Last Revised: August 19, 2020
Welcome to Thrive Global! We’re excited to be able to share our mission with you, and for you to start taking microsteps to improve your well-being and performance. We at Thrive Global hope to be a part of your journey to thriving every day!
Please read these Terms of Service (this “Agreement”) carefully. This Agreement is a legal contract between you (“User”, “you” or “your”) and Thrive Global Holdings, Inc. (“Thrive Global”, “we”, “our” or “us”), which sets out the terms and conditions that govern your use of any websites owned or controlled by Thrive Global, including, but not limited to, the websites located at https://www.thriveglobal.com, https://shop.thriveglobal.com/, https://thrivechallenge.com, and https://zpchallenge.com/ (collectively, the “Sites”), related mobile applications (the “Apps”) and any related content, information, services, technology features or resources (collectively with the Sites and the Apps, the “Services”). By accessing or using the Services or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
PLEASE NOTE THAT SECTION 12 OF PART I OF THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THIS AGREEMENT ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IF THERE IS A DISPUTE, SO PLEASE READ IT CAREFULLY.
Part I of this Agreement is for all Users of the Services (including, without limitation, content providers and purchasers of goods or services from Thrive Global). Part II of this Agreement for all Users who use the Mobile Services (as defined below) and Apps. Part III sets forth additional terms between you and Thrive Global that apply to you if you upload, post, e-mail, transmit, or otherwise make Content available through the Services. Please note that this Agreement is subject to change by Thrive Global in its sole discretion at any time. When changes are made, we will make a new copy of this Agreement available on the Sites and Apps. We will also update the “Last Revised” date at the top of this Agreement. If we make any material changes, and you have registered with us to create an Account, we will also send an e-mail to you at the last e-mail address you provided to us pursuant to this Agreement or notify you through other reasonable means. Your continued use of the Services constitutes your acceptance of such changes. IF YOU DO NOT AGREE TO COMPLY WITH THESE OR ANY FUTURE TERMS OF SERVICE, DO NOT USE OR ACCESS (OR CONTINUE TO USE OR ACCESS) THE SERVICES. Please regularly check the Sites and/or Apps to view the then-current Terms of Service.
1.1 Registering Your Account
In order to access certain features of the Services, you may be required to become a Registered User. For purposes of this Agreement, a “Registered User” is a User who has registered an account (“Account”).
1.2 Registration Data
In registering an Account, please provide true, accurate, current and complete information about yourself as prompted by the registration form (“Registration Data”) and maintain and promptly update the Registration Data accordingly. You represent that you are at least 18 years old (or the age of majority in your place of residence) and not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You represent that you are not barred from using the Services under any applicable law and that you will be responsible for all activities that occur under your Account. Please monitor your Account to restrict its use by minors and other unauthorized users and agree not to share your Account or password with anyone. You further agree to notify Thrive Global immediately of any use of your password without your permission or authority or any other breach of the security of your Account and to exit from your Account at the end of each session. You agree not to create an Account using a false identity or alias or if you previously have been banned from using any of the Services. You further agree that you will not maintain more than one Account for the same Thrive Global service at any given time. Thrive Global reserves the right to remove or reclaim any usernames at any time and for any reason.
1.3 Your Account
Subject to rights in Your Content (defined below in Part II if you are a content provider), you acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are owned by and inure to the benefit of Thrive Global.
You acknowledge and agree that any ideas, suggestions, documents, and/or proposals related to the Services (“Feedback”) that you submit to Thrive Global is non-confidential, and you represent and warrant that you have all rights necessary to submit the Feedback to Thrive Global. You hereby grant to Thrive Global the perpetual, irrevocable, worldwide, sublicenseable (directly and indirectly through multiple tiers), transferable right to copy, display, distribute, modify, disclose and otherwise use the Feedback in any way at any time without any additional approval or compensation or attribution. You agree not to submit to us any information or ideas that you consider to be confidential or proprietary.
3. Ownership of the Services.
3.1 Use of the Services.
Thrive Global and its licensors and suppliers own all rights, title and interest in the Services, including the content displayed through the Services (other than User Content, as defined below). The Services are protected by copyright and other intellectual property laws throughout the world. Unless you have a separate written agreement with Thrive Global stating otherwise, you agree to use the Services solely for your personal non-commercial purposes. Unless otherwise expressly authorized herein or in the Services, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. Any future release, update or other addition to the Services shall be subject to this Agreement. Thrive Global, its licensors and suppliers reserve all rights not granted in this Agreement.
