agreement shall be governed as follows:
6.1 Thinknut’s Proprietary Rights. You agree that Thinknut is the sole and exclusive owner of the products and other works that are offered on the Whatfuelz.me Platform. Thinknut reserves all rights, title, and interest in and to the products and works that are offered on the Whatfuelz.me Platform, including all intellectual property rights. No transfer of rights is intended by these Terms, and any licenses extended to you under these Terms shall be strictly limited in accordance with the terms set forth in these Terms.
6.2 Licenses. The Fuelz.com Platform may provide you with the ability to purchase licenses for certain products offered by Thinknut. If you purchase a license to use a product via the Whatfuelz.me Platform, you agree to limit your use of that product to your personal, non-commercial use only. Any limited license granted to you pursuant to this Agreement shall be non-exclusive, non-transferable, non-sublicensable, and only for as long as your Whatfuelz.me Account remains active. Thinknut may revoke this license upon termination of this Agreement. You may not alter or modify any content licensed under this Agreement, and you may not prepare derivative works based on any content licensed under this Agreement. You may not distribute licensed content in any manner not specifically anticipated by this Agreement, and you may not resell, redistribute for profit, rent, lease, or otherwise commercially exploit Thinknut’s intellectual property.
6.3 Restrictions. You may not copy, frame, or mirror any part of the Whatfuelz.me Platform or reverse-engineer any part of the Whatfuelz.me Platform. You may not access the Whatfuelz.me Platform in order to build a competitive product or service or to copy any features, functions, or content from the Whatfuelz.me Platform. You may not remove any copyright, patent, trademark, or other proprietary notices from products offered on the Whatfuelz.me Platform.
6.4 Trademark Notice. Fuelz ™ is a trademark of Thinknut. You may not use any Thinknut trademarks in any domain names.
7. Term & Termination.
7.1 Term. This Agreement shall begin on the Effective Date and will remain in effect until terminated by the parties in accordance with the Termination provision below.
7.2.1 Termination by Thinknut. Thinknut may terminate this Agreement (and thereby revoke any license(s) granted to you under this Agreement) for any reason without penalty after or simultaneous to providing notice to you at the email address associated with your Whatfuelz.me Account.
7.2.2 Termination by You. You may terminate this Agreement and cancel your Whatfuelz.me Account (and thereby revoke any license(s) granted to you under this Agreement) for any reason by providing thirty (30) days’ written notice to Thinknut.
7.3 Effects of Termination. If this Agreement terminate for any reason, then:
7.3.1 No Refunds. Termination of this Agreement shall not entitle you to any refunds or credits for goods, licenses, or services already purchased under this Agreement.
7.3.2 No Access to Platform. Thinknut shall terminate your access to the Whatfuelz.me Platform.
7.3.3 No Use of Thinknut’s Intellectual Property. You shall immediately stop making any use of Thinknut’s intellectual property.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL THINK NUT’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT, OR WITH RESPECT TO ANY SINGLE INCIDENT, THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT. IN NO EVENT SHALL THINKNUT HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, AND WHETHER OR NOT THINKNUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Binding Arbitration. All parties to these terms and conditions waive their respective rights to a trial by jury. The exclusive means of resolving any dispute or claim arising out of or relating to these Terms (including any alleged breach thereof) or the Fuelz.com Platform shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against Thinknut in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against Thinknut any class action, class arbitration, or other representative action or proceeding. The laws of the State of Wisconsin will govern these Terms, as well as any claim that might arise between you and Thinknut, without regard to any conflict of law provisions.
9.1 Regarding claims:
9.1.1 By using the Fuelz.com Platform, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and Thinknut or its affiliates (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures.
9.1.2 Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against Thinknut (except for small-claims court actions) may be commenced only in the federal or state courts located in Wisconsin. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. These Terms, and any dispute between you and Thinknut, shall be governed by the laws of the state of Wisconsin without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
10. General Provisions.
10.2 Governing Law. This Agreement, and any disputes arising out of or related to this Agreement, shall be governed exclusively by the internal laws of the State of Wisconsin, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
10.3 Venue. Any dispute arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts located in Madison, Wisconsin.
10.4 NO EXPRESS OR IMPLIED WARRANTY. THE WHATFUELZ.ME PLATFORM AND ITS ASSOCIATED PRODUCTS AND SERVICES ARE PROVIDED ‘AS-IS.’ THINKNUT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE WHATFUELZ.ME PLATFORM OR ITS ASSOCIATED PRODUCTS AND SERVICES, INCLUDING ANY REPRESENTATION THAT THE WHATFUELZ.ME PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THINKNUT DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
10.5 No Waiver. No failure by Thinknut in exercising its rights under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided here are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.6 No Assignment. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior, written permission of Thinknut. Thinknut may assign this Agreement in its entirety without your consent in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Thinknut’s assets.
10.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision shall be severed from this Agreement, and the remaining provisions shall remain in effect.
