Terms of Service

Welcome to thinkneverland.com and the Think Neverland platform (collectively, the “Services”), operated by Think Neverland, LLC (“Company,” “we,” “us,” or “our”), a limited liability company organized under the laws of the State of Ohio. Think Neverland is a venture studio that builds, incubates, and operates software products in partnership with founders and contributors. By accessing or using our Services, you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the Services.

1. Defined Terms

In these Terms, the following definitions apply:

• “Company,” “we,” “us,” or “our” means Think Neverland, LLC, a limited liability company organized under the Ohio Revised Code.
• “Platform” means the Think Neverland web application accessible at thinkneverland.com and all related subdomains, APIs, and interfaces.
• “Services” means the Platform, the Venture Studio program, all software products operated by the Company, and all related tools, features, and communications.
• “Venture Studio” means the Company's business of building, incubating, and operating software products in partnership with founders and contributors.
• “Venture Agreement” means any separately executed written agreement between you and the Company governing your participation in the Venture Studio, including but not limited to operating agreements, revenue-share agreements, IP assignment agreements, and NDAs.
• “User,” “you,” or “your” means any individual who accesses or uses the Services.
• “Content” means all text, graphics, logos, icons, images, code, software, trademarks, trade dress, and other materials available on or through the Services.

2. Acceptance of Terms

By accessing or using our Services, you confirm that you are at least eighteen (18) years of age (or the age of majority in your jurisdiction), that you have the legal capacity to enter into a binding agreement, and that you agree to comply with these Terms, our Privacy Policy, and our Cookie Policy, each of which is incorporated into these Terms by reference.

If you are accessing or using the Services on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” and “your” will refer to that entity.

3. Description of Services

Think Neverland, LLC operates as a venture studio. Our Services include:

• Marketing Website: Information about our company, products, and Venture Studio program.
• Pitch Submission Platform: A form through which individuals may submit ideas and venture proposals for evaluation.
• Venture Studio Platform: A collaborative platform for accepted ventures, including project management, team coordination, legal document management, milestone tracking, and financial operations (revenue sharing via Stripe Connect).
• Software Products: Various software products developed and operated by the Company, including but not limited to developer tools and SaaS applications for the print and imprinting industry.

4. Idea and Pitch Submissions

THIS SECTION IS CRITICALLY IMPORTANT. PLEASE READ IT CAREFULLY BEFORE SUBMITTING ANY IDEA OR PITCH.

4.1 No Obligation

Submission of an idea, pitch, or venture proposal through our Services does not create any obligation on the part of the Company to review, respond to, accept, develop, fund, or compensate you for your submission. We receive many ideas and may already be developing or considering similar concepts independently.

4.2 No Confidential Relationship

By submitting an idea or pitch, you acknowledge and agree that no confidential, fiduciary, agency, or other special relationship is established between you and the Company solely by virtue of your submission. Your submission is made on a non-confidential basis. We are under no obligation to treat your submission as proprietary or confidential information.

If you require confidentiality protections for your idea, you must enter into a separate written non-disclosure agreement (NDA) with the Company before submitting any materials you consider confidential. No oral or implied agreement of confidentiality will be recognized.

4.3 No Fiduciary Duty

Nothing in these Terms, and no interaction through the Services (including pitch submission, evaluation, or communication), creates or implies a fiduciary duty, partnership, joint venture, employment relationship, or agency relationship between you and the Company. The Company does not owe you any duty of loyalty, care, or good faith solely by virtue of receiving your submission.

4.4 Independent Development

You acknowledge that the Company independently develops software products, tools, and services, and may currently be developing or may in the future develop products that are similar to or competitive with ideas contained in your submission. Nothing in these Terms shall be construed as restricting the Company from independently developing, acquiring, licensing, or marketing products or services that may be similar to or competitive with your submission, regardless of whether your submission is reviewed or accepted.

4.5 License to Submissions

You retain ownership of any original intellectual property contained in your submission. However, by submitting a pitch, you grant the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use, review, analyze, discuss, and build upon the concepts, ideas, and information contained in your submission for the purpose of evaluating potential partnerships, business opportunities, and internal research and development.

4.6 No Compensation for Submissions

You agree that you are not entitled to any compensation, credit, equity, royalty, or other consideration solely for submitting an idea or pitch, regardless of whether the Company develops a product or service that is similar to or based on your submission. Compensation, equity, and revenue-sharing arrangements, if any, are established only through separately executed Venture Agreements.

4.7 Representations Regarding Submissions

By submitting a pitch, you represent and warrant that: (a) you are the rightful owner of or have the right to submit the idea and any associated materials; (b) the submission does not infringe upon or misappropriate any third-party intellectual property or other rights; and (c) all information provided is truthful and accurate to the best of your knowledge.

5. Venture Studio Program

5.1 Acceptance and Venture Agreements

If your pitch is accepted into the Venture Studio program, your participation will be governed by separately executed Venture Agreements, which may include operating agreements, revenue-share agreements, intellectual property assignment agreements, NDAs, and other legal documents. These agreements will be presented to you through the Platform and must be executed before your participation begins.