Thrive Global’s and ZP Group’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Thrive Global and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the trademarks displayed on the Services, without our prior written permission in each instance.
The technology and software underlying the Services or distributed in connection therewith are the property of Thrive Global, its affiliates, and its licensors (including the Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Thrive Global.
4. Restrictions on Use of Services
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, transfer, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) you shall not enclose any trademark, logo or Services (including content, page layout or form) of Thrive Global; (c) you shall not use any metatags or other “hidden text” using Thrive Global’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not directly or indirectly “scrape” or download data from the Services (except if we have expressly granted such rights in writing) or otherwise engage in or use any data mining, robots, or similar data gathering or extraction method; (f) you shall not access the Services to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, distributed or republished in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Services or use the Services in any way not expressly permitted by this Agreement; (j) you shall not attempt to harm our Services or otherwise interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services; (k) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (l) if you are blocked by Thrive Global from accessing the Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network); and (m) violate any applicable local, state, national, or international law, or any regulations having the force of law. Any unauthorized use of the Services terminates the rights and licenses granted by Thrive Global pursuant to this Agreement.
5. Third-Party Links.
From time to time, Thrive Global may offer you the opportunity to participate in challenges or other promotions through the Sites and Apps (collectively, “Promotions“). Participation in such Promotions will be subject to separate terms and conditions made available by Thrive Global. In the event of any conflict between this Agreement and any such terms and conditions, such terms and conditions will govern with respect to the applicable Promotion. You may not transfer, assign, sell, trade or barter any prize, premium of other benefit you receive through a Promotion. Any Content you submit in connection with a Promotion is considered “Your Content” and subject to the terms and conditions set forth in Part II below. Further, if you are selected as a winner of a Promotion, you agree to Thrive Global’s use of your name, address, likeness, and/or prize information for promotional purposes in any medium without additional compensation to the extent permitted by law.
You agree to be bound by our decisions, which are final and binding in all matters relating to Promotions. Promotions are subject to all applicable federal, state and local laws, rules and regulations. Promotions are void where they are prohibited, restricted or taxed.
BY PARTICIPATING IN A PROMOTION, YOU AGREE TO RELEASE THRIVE GLOBAL AND ITS AGENTS FROM ANY AND ALL LIABILITY, LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH PARTICIPATION IN ANY PROMOTION-RELATED ACTIVITY OR THE RECEIPT, USE OR MISUSE OF ANY PRIZE THAT YOU MAY RECEIVE.
You agree to indemnify and hold Thrive Global, its parents, subsidiaries, affiliates, officers, employees, agents, partners, licensors and suppliers (collectively, the “Thrive Global Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content (if you are a content provider); (b) your use of, or inability to use, the Services; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Thrive Global reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Thrive Global in asserting any available defenses. This provision does not require you to indemnify any of the Thrive Global Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, this Agreement or your access to the Services.
8. Disclaimer of Warranties and Conditions.
YOU UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THRIVE GLOBAL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES, THIS AGREEMENT AND/OR ANY PRODUCTS SOLD THROUGH THE SERVICES. THRIVE GLOBAL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. THE LAWS OF CERTAIN STATES DO NOT ALLOW LIMITATIONS OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
YOU EXPRESSLY AGREE AND UNDERSTAND THAT THRIVE GLOBAL IS NOT A LICENSED HEALTH CARE PROVIDER AND THAT THE SERVICES ARE NOT A SUBSTITUTE FOR INDEPENDENT MEDICAL CARE BY A QUALIFIED HEALTH CARE PRACTITIONER. THRIVE GLOBAL MAKES NO WARRANTIES OR ASSURANCES WITH RESPECT TO THE THERAPEUTIC BENEFITS OF THE SERVICES.
9. Limitation of Liability.
9.1 Disclaimer of Certain Damages
YOU UNDERSTAND AND AGREE THAT THRIVE GLOBAL PARTIES IS NOT LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THRIVE GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES, INCLUDING PRODUCTS SOLD THROUGH OUR SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR ELECTRONIC TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
9.2 Cap on Liability
IN NO EVENT WILL THRIVE GLOBAL PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THRIVE GLOBAL IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
9.4 Basis of the Bargain
The limitations of damages set forth above are fundamental elements of the basis of the bargain between you and Thrive Global.
