READ CAREFULLY:THIS TERMS OF SERVICE AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO BY AND BETWEEN THRIVENSOFT LLC., A DELAWARE LIMITED LIABILITY COMPANY (“THRIVENSOFT”) AND YOU, AND IS MADE EFFECTIVE AS OF THE DATE OF YOUR FIRST USE OF THIS WEBSITE ("SITE"), THIS AGREEMENT SETS FORTH THE GENERAL TERMS AND CONDITIONS OF YOUR USE OF THIS SITE. THIS AGREEMENT DOES NOT EXPLAIN THE LEGAL OBLIGATIONS NECESSARY FOR THE USE OF ANY PRODUCTS AND OR SERVICES PURCHASED OR ACCESSED THROUGH THIS SITE (INDIVIDUALLY AND COLLECTIVELY, THE “SERVICES”). ANY PRODUCTS OR SERVICES WILL REQUIRE THE ACCEPTANCE OF AGREEMENTS SPECIFICALLY WRITTEN FOR THOSE SERVICES. IN THE EVENT OF A CONFLICT BETWEEN THE PROVISIONS OF A SERVICES AGREEMENT AND THE PROVISIONS OF THIS AGREEMENT, THE PROVISIONS OF THE APPLICABLE SERVICES AGREEMENT SHALL CONTROL. SERVICES AGREEMENTS AND ADDITIONAL POLICIES APPLY TO CERTAIN SERVICES AND ARE IN ADDITION TO (NOT IN LIEU OF) THIS AGREEMENT.
THE TERMS “WE”, “US” OR “OUR” SHALL REFER TO THRIVENSOFT. THE TERMS “YOU”, “YOUR”, “USER” OR “CUSTOMER” SHALL REFER TO ANY INDIVIDUAL OR ENTITY WHO ACCEPTS THIS AGREEMENT, HAS ACCESS TO YOUR ACCOUNT OR USES THE SERVICES. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO CONFER ANY THIRD-PARTY RIGHTS OR BENEFITS.
IF YOU DO NOT AGREE OR DO NOT WISH TO BIND YOURSELF OR THE ENTITY YOU REPRESENT: DO NOT ACCESS OR USE THE WEBSITE AND DO NOT PAY FOR THE SERVICES.
Thrivensoft may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Thrivensoft may occasionally notify you of changes or modifications to this Agreement by email ,But Thrivensoft is under no obligation to do so. Therefore it is very important that you keep your account (“Account”) information current. Thrivensoft assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, Thrivensoft may terminate Your use of any Services for any violation or breach of any of the terms of this Agreement by You. Thrivensoft RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.
2.1 This Site and the Services are available only to U.S. Residents, individuals (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are:
2.2 If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Thrivensoft finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Thrivensoft shall not be liable for any loss or damage resulting from Thrivensoft’s reliance on any instruction, notice, document or communication reasonably believed by Thrivensoft to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Thrivensoft reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
3.1 In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to Thrivensoft that all information you submit when you create your Account is true,correct, and complete, and that you will keep your Account Information true,correct, and complete. If Thrivensoft has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, Thrivensoft reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation to your login, password, Payment Method(s) (as defined below) You must notify Thrivensoft immediately of any breach of security or unauthorized use of your Account. Thrivensoft will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Thrivensoft or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.
4.1 Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Serviceson a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time, this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
5.1 You acknowledge and agree that:
6.1 To create an account on our site You will need to submit certain personally identifiable information about you in order to register your account with us. such as your first name, last name, company name, username, password, phone number, your password is encrypted when stored in our database. You agree that we may send your parts of your account data that we deem necessary in our sole discretion to our third party companies such as Stripe for processing and payment.
7.1 This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Thrivensoft. Thrivensoft assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, Thrivensoft does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release Thrivensoft from any and all liability arising from your use of any third-party website. Accordingly, Thrivensoft encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each website that you may visit.
8.1 YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. Thrivensoft, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Thrivensoft, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND Thrivensoft ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
8.2 IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY Thrivensoft, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS (INCLUDING WITHOUT LIMITATION ITS CALL CENTER OR CUSTOMER SERVICE REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
8.3 THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
9.1 IN NO EVENT SHALL Thrivensoft, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Thrivensoft IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL Thrivensoft’S TOTAL AGGREGATE LIABILITY EXCEED $350.00 U.S. DOLLARS.
9.3 THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
10.1 You agree to protect, defend, indemnify and hold harmless Thrivensoft and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Thrivensoft directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
11.1 Thrivensoft makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
12.1 Disputes. The terms of this Section shall apply to all Disputes between you and Thrivensoft, For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Thrivensoft arising under or relating to any Thrivensoft Services or Products, Thrivensoft’s websites, these Terms, or any other transaction involving you and Thrivensoft, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND Thrivensoft AGREE THAT “DISPUTE” AS DEFINED IN THESE TERMS SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR Thrivensoft FOR (I) TRADE SECRET MISAPPROPRIATION, (II) PATENT INFRINGEMENT, (III) COPYRIGHT INFRINGEMENT OR MISUSE, AND (IV) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in these Terms, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
12.2 Binding Arbitration. You and Thrivensoft further agree: (i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms; (ii) these Terms memorialize a transaction in interstate commerce; (iii) the Federal Arbitration Act (9 U.S.C. §2, et seq.) governs the interpretation and enforcement of this Section; and (iv) this Section shall survive termination of these Terms. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction, as limited by the Limitation of Liability set forth in Section 8 of this Agreement and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties
12.3 Dispute Notice. In the event of a Dispute, you or Thrivensoft must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Thrivensoft must be addressed to: Thrivensoft, P.O. box 4561, Wilmington, DE 19807 Attn.: Legal Department (the “Thrivensoft Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Thrivensoft and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Thrivensoft may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
12.4 WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND Thrivensoft AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR Thrivensoft WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OF PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR OTHER PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.
12.5 Arbitration Procedure. If a party elects to commence arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) and governed by the Consumer Arbitration Rules of the AAA (“AAA Rules”) in conjunction with the rules set forth in these Terms, except that AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. The AAA Rules are at www.adr.org or by calling 1-800-778-7879. If there is a conflict between the AAA Rules and the rules set forth in these Terms, the rules set forth in these Terms shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws, as limited by the Limitation of Liability set forth in Section 8 of this Agreement. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by these Terms. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall also have exclusive authority to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (i) trade secret misappropriation, (ii) patent infringement, (iii) copyright infringement or misuse, or (iv) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in Wilmington, Delaware.
13.1 Headings. The titles and headings of this Agreement are for ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
13.2 AmendmentsThis Agreement sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, representations or agreements, whether written or oral, relating to the subject matter hereof, and there are no understandings or agreements that are not fully set forth herein.
13.3 Severability.The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
13.4 Waiver.No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement.
13.5 Choice of Law.This Agreement shall be interpreted under and construed in accordance with the laws of the State of Delaware, without regard to principles governing conflicts of law. The Parties unconditionally submit themselves and their respective property in any legal or equitable action or proceeding to the jurisdiction of the courts in and of the State of Delaware and waive any objection that the Parties now or hereafter may have to the venue to such action or proceeding.
13.6 Jury Trial.The Parties hereto waive their respective rights to have a trial by jury. Any action or proceeding by either Party to this Agreement against the other arising under this Agreement or from either Party’s performance thereunder, must be commenced within one (1) year from the date of the accrual of the cause of action or the claim shall be barred.
13.7. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.
13.8. NO THIRD-PARTY BENEFICIARIES Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
If you have any questions about this Agreement, please contact us by email or regular mail at the following address: