Last Revised: December 5, 2023 (previous versions)

Welcome, and thanks for using ThoughtExchange!

These Terms of Use (the “Terms”) govern your use of our online platform and the resources we make available on our websites, such as our guides, videos and more. When these Terms use the terms “we” or “us,” it is referring to Fulcrum Management Solutions Ltd. – that’s us. We refer to our platform, websites and resources collectively as the “ThoughtExchange Platform”, or simply as “ThoughtExchange”.

Please take a few moments to read these Terms carefully before using ThoughtExchange. We may change these Terms (including any terms or documents incorporated by reference in these Terms) at any time by publishing the revised terms at https://thoughtexchange.com/terms-of-use and updating the “Last Revision” date written above, and the updated Terms will be effective as of the date they are published. Using our services after changes have been published is your agreement to the changed Terms, and you acknowledge and agree that it is your responsibility to review these Terms from time to time and familiarize yourself with any changes.

1. ThoughtExchange Platform & Users.

• ThoughtExchange is an online software platform, accessed and used through a web browser, which allows one person to create and facilitate an online conversation with a group of people using one or more types of “Engagement”, which may include “Exchanges”, “Surveys”, and “Interviews”. We call the person who leads an Engagement the “Leader” and the people who participate in an Engagement are “Participants.” When we refer to “you” in these Terms, we refer to you in your role as a Participant. (You can find more information on Engagements and user roles in the Services Descriptions published at https://thoughtexchange.com/services-description/.)
• Leaders create Engagements on behalf of the ThoughtExchange customer they work for or represent (the “Customer”), and then invite or provide access to Participants. The Customer’s and Leader’s identities (as provided to us) are displayed clearly, so each Participant should know who the Customer and Leader are for each Engagement.
• ThoughtExchange is not software that you (or any of our Customers) download, copy, or install, and use of ThoughtExchange does not include the transfer of or license to any of our software or other intellectual property. While there is no charge to Participants to participate in an Engagement, ThoughtExchange is not freely available for anyone to use. Customer access to the ThoughtExchange Platform is by paid subscription.
• We own ThoughtExchange. You agree that we own ThoughtExchange. We reserve all intellectual property rights in ThoughtExchange and its related services, including all patent, copyright, trade secret, trademark and other proprietary rights. For example, “ThoughtExchange” and the ThoughtExchange logo and our other trademarks, service marks, graphics, and logos used in connection with ThoughtExchange are trademarks or registered trademarks belonging to us. We are granting you a limited license to access and use the ThoughtExchange Platform. That right is conditioned on, among other things, your agreement to comply with these Terms and all applicable laws.
• If you send us any feedback or suggestions regarding our services, there is a chance we will use it, so you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation. If we choose not to implement your suggestion, please don’t take it personally.

2. Participant User Accounts.

• In some cases, you may be required to log into a user account to participate in an Engagement. If so, your user account may be based on your email address or single sign-on (SSO). By using an account created for a particular email address or SSO, you acknowledge that you are the authorized user of that account.
• Your account may also include your first and last name. You may revise or remove the name from your account. You agree that your account information will be truthful. You agree that you will use your real name for your account. You will not create a false identity for your account, and you will not steal, impersonate or otherwise intentionally use the identity or the account of any other person.
• As between you and others, your account belongs to you. You agree to: (1) not transfer any part of your account and (2) follow the law and these Terms. You are responsible for anything that happens through your account unless you report misuse and we’ve had a reasonable amount of time to disable your account or otherwise remedy the misuse. If you discover or suspect any unauthorized access to or use of your user account, please notify us immediately.

3. Acceptable Use & Termination

• You agree that you will comply with our Acceptable Use Policy (published at https://thoughtexchange.com/acceptable-use-policy) and all applicable laws. You acknowledge that we have the right (but not the obligation) to monitor your use of ThoughtExchange in order to ensure your compliance with these Terms and the Acceptable Use Policy, or to comply with any law, order, or requirement of any court or government authority.
• We reserve the right to refuse service to anyone at any time for any reason. We further reserve the right to restrict, suspend, or terminate your access to ThoughtExchange for any reason (including but not limited to a breach of these Terms, the Acceptable Use Policy, or any applicable law) at any time, without notice to you.
• If you wish to stop using ThoughtExchange, you may do so at any time.

4. Privacy & Ownership of Information.

• Engagements work best when you and other Participants participate fully, so we want to provide you with assurance that we are being responsible with the information we collect as part of any Engagement. Please review our Privacy Policy (published at https://thoughtexchange.com/privacy-policy) for more information on how we collect and use your data in connection with your use of the ThoughtExchange Platform.
• As between you and us, you own all the information that you provide to us as a Participant, and you grant to us a worldwide, non-exclusive right to use, copy, distribute, publish, process and delete the information you provide without any further consent, notice or payment. That information includes:
• Your “input”, which are the answers, responses, and ratings you provide as a Participant in an Engagement;
• Your “identity”, which is information that identifies you as an individual; and
• You “association information”, which is information linking your identity to your input.
• Because you own your input, identity, and association information, you may choose to make any or all of it available to others. If you do choose to share it, or even if you mistakenly share it, we have no obligation under these Terms for any of the information shared.
• Your identity, which is known by us and the Leader (and the Customer they represent), will not be shared with any other person or organization except with your consent, or as required by law, or we reasonably believe there is a risk to your safety or the safety of others.
• While we may translate and make formatting changes to your input prior to publishing (such as modifying the size, layout or file type or removing metadata), we will not intentionally modify the meaning of your words.