10.8 Surviving Provisions. The following provisions shall survive any termination or expiration of these Terms:
10.8.1 Section 1, Definitions;
10.8.2 Section 3.2, Whatfuelz.me Data, and all subsections;
10.8.3 Section 5, Fees & Payment Terms, and all subsections;
10.8.4 Section 6, Intellectual Property, and all subsections;
10.8.5 Section 7.3, Effects of Termination, and all subsections;
10.8.6 Section 8, Limitation of Liability, and all subsections; and
10.8.7 Section 10, General Provisions, and all subsections.
TO CONTACT US WITH ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE EMAIL: email@example.com
1. Purpose of OPPSPARK
OPPSPARK is an additional feature, ancillary to the core products and services offered by Thinknut, LLC, that is intended to enhance the value that some users may be able to derive from some of Thinknut’s products and services. THIS SERVICE IS NOT INTENDED EXCLUSIVELY AS A METHOD OF SHARING USER’S CONTACT OR OTHER PERSONAL INFORMATION. Any sharing of user contact information or any other information relating to any user that occurs through OPPSPARK is intended to further the value added to users by Thinknut, LLC and OPPSPARK. By agreeing to This Agreement you acknowledge and expressly stipulate that Thinknut’s use of your contact or personal information in relation to OPPSPARK is done for this purpose.
2. Acceptance of this Agreement
3. Conflict of Terms
3.1 Determination of Conflicts. You agree that whether or not any other agreement or document, or any term therein, does in fact conflict with This Agreement will be determined exclusively by Thinknut, LLC.
4. Permission to Share Information
By agreeing to This Agreement you permit Thinknut, LLC, and any operators it deems necessary, to share any of your contact or personal that Thinknut deems appropriate with any potential employer(s) that they deem appropriate based on Thinknut’s processes, algorithms, and/or policies.
5. Limitations on Information Sharing
Thinknut agrees to…
6.1 Termination by Thinknut. Thinknut may terminate this Agreement (and thereby revoke any license(s) granted to you under this Agreement) for any reason without penalty after or simultaneous to providing notice to you at the email address associated with your Fuelz.org Account.
6.2 Termination by You. You may terminate this Agreement and cancel your Fuelz.org Account (and thereby revoke any license(s) granted to you under this Agreement) for any reason by providing thirty (30) days’ written notice to Thinknut.
6.4 Effects of Termination
Termination of this Agreement shall not entitle you to any refunds or credits for goods, licenses, or services already purchased under this Agreement. Additionally, Thinknut shall terminate your access to of OPPSPARK moving forward, and may remove any of your information from services or databases related to of OPPSPARK.
7. Retention of All Non-Conflicting Agreements and Terms
You agree that This Agreement will not alter, remove, or invalidate any document that does not directly conflict with This Agreement. Additionally, with regards to any document that does contain at least one provision that does conflict with This Agreement, You agree that This Agreement will not alter, remove, or invalidate any provision in such conflicting documents that do not themselves contribute to a conflict with This Agreement. You stipulate that This Agreement is only intended to be an addendum to other agreements between You and Thinknut, LLC.
Thinknut Indemnification Clause (Draft)
(a) Duty to Indemnify and Defend
Thinknut shall defend [Customer] and its directors, officers, employees, and stockholders (collectively, “Indemnified Parties”) from and against all allegations, claims, actions, suits, demands, damages, liabilities, obligations, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees and costs) that are initiated by a third party (“Claims”) and indemnify customer for any Losses (defined below) that result from or arise out of such Claims, but only to the extent that Claims arise out of or result from negligent, reckless, or intentionally wrongful acts or omissions perpetrated exclusively by Thinknut in their creation and/or maintenance of materials, or performance of services, for [Customer].
However, Thinknut shall not be obligated to defend or indemnify [Customer] for any amount where such Losses result from or are exacerbated by, in whole or in part, the negligent, reckless, intentionally wrongful, or unlawful acts or omissions of any Indemnified Party or any other person acting in concert with them.
(b) Liabilities and Remedies
In no event shall Thinknut be liable for any consequential damages or lost profits that are not directly contained within a third party Claim under this Indemnification Clause, regardless of the legal theory under which such damages are sought, and even if Thinknut has been advised of the possibility of such damages. The term “Losses” as used anywhere in this Indemnification Clause shall not include consequential, incidental, indirect, punitive or special damages of any kind.
Thinknut’s obligation to defend and indemnify [Customer] shall not apply to the extent that Losses related to Claims are covered or are reasonably likely to be covered by any employment practice liability insurance policy, general insurance policy, umbrella insurance policy, or any other similar policy that is owned by or benefits the [Customer], or any of its directors, officers, employees, stockholders or affiliates that are subject to liability as a result of a Claim. However, Thinknut shall maintain the discretionary right to undertake and control defense of any Claim covered by such insurance policies.
Thinknut’s obligation to defend and indemnify [Customer] shall not include any amounts paid to an Indemnified Party by an insurer of any type, as compensation for a Claim or any amounts paid by a third party as payment for the Claim.
(c) Procedural Requirements
An Indemnified Party shall promptly notify Thinknut of any actual or prospective Claim for which indemnification is sought. However, that failure to give such notice shall only relieve Thinknut of its obligations under this Indemnification clause in the event that Thinknut is materially prejudiced by such failure.
In the event that any third-party Claim is made, Thinknut shall have the right and option to undertake and control such defense of such action with counsel of its choice, provided that an Indemnified Party may undertake and control such defense in the event of a material failure by Thinknut to undertake and control.
An Indemnified Party shall not concede or settle or compromise any Claim for which indemnification is sought, was sought, or may be sought at any point in the future without the prior written approval of Thinknut. Failure to receive Thinknut’s prior written approval to concede or settle or compromise any Claim shall relieve Thinknut of its obligations under this Indemnification clause.