The laws of some states do not allow for the exclusion or limitation of certain damages. If these laws apply to you, some or all of the foregoing disclaimers, exclusions and limitations may not apply to you and you might have other rights. In particular, if you are a User from New Jersey, the foregoing sections titled “Indemnification”, “Disclaimer of Warranties and Conditions” and “Limitation of Liability” are intended to be only as broad as is permitted under the laws of the state of New Jersey. If any portion of these sections is held to be invalid under the laws of the state of New Jersey, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable Sections.
If you have violated or acted inconsistently with the letter or spirit of this Agreement, if we are required to do so by law (e.g., where the provision of any of the Services is, or becomes, unlawful), or if we choose to discontinue the Services (in whole or in part), we have the right to, immediately and without notice, suspend or terminate any the Services provided to you. If we become aware of any possible violations by you of this Agreement, we reserve the right to investigate such violations. In the event that we believe, in our sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated inappropriate conduct, we reserve the right to: (i) warn you via e-mail (to any e-mail address you have provided to us); (ii) notify and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. If, as a result of the investigation, we believe that illegal activity has occurred, we reserve the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. We reserve the right, in our sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you. You agree that all terminations shall be made in our sole discretion and that we shall not be liable to you or any third-party for enforcing this provision.
10.2 Effect of Termination.
Termination includes removal of access to and barring of further use of the Services, including deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content (if you are a content provider). Thrive Global will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content (if you are a content provider). All provisions of this Agreement which by their nature should survive, shall survive termination of your use of the Services, including without limitation, ownership provisions, warranty disclaimers, indemnification obligations and limitation of liability.
10.3 No Subsequent Registration.
If your registration(s) with or ability to access the Services is discontinued by Thrive Global, you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise. In the event that you violate the immediately preceding sentence, Thrive Global reserves the right, in its sole discretion, to immediately take any or all of the actions set forth in this Agreement without any notice or warning to you.
11. International Users.
The Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Thrive Global intends to announce such Services or Content in your country. The Services are controlled and offered by Thrive Global from its facilities in the United States of America. Thrive Global makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
12. Dispute Resolution.
If you have any questions, complaints or claims with respect to the Services, please contact us first at Thrive Global Holdings, Inc., Thrive Global Holdings, Inc. 599 Broadway, 6th Floor, New York, NY 10012, Attn: Legal, or [email protected] and we’ll do our best to address your concerns.
THE PROVISIONS OF THIS SECTION 12 APPLY TO ANY USERS OF THE SERVICES, WHETHER AUTHORIZED OR UNAUTHORIZED. PLEASE READ THIS CAREFULLY AS IT AFFECTS YOUR RIGHTS.
- Any and all disputes between you and us and our employees, agents, successors, or assigns, regarding or relating to the Services or this Agreement shall exclusively be settled through binding and confidential arbitration.
- Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration and, if the arbitrator deems them applicable, the procedures for consumer-related disputes.
- You are giving up your right to go to court to assert or defend your rights except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator and not a judge or jury.
- You and we must abide by the following rules: (i) any claims brought by you or us must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (ii) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (iv) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator shall honor claims of privilege and privacy recognized at law; (vi) the arbitrator’s award shall be final and may be enforced in any court of competent jurisdiction; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees’ and litigation expenses, and then in such instance, the fees and costs awarded shall be determined by the applicable law.
- Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the state or federal courts located in New York, New York. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in New York, New York in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within New York, New York for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
- With the exception of Sections 12(d)(i) and 12(d)(ii) (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with this Agreement, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either Section 12(d)(i) or 12(d)(ii) (prohibiting arbitration on a class or collective basis) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be void, and neither you nor we shall be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York, New York.
- Notwithstanding any provision in this Agreement to the contrary, if we seek to terminate the Dispute Resolution section as included in this Agreement, any such termination shall not be effective until thirty (30) days after the version of this Agreement not containing the agreement to arbitrate is posted to the Services, and shall not be effective as to any claim of which you provided Thrive Global with written notice prior to the date of termination.
- For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org. For more information on JAMS, it’s Rules and Procedures, and how to file an arbitration claim, you may call JAMS at 800-352-5267 or visit the JAMS website at http://www.jamsadr.com.