5. Anonymous & Confidential Engagements.

• You may be invited to participate in Engagements that are “anonymous”, “confidential”, or both. The decision on whether an Engagement is anonymous or confidential is made solely by the Customer (through the Leader running that Engagement). We are not responsible for the choice to make an Engagement anonymous or confidential, or for the information a Customer requests in any Engagement.
• If you participate in an “anonymous” Engagement, we will not share your association information with any other person, including the Leader or Customer, except with your consent, or as required by law, or we reasonably believe there is a risk to your safety or the safety of others.
• If you participate in a “confidential” Engagement, the Customer (including its Leader) will have access to your association information, and will be able to link your identity with the input you provide. We have no control over the information a Customer may request in a confidential Engagement, and have no responsibility for how a Customer may use or share the information you provide (including your identity and association information).
• If you are not comfortable providing the information requested by a Customer through an Engagement, or with the Customer’s choice to run an Engagement as anonymous or confidential, you should not participate in that Engagement or provide that information.

6. Legal Limitations.

Some of these clauses change our legal rights and yours. Some of these are in all capital letters, which might make it feel like we are shouting at you, but we are only doing that because it is important. (You may want to ask an attorney why that is. We have).

• We do not guarantee device compatibility. ThoughtExchange is designed to work on any desktop and mobile devices with a standard browser and access to the internet. In addition, we will from time to time develop and release ThoughtExchange applications designed to support a specific device and / or operating system, such as a windows desktop or a mobile app. However, we do not guarantee that we will support any particular device or operating environment.
• We may change or discontinue any of our services for any reason or no reason at all. To the extent allowed under law, these changes may be effective without notice you. We cannot guarantee the availability of our services in all countries and they may not be available for use in a particular location. You are responsible for following the laws in your state or country. We do not accept responsibility for the consequences of server unavailability, backups, software bugs or missing features. ThoughtExchange is not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide.
• Google’s Attribution Requirements require us to make the following disclaimer available to Participants: THIS SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. (See, even Google shouts.)
• No Warranty. TO THE EXTENT ALLOWED UNDER LAW: (A) WE DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) WE DO NOT GUARANTEE THAT OUR SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS, AND (C) WE PROVIDE OUR SERVICES (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS. SOME LAWS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
• Exclusions & Limits of Liability.
• TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS WE HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH YOU THAT SUPERSEDES THIS AGREEMENT), WE SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO OUR SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).
• TO THE EXTENT PERMITTED UNDER LAW (AND UNLESS WE HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH YOU THAT SUPERSEDES THIS AGREEMENT), WE SHALL NOT BE LIABLE TO YOU OR OTHERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, OPPORTUNITIES, REPUTATION, PROFITS OR REVENUES, RELATED TO OUR SERVICES (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS, DOWN TIME OR LOSS, USE OR CHANGES TO YOUR INFORMATION OR CONTENT).
• IN NO EVENT SHALL OUR LIABILITY TO YOU EXCEED USD$100 IN THE AGGREGATE FOR ALL CLAIMS. THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF WE HAVE BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THESE REMEDIES FAIL THEIR ESSENTIAL PURPOSE.
• SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

(Okay, enough shouting.)

7. General Terms.

• Governing Law & Disputes. You agree that the laws of the British Columbia, Canada, excluding its conflict of laws rules, shall exclusively govern any dispute relating to these Terms and/or the ThoughtExchange Platform. In the unlikely event that we end up in a legal dispute, you and we both agree that it can only be litigated in the courts of British Columbia, Canada, and you and we each agree to personal jurisdiction in those courts.
• Severability. If a court with authority over these Terms finds any part of it not enforceable, you and we agree that the court should modify the terms to make that part enforceable while still achieving its intent. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of these Terms. To the extent allowed by law, the English version of these Terms is binding and other translations are for convenience only.
• Waiver. If we do not act to enforce a breach of these Terms, it does not mean that we have waived our right to enforce the Terms. You may not assign or transfer the Terms or your account to anyone without our consent. However, you agree that we may assign these Terms to our affiliates or a party that buys us without your consent. There are no third-party beneficiaries to these Terms.
• Entire Agreement. These Terms (including additional terms that may be provided by us when you engage with a feature within the ThoughtExchange Platform) is the only agreement between us regarding your access to and use of our services, and supersedes all prior agreements.
• Notice. You agree that the only way to provide us legal notice is by physical mail at:
• Fulcrum Management Solutions Ltd.
  Suite E, 1990 Columbia Avenue
  PO Box 2260
  Rossland BC, V0G 1Y0
  Canada
  Attention: Legal (Terms of Use)