Platform Terms of Service

1. Services

ThinkThru provides creative production services as described in each executed Service Order. Services may include podcast production, video editing, content development, and related deliverables. The specific scope, timeline, and pricing for each engagement are defined in the applicable Service Order, which is incorporated into and governed by these Terms.

2. Intellectual Property

2.1 Client-Owned Content

Where a client provides raw files, source materials, original creative concepts, or other pre-existing intellectual property (Client Content), the client retains full and exclusive ownership of all Client Content and all deliverables produced from it. ThinkThru acquires no ownership rights, licenses, or claims in Client Content or deliverables beyond what is necessary to perform the services described in the applicable Service Order.

2.2 ThinkThru Retained Rights

ThinkThru retains ownership of its internal workflows, production processes, templates, proprietary methodologies, and tools (ThinkThru Tools). ThinkThru Tools are not transferred to clients and do not form part of any deliverable. ThinkThru may use anonymized, non-identifying descriptions of completed work for portfolio and business development purposes unless otherwise agreed in writing.

2.3 Original Work for Hire

Where ThinkThru creates original creative assets at client direction (e.g., original branding, scripts, programs developed from scratch), the applicable Service Order or MSA will specify ownership terms. In the absence of a written agreement to the contrary, work created specifically and exclusively for a client is considered work for hire and client property upon receipt of full payment.

3. Payment Terms

Fees are set forth in each Service Order. Unless otherwise specified:

• An initial deposit is due upon execution of the applicable Project Order. Ongoing services are invoiced monthly at the end of each calendar month.
• Subscription or recurring services are charged automatically at the start of each billing cycle.
• Late payments accrue interest at 1.5% per month (or the maximum rate permitted by law, whichever is lower) beginning 15 days after the due date.
• ThinkThru reserves the right to pause delivery of services on accounts more than 30 days past due, without liability for resulting delays.

4. Cancellation & Termination

Cancellation terms are defined in the applicable Project Order. Upon termination or discontinuation of services:

• Client is responsible for fees accrued through the end of the notice period, including any in-progress work.
• ThinkThru will deliver all completed work product and return or delete client-provided files upon request within 14 days of termination.
• Prepaid fees for unrendered services will be refunded on a pro-rata basis unless the Service Order specifies otherwise.

5. File Delivery & Turnaround

Timelines stated in a Service Order are estimates based on timely receipt of all required materials from the client. ThinkThru will notify clients promptly of any delays. Client obligations include:

• Delivering source files in agreed formats and within agreed timeframes.
• Providing feedback and approvals within the revision windows specified in the Service Order.

ThinkThru is not responsible for delays attributable to late client delivery of materials or approvals.

6. Revisions

Each Service Order specifies the number of revision rounds included. Revision requests beyond the included rounds are billed at ThinkThru's then-current hourly rate or as otherwise agreed in writing. A revision round is defined as one consolidated set of feedback submitted within the feedback window specified in the Service Order.

7. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with the services (Confidential Information). Confidential Information may not be disclosed to third parties without written consent, except as required by law. This obligation survives termination of the applicable Service Order for a period of three (3) years.

8. Limitation of Liability

ThinkThru's total liability for any claim arising out of or related to these Terms or any Service Order shall not exceed the total fees paid by the client in the three (3) months immediately preceding the event giving rise to the claim. ThinkThru shall not be liable for indirect, incidental, consequential, or punitive damages, including lost profits or lost data, even if advised of the possibility of such damages.

9. Representations & Warranties

Client represents and warrants that: (a) it has full right and authority to provide Client Content to ThinkThru; (b) Client Content does not infringe the intellectual property rights of any third party; and (c) it has the authority to enter into the applicable Service Order. ThinkThru represents that services will be performed in a professional and workmanlike manner consistent with industry standards.

10. Indemnification

10.1 By Client

Client agrees to indemnify, defend, and hold harmless ThinkThru and its employees, contractors, and affiliates from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or related to: (a) any breach of Client's representations, warranties, or obligations under these Terms or any Project Order; (b) any claim that Client Content infringes or misappropriates the intellectual property rights of any third party; or (c) Client's use of deliverables outside the scope of the applicable Project Order. ThinkThru shall promptly notify Client in writing of any such claim.

10.2 By ThinkThru

ThinkThru agrees to indemnify, defend, and hold harmless Client from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of ThinkThru's breach of its representations, warranties, or obligations under these Terms, except to the extent such claims arise from Client Content, unauthorized use by Client, or Client's modification of deliverables. ThinkThru shall have no obligation to indemnify Client for claims arising from materials or instructions provided by Client.

11. Acceptance of Deliverables

Delivery of final files to ThinkThru Studio constitutes delivery for all purposes under these Terms and any Project Order. Client accepts deliverables by clicking the Accept button within ThinkThru Studio, which constitutes written acceptance. If Client does not submit written feedback or accept deliverables within 5 business days of delivery to ThinkThru Studio, the deliverables shall be deemed accepted. Accepted deliverables are non-refundable.

12. Modifications

Any modification to these Terms or to an active Project Order must be agreed to in writing by both parties. No verbal agreements, email discussions, or informal communications shall constitute a modification unless confirmed in a signed written amendment. Failure by either party to enforce any right under these Terms shall not constitute a waiver of that right.

13. Force Majeure

ThinkThru shall not be in breach of these Terms or any Project Order if ThinkThru is unable to perform services due to circumstances beyond its reasonable control, including but not limited to fire, flood, earthquake, severe weather, labor disputes, acts of war or terrorism, pandemic, government order, or internet or platform outages not caused by ThinkThru (each, a Force Majeure Event). Upon the occurrence of a Force Majeure Event, ThinkThru will notify Client promptly and propose revised timelines. Production deadlines and delivery commitments will be extended by the duration of the Force Majeure Event.

14. Updates to These Terms

ThinkThru may update these Terms from time to time. Clients on active Service Orders will receive 30 days' written notice before any material changes take effect. Continued use of the Platform or services after the effective date of changes constitutes acceptance of the updated Terms. The version and effective date are noted at the top of this document.

15. Governing Law

These Terms are governed by the laws of the State of Tennessee, without regard to its conflict of law principles. Any dispute arising under these Terms shall be resolved in the state or federal courts located in Davidson County, Tennessee, and both parties consent to the jurisdiction of such courts.

Questions?

Contact ThinkThru at:

Email: hello@thinkthru.co

Visit: thinkthru.co/platform-terms for the current version of these Terms.