TinkRworks Terms of Service
Updated: January 7, 2025
By executing a purchase order with TinkRworks (“TW”), your organization (“Client”) agrees to be legally bound by these terms of service (“Agreement”) as of the date on which the purchase order is signed (“Effective Date”).
1. Services & Notices
TW is in the business of providing educational materials (“Curriculum”) that may encompass physical materials (“Kits”) and/or online materials (“Software”). The Agreement shall govern the provision of and support for both Kits and Software by TW to Client. TW grants to Client a revocable, non-exclusive, personal, nontransferable, limited license to use the Curriculum during the term of the Agreement in accordance with the documentation provided by TW. Client shall not copy, license, sell, transfer, make available, or otherwise distribute the Curriculum, whether for its own future use or for the use of any other entity or person. Any and all notices required or permitted under this Agreement shall be sent by certified mail or via an overnight mail courier service to the mailing address or via electronic mail to the electronic mail address provided on the purchase agreement.
2. Fees & Payment
Client shall pay TW in accordance with the fees on the purchase agreement. Future purchases under this Agreement shall be in accordance with the applicable purchase agreement or with TW’s standard pricing schedule, as may be updated from time to time. Client shall pay or reimburse all federal, state and local taxes and assessments arising on or measured by amounts payable to TW under this Agreement or furnish TW with evidence acceptable to the taxing authority to sustain an exemption therefrom. All payments must be made by electronic or wire transfer to the bank account provided by TW within thirty (30) days of invoice date. A late fee of 1% shall be assessed for each additional thirty (30) day period during which an invoiced amount remains unpaid.
3. Delivery & Acceptance
TW shall work with its shipping vendor(s) to request delivery of Kits in accordance with the address and commercially reasonable timetable provided by Client, subject to the following limitations: (i) any delivery schedule quoted by TW is its best estimate as of the date of quotation and is subject to change; (ii) delivery of the Kits by TW to the specified shipping address shall constitute delivery to Client; (iii) TW shall not be liable for any failure to deliver if the failure is caused by circumstances beyond TW’s sole and direct control; (iv) Client shall be liable for any shipping costs arising from any inaccuracy or omission in the shipping information provided to TW. Pursuant to delivery, Client shall have the right to examine the Kits, subject to the following conditions: (i) any inspection shall be made prior to accepting delivery and all damage shall be documented in both written and photographic form; (ii) if no damage is noted upon arrival of the Kits at their destination, the Client shall be deemed to have accepted the Kits as-is; (iii) acceptance of delivery constitutes final and nonrevocable waiver by Client of any claim with respect to Kits defects.
4. Proprietary Rights
Client acknowledges and agrees that TW owns all intellectual property rights in the Curriculum, and in any modifications made to the Curriculum, including, but not limited to, all patent rights, copyrights, copyright registrations, trade secrets, trademarks, service marks, service mark registrations, related goodwill and confidential and proprietary information. Without limiting the generality of the foregoing, Client will not itself, directly or indirectly (a) access the Curriculum with software or means other than as described herein; (b) modify, port, translate, or create derivative works of the Curriculum; (c) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, firmware, underlying ideas, or algorithms of the Curriculum by any means; (d) sell, lease, license, sublicense, copy, market or distribute the Curriculum, except as expressly permitted in this Agreement; (e) remove any proprietary notices, labels or marks from the Curriculum; or (f) release to a third party the results of any testing of the Curriculum conducted by or on behalf of Client, or communicated to Client by TW or another source. In no event shall anything in this Agreement or in TW’s conduct or course of dealing convey any license, by implication, estoppel or otherwise, under any patent, copyright, trademark or other intellectual property right not explicitly licensed. All rights not expressly granted to Client under this Agreement are reserved by TW. If Client or any user provides any suggested improvements to the Curriculum (“Feedback”), TW will own all right, title, and interest in and to the Feedback. TW will be entitled to use the Feedback without restriction and Client hereby irrevocably assigns to TW all rights, title, and interest in and to the Feedback; provided, Client makes no representation or warranty with respect to the Feedback and bears no liability therefore.