5.2 Venture Agreements Override These Terms

In the event of any conflict or inconsistency between these Terms and a duly executed Venture Agreement, the Venture Agreement shall control with respect to the subject matter of that agreement. Equity, revenue share, intellectual property ownership, governance, and operational matters are governed exclusively by the applicable Venture Agreements.

5.3 Revenue Sharing

Revenue-sharing arrangements between the Company and venture participants are governed entirely by the terms of the separately executed revenue-share agreement. Nothing in these Terms creates, implies, or guarantees any right to revenue sharing, equity, or other financial interest.

5.4 Intellectual Property in Ventures

Intellectual property created during the course of a Venture Studio engagement shall be owned and licensed as specified in the applicable Venture Agreement. In the absence of such an agreement, all intellectual property created by the Company or its personnel remains the sole property of the Company.

5.5 Non-Reliance

You acknowledge and agree that in entering into any Venture Agreement or participating in the Venture Studio program, you are not relying on any statement, representation, warranty, or promise made by the Company or its representatives that is not expressly set forth in the applicable written Venture Agreement. Any prior or contemporaneous oral or written communications that are not memorialized in the executed Venture Agreement are not binding on the Company.

5.6 Platform Access

Access to the Venture Studio Platform is provided at the sole discretion of the Company. We reserve the right to suspend or terminate access to the Platform at any time, with or without cause, subject to the terms of any separately executed Venture Agreements.

6. User Accounts

Certain features of our Services require you to create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized use of your account
• Accept sole responsibility for all activity that occurs under your account

We reserve the right to suspend or terminate accounts that violate these Terms, that we reasonably believe are being used fraudulently, or that pose a security risk to the Services or other Users.

7. Intellectual Property

All Content on the Services — including but not limited to text, graphics, logos, icons, images, code, software, trademarks, and trade dress — is the property of Think Neverland, LLC or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, reverse engineer, decompile, disassemble, or otherwise exploit any Content from the Services without our prior written consent.

The Think Neverland name, logo, and all related product names, design marks, and slogans are trademarks of Think Neverland, LLC. You may not use any such marks without our prior written permission.

8. User Conduct

You agree not to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to any part of the Services, other accounts, or related systems or networks
• Interfere with or disrupt the Services' functionality, servers, or networks
• Use any automated means (bots, scrapers, crawlers, spiders, etc.) to access or collect data from the Services without our express written permission
• Transmit any viruses, worms, malware, ransomware, or other harmful code
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity
• Submit false, misleading, or fraudulent information through any form or feature, including pitch submissions
• Circumvent, disable, or interfere with any security-related features of the Services
• Use the Services to infringe upon or misappropriate any third-party intellectual property or other rights
• Violate any applicable export control laws, sanctions, or anti-corruption laws

9. Payment Terms

Certain Services may involve payment processing through Stripe, Inc. By using payment features, you agree to Stripe's Terms of Service and Connected Account Agreement, as applicable. The Company is not responsible for errors, delays, or issues arising from third-party payment processing. All fees are non-refundable except as expressly stated in the applicable Venture Agreement.

10. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE OUTCOME OF ANY VENTURE STUDIO ENGAGEMENT, INCLUDING THE SUCCESS, PROFITABILITY, OR VIABILITY OF ANY PRODUCT OR SERVICE DEVELOPED THROUGH OUR PROGRAM.

No Investment Advice. Nothing on the Services or in any communication from the Company constitutes investment advice, financial advice, trading advice, or any other sort of professional advice. You should not treat any of the Services' content as such.

No Legal Advice. Nothing on the Services or in any communication from the Company constitutes legal advice. You should consult your own legal counsel regarding any legal matters.

No Fiduciary Relationship. Use of the Services does not create a fiduciary relationship between you and the Company. The Company is not acting as your trustee, agent, advisor, or fiduciary in any capacity.

No Guarantee of Venture Success. The Company makes no guarantee, representation, or warranty that any venture, product, or service developed through the Venture Studio program will be successful, profitable, or commercially viable. Participation in the Venture Studio carries inherent business risks.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THINK NEVERLAND, LLC AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, AND AFFILIATES (COLLECTIVELY, THE “COMPANY PARTIES”) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE ACTUALLY PAID TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00 USD).

THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE COMPANY PARTIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, THE COMPANY PARTIES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company Parties from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees, court costs, and costs of investigation) arising out of or related to:

• Your use of or access to the Services
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or publicity rights
• Any content, information, or materials you submit through the Services, including pitch submissions
• Any misrepresentation made by you in connection with the Services or a pitch submission
• Any regulatory violation attributable to your actions or omissions
• Your participation in the Venture Studio program, except to the extent directly caused by the Company's gross negligence or willful misconduct

The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with the Company's defense of such claims.