- Any and all controversies, disputes, demands, counts, claims, or causes of action between you and Thrive Global and our employees, agents, successors, or assigns, regarding or relating to this Agreement or the Services shall exclusively be governed by the internal laws of the State of New York, without regard to its choice of law rules and without regard to conflicts of laws principles except that the arbitration provision shall be governed by the Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13. General Provisions.
13.1 Electronic Communications
The communications between you and Thrive Global use electronic means, whether you visit the Services or send Thrive Global e-mails, or whether Thrive Global posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Thrive Global in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Thrive Global provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
You hereby release Thrive Global Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of this Agreement or your use of the Services. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Thrive Global Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Sites or any Services provided hereunder.
This Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Thrive Global’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Thrive Global may freely assign this Agreement, and subcontract, delegate or otherwise transfer its rights and obligations hereunder, without your consent.
13.4 Force Majeure
Thrive Global shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Where Thrive Global requires that you provide an e-mail address, you are responsible for providing Thrive Global with your most current e-mail address. In the event that the last e-mail address you provided to Thrive Global is not valid, or for any reason is not capable of delivering to you any notices required/permitted by this Agreement, Thrive Global’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Thrive Global at the following email: [email protected]. You may also give notice via mail to Thrive Global Holdings, Inc., Thrive Global Holdings, Inc. 599 Broadway, 6th Floor, New York, NY 10012, Attn: Legal, or [email protected]. Such notice shall be deemed given when received by Thrive Global by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
13.8 Export Control
You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws. In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Thrive Global are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Thrive Global products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations. If you access or use the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws.
13.9 Consumer Complaints
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.10 Entire Agreement
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
In addition to all provisions of Part I of this Agreement, the provisions of Part II of this Agreement shall apply to Users that use the Mobile Services and Apps.
1. Mobile Services and Software.
1.1 Mobile Services
The Services include certain services that are available via a mobile device, including (i) the ability to upload Content to the Services via a mobile device, (ii) the ability to browse the Service and the Sites from a mobile device, and (iii) the ability to access certain features and content through Apps (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
1.2 App License
Subject to these Terms of Service, Thrive Global hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Apps on one mobile device and (b) use the Apps for your own personal use solely to access and use the Services. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App for another device on which you also agreed to these Terms of Service. Each instance of the Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
1.3 Third Party Distribution Channels
Thrive Global offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Software: With respect to Apps that are made available for your use in connection with an Apple-branded product (the, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
(a) Thrive Global and you acknowledge that these Terms of Service are concluded between Thrive Global and you only, and not with Apple Inc. (“Apple”), and that as between Thrive Global and Apple, Thrive Global, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
(b) You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
(c) Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions.
(d) Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
(e) Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Thrive Global’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
(f) Thrive Global and you acknowledge that Thrive Global, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
(g) In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Thrive Global and Apple, Thrive Global, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
(h) You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
(i) If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Thrive Global as follows: Thrive Global Holdings, Inc. 599 Broadway, 6th Floor, New York, NY 10012, Attn: Legal, or [email protected].
Thrive Global and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
Google-Sourced Software: The following applies to any App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Thrive Global only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Thrive Global, and not Google, is solely responsible for Thrive Global’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Thrive Global’s Google-Sourced Software.
1.4 Open Source Software
The Software may contain or be provided together with open source software. Each item of open source software is subject to its own license terms, which can be found in the Software documentation or the applicable settings, help, legal, notice, or about menu or source files. If required by any license for particular open source software, Thrive Global makes such open source software, and Thrive Global’s modifications to that open source software (if any), available by written request to [email protected]. Copyrights to the open source software are held by the respective copyright holders indicated therein.
1.5 Push Messaging Express Consent
By consenting to receive content-related messages from Thrive Global when you register for an Account, you expressly agree that we may communicate with you regarding the Services generally by push notification directed to your mobile device and that certain information about your usage of the app may be communicated to us.
In addition to all provisions of Part I of this Agreement (and Part II if you use the Mobile Services and Apps), the provisions of Part III of this Agreement shall apply to Users that upload, post, e-mail, transmit, or otherwise make Content available through the Services.
1. Responsibility for Content.
1.1 Types of Content
You acknowledge that all information (including payment information), data, pictures, or other content (“Content”) on the Services is the sole responsibility of the party from whom such Content originated. This means that you, and not Thrive Global, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Services (“Your Content”), and that other Users of the Services, and not Thrive Global, are similarly responsible for all Content they make available through the Services (together with Your Content, “User Content”). For clarity, Your Content includes anything you upload as a Thrive Global contributor. Under no circumstances will Thrive Global be liable in any way for any Content of any third parties (including User Content), including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any such Content.