5. Usage
Client shall: (i) ensure that its infrastructure, networks, computing devices, and systems comply with the relevant specifications provided by TW from time to time, (ii) procure and maintain any network connections and telecommunications links necessary for its devices and systems to access the Software, and (iii) maintain sole responsibility for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet. Client will maintain appropriate administrative, physical, and technical safeguards to protect the Curriculum from misuse, unauthorized access, or improper alteration. Client shall ensure that its use of the Curriculum complies with applicable law and all safety instructions and regulations. Client will not undertake or permit any unlawful, improper, or unsafe use of the Curriculum.
6. Term
This Agreement shall begin on the Effective Date and continue for a period of thirty-six (36) months. Any additional purchase order signed by Client shall automatically renew the term and amend the Effective Date to the date of the most recent purchase order. Client may terminate this Agreement on each twelve (12) month anniversary of the Effective Date by providing thirty (30) days written notice and returning any unused and renewable Kits to TW or, in the event return is not possible, by paying for any unreturned Kits in accordance with TW’s standard pricing schedule.
7. Confidentiality
The parties shall treat each other’s confidential information with the same degree of care each accords to their own confidential information and, in any event, no less than a reasonable degree of care. The parties shall not disclose confidential information except as required under this Agreement or by applicable law. Notwithstanding the foregoing, Client hereby grants to TW a non-exclusive, non-transferable, royalty-free license, during the Term, to use any Client trademarks, service marks, and logos solely for the purposes of marketing the existence of the business relationship contemplated by this Agreement.
8. Limitation & Liability
In no event shall TW be liable for any indirect, incidental, special, exemplary, consequential, or punitive losses, damages, or expenses arising under this Agreement or relating to the Curriculum, including but not limited to, loss of profit, loss of use, or business interruption, even if TW has been advised of the possibility of such damages. TW’s total liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed $1,000. The Client agrees to comply with all applicable safety regulations, standards, and laws relating to the use of the Curriculum. The Client acknowledges that they have been properly informed about the safety instructions for using the Curriculum and shall follow all such instructions. The Client further acknowledges that improper use of the Curriculum may result in injury, death, damages, and loss, and agrees that TW shall not be liable for any injury, death, damages, or loss resulting from any use or misuse of the Curriculum whatsoever.
9. Indemnification
Client agrees to indemnify, defend, and hold harmless TW and its affiliates, officers, directors, and agents, from and against any claim, cost, or liability, including attorneys’ fees (collectively referred to as “Damages”), arising out of: (a) the use or misuse of the Curriculum by or through Client or any member of its workforce; (b) any breach by Client of any term of this Agreement; (c) the actions of any person gaining access to the Curriculum through a Client account or location; and (d) the negligence or misconduct of Client or any member of its workforce in relation to the use of the System.
10. Force Majeure
TW shall not be liable to Client for any failure or delay in the performance of its obligations hereunder, to the extent such failure or delay is caused by fire, flood, earthquakes, other elements of nature; acts of war; terrorism, riots, civil disorders, rebellions or revolutions; epidemics, communication line or power failures; governmental laws, court orders or regulations; or any other cause beyond TW’s sole and reasonable control.
11. Governing Law
The interpretation of this Agreement and the resolution of any disputes arising under this Agreement shall be governed by the laws of the State of Delaware, without giving effect to its principles of the conflict of laws.
12. Severability
Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.
13. Waiver
No term of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented.
14. Entire Agreement
This Agreement constitutes the entire agreement and understanding between Client and TW concerning the subject matter hereof. This Agreement supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between Client and TW (including, but not limited to, any prior versions of this Agreement).
15. Modification
TW may update this Agreement from time to time, including by adding entirely new terms and deleting existing terms. Client’s use of the Curriculum after the date of the changes constitutes Client’s acceptance of the updated Agreement. Client agrees that it retains the responsibility for verifying the current version of this Agreement by checking this page prior to executing a purchase order.
16. Arbitration
Client agrees to attempt to resolve any disputes in good faith by providing information about the issue and working with TW for at least thirty (30) days to attain a resolution. In the event a resolution is not possible, Client agrees to submit any dispute exclusively to binding arbitration in the venue of TW’s choice and not to pursue any other form of legal action.