13. Dispute Resolution & Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

13.1 Informal Resolution

Before initiating any formal dispute resolution proceeding, you agree to first contact us at hello@thinkneverland.com and attempt to resolve the dispute informally for at least thirty (30) days.

13.2 Mandatory Binding Arbitration

If the dispute cannot be resolved informally within thirty (30) days, any dispute, claim, or controversy arising out of or relating to these Terms or the Services (“Dispute”) shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator.

13.3 Venue

The arbitration shall be conducted in the State of Ohio, in the county where Think Neverland, LLC maintains its principal place of business, or at such other location as the parties may mutually agree. Alternatively, if permissible under AAA rules, the arbitration may be conducted remotely (e.g., via videoconference or telephone).

13.4 Waiver of Jury Trial

BY AGREEING TO THESE TERMS, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES.

13.5 Class Action and Class Arbitration Waiver

YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR COLLECTIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS OR REPRESENTATIVE PROCEEDING.

13.6 Small Claims Exception

Notwithstanding the foregoing, either party may bring an individual action in small claims court for Disputes within the jurisdictional limits of such court, provided the action remains in small claims court and is not removed or appealed to a court of general jurisdiction.

13.7 Opt-Out Right

You may opt out of the arbitration and class action waiver provisions in this Section 13 by sending written notice to hello@thinkneverland.com within thirty (30) days of your first use of the Services. Your notice must include your name, email address, and a clear statement that you wish to opt out of the arbitration provision. If you opt out, the remaining provisions of these Terms will continue to apply.

13.8 Survival

This arbitration agreement shall survive the termination of these Terms and your use of the Services.

14. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles. Think Neverland, LLC is a limited liability company organized under the Ohio Revised Code.

For any legal action or proceeding not subject to arbitration (including actions for injunctive or equitable relief), you consent to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Ohio. You waive any objection to jurisdiction or venue in such courts, including on the basis of forum non conveniens.

15. DMCA Notice-and-Takedown

If you believe that any Content on the Services infringes your copyright, you may submit a notification under the Digital Millennium Copyright Act (DMCA) to our designated agent:

• DMCA Agent: Think Neverland, LLC
• Email: hello@thinkneverland.com
• Subject Line: “DMCA Takedown Notice”

Your notification must include: (a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material to be removed and information sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the use is not authorized; and (f) a statement under penalty of perjury that the notification is accurate and you are authorized to act on behalf of the copyright owner.

16. Third-Party Links

The Services may contain links to third-party websites or services. We are not responsible for the content, privacy practices, terms, or availability of those third-party sites. Linking to a third-party site does not imply endorsement by the Company.

17. Termination

We may terminate or suspend your access to the Services at any time, with or without cause, with or without notice. Upon termination, your right to use the Services will immediately cease. Termination of your access to the Services does not relieve you of any obligations incurred prior to termination, nor does it affect the terms of any separately executed Venture Agreement.

18. Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the Company's reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, cyberattacks, power outages, internet service disruptions, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

19. Electronic Communications Consent

By using the Services, you consent to receiving electronic communications from the Company, including emails, Platform notifications, and other electronic messages. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

20. Export Control & Sanctions Compliance

You agree to comply with all applicable export control laws, sanctions, and regulations of the United States and any other applicable jurisdiction. You represent and warrant that you are not located in, organized under the laws of, or a resident of any country or territory that is subject to comprehensive U.S. sanctions, and that you are not designated on any U.S. government restricted party list.

21. Assignment

You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of the Company. The Company may assign these Terms, in whole or in part, without restriction and without notice to you. Any purported assignment in violation of this section is null and void.

22. Changes to These Terms

We reserve the right to modify these Terms at any time. Any changes will be posted on this page with an updated “Last updated” date. If we make material changes, we will provide notice via email to the address associated with your account or through a prominent notice on the Platform at least thirty (30) days before the changes take effect. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services.

23. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, or if not possible, severed from these Terms. The invalidity of any provision shall not affect the validity or enforceability of the remaining provisions, which shall remain in full force and effect.

24. Survival

The following sections shall survive any termination or expiration of these Terms: Section 1 (Defined Terms), Section 4 (Idea and Pitch Submissions), Section 5.2 (Venture Agreements Override), Section 5.4 (IP in Ventures), Section 5.5 (Non-Reliance), Section 7 (Intellectual Property), Section 10 (Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 13 (Dispute Resolution & Arbitration), Section 14 (Governing Law), Section 15 (DMCA), Section 18 (Force Majeure), Section 20 (Export Control), Section 21 (Assignment), Section 23 (Severability), this Section 24, and Section 25 (Entire Agreement).

25. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any separately executed Venture Agreements, constitute the entire agreement between you and Think Neverland, LLC regarding the Services. These Terms supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Services.

In the event of a conflict between these Terms and a duly executed Venture Agreement, the Venture Agreement shall control with respect to the subject matter of that agreement.

26. Contact Us

If you have questions about these Terms, please contact us:

• Think Neverland, LLC
• Email: hello@thinkneverland.com
• Subject Line: “Terms Inquiry”