1.2 No Obligation to Pre-Screen Content
You acknowledge that Thrive Global has no obligation to pre-screen Content (including, but not limited to, User Content), although Thrive Global reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into this Agreement, you hereby consent and agree that you will never revoke such consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content. In the event that Thrive Global pre-screens, refuses or removes any Content, you acknowledge that Thrive Global will do so for Thrive Global’s benefit, not yours. Without limiting the foregoing, Thrive Global shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
1.3 Your Content
Thrive Global does not claim ownership of Your Content. You are solely responsible for all Your Content and you represent, warrant and covenant that (a) Your Content will not (i) infringe or misappropriate any intellectual property or other rights of a third party, (ii) contain software viruses or similar computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, (iii) pose or create a privacy or security risk to any person, (iv) constitute unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation, (v) be unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory or otherwise objectionable in the sole judgment of Thrive Global, (vi) restrict or inhibit any other person from using or enjoying the Services, or which may expose Thrive Global or its users to any harm or liability of any type, (vii) involve any commercial activities and/or sales without Thrive Global’s prior written consent or (v) impersonate any person or entity, including any employee or representative of Thrive Global; or (b) you have the right to upload You Content under any applicable law or under contractual or fiduciary relationships. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Services.
1.4 License to Your Content
While you retain ownership of Your Content, you acknowledge that, by submitting such Content to us, we may use Your Content in connection with providing the Services and otherwise in connection with our business operations. You hereby grant to Thrive Global and its affiliates a nonexclusive, worldwide, royalty-free, fully paid up, perpetual, irrevocable, sublicenseable (directly and indirectly through multiple tiers), transferable license to copy, distribute, display, modify and otherwise use Your Content in connection with developing, providing and promoting the Services and otherwise in connection with our business operations, including, without limitation, for commercial purposes. For the clarity, the foregoing license permits Thrive Global to (a) editorialize Your Content and publicly post it to the Services such that other Users may access Your Content; and (b) sublicense Your Content to its partners.
In addition, you understand that Thrive Global gleans valuable insights from Your Content and the aggregated and/or anonymized data that is derived from your and others’ use of the Services, including information derived from Your Content. You acknowledge and agree that Thrive Global may create such aggregated and/or anonymized data from or using Your Content and other metrics related to your usage of the Services. You hereby consent to Thrive Global’s use of such aggregated and/or anonymized data in connection with its internal operations and functions, including, but not limited to, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes, as well as for Thrive Global’s other business purposes. You acknowledge and agree that Thrive Global may copy, display, distribute, modify, transfer, disclose and otherwise use any such aggregated and/or anonymized data. The foregoing rights set forth in this paragraph are perpetual, irrevocable, worldwide, transferable and sublicenseable (directly and indirectly through multiple tiers) by Thrive Global. Please note that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services.
1.5 Backing up User Content
We are not obligated to backup User Content, and Your Content may be deleted at any time without prior notice – accordingly we recommend you store and backup copies elsewhere.
1.6 Do not send us confidential information in Your Content.
Please note that User Content will not be treated as confidential information – accordingly, you agree not to submit to us any information or ideas that you consider to be confidential or proprietary. You acknowledge that your communications with other Users via the Services are public and not private communications, and that you have no expectation of privacy in respect of such communications.
Without limiting the foregoing, you acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Thrive Global, its Users and the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
1.7 No Fees
You agree that you shall not be entitled to any monetary compensation in connection with Your Content.
1.8 Copyright Complaints
Thrive Global respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Thrive Global of your infringement claim in accordance with the procedure set forth below.
Thrive Global will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Thrive Global’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”). You may also contact us at:
Thrive Global Holdings, Inc.
599 Broadway, 6th Floor
New York, NY 10012
To be effective, the notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Services, with enough detail that we may find it on the Services;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that Your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in Your Content, you may send a written counter-notice containing the following information to the Copyright Agent:
- your physical or electronic signature;
- identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
- your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located in New York, New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Thrive Global will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Thrive Global has adopted a policy of terminating, in appropriate circumstances and at our sole discretion, Users who are deemed to be repeat infringers. We may also at our sole discretion limit access to the Services and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.