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Business & Legal Terms Summary

This summary is a plain English version of the terms of using thrv Software and Services. You can find the legally binding terms and conditions below this summary.

You can cancel your subscription at any time.  

Your company owns your data in thrv and can export it at any time. 

You can purchase a non-exclusive license to thrv JTBD Content.

You own all the output from any thrv Services you purchase. 

You won’t be charged for expenses unless you approve them. 

Any personal information (e.g. email) will only be used for access to the thrv Software and will never be sold, rented or shared with any third parties. 

You can request your personal information be deleted from thrv at any time. 

Your data in the thrv Software is encrypted and adheres to industry security standards. 

You are not liable for any potential damages to thrv above what you have paid thrv in the previous 6 months. 

thrv will defend intellectual property infringement claims arising from your use of the thrv Software or Services. 

thrv provides Software and Services to other companies that can result in similar output.

thrv Terms of Service

The Terms of Service Agreement (“Terms”) is a legal agreement between thrv, LLC (“thrv”) and the entity (“Company” or “You”) using the thrv Software (“Software”) and/or Professional Services (“Services).” For the purposes of these Terms, employees and any contractors of the Company shall be referred to as agents of the Company (“Agents”).

When Company’s Agents create accounts on the Software or purchase Services, Company agrees to be bound by the following Terms.  

thrv reserves the right to update and change these Terms without notice.  In the event of any conflict between any of these Terms and any agreement between thrv and the Company regarding thrv Software or Professional Services, the terms of the agreement shall prevail.

Violation of any of these Terms may result in the termination of the Company’s account(s). This page was last updated on May 17, 2022.

USE OF THRV SOFTWARE

General Terms

1. Use of the Software is at the Company’s sole risk. The Software is provided on an “as is” and “as available” basis.

2. Technical support for the Software is provided via email.

3. Company understands that thrv uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Software.

4. thrv does not warrant that (i) the Software will meet the Company’s specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by the Company through the Software will meet expectations, and (v) any errors in the Software will be corrected.

5. The failure of thrv to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of such right or provision. Absent a separate agreement between the Company and thrv regarding the Company’s access to or use of the Software or the Professional  Services (in which case the terms and conditions of such agreement shall take precedence), these Terms of Service constitutes the entire agreement between the Company and thrv and governs the Company’s access to and use of the Software or Professional Services, superseding any prior and terminated or expired agreements between the Company and thrv (including, but not limited to, any prior versions of the Terms of Service).

6. Questions about the Terms of Service should be sent to questions@thrv.com.

7. Any new features that augment or enhance the current Software, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Software after any such changes shall constitute the Company’s consent to such changes.

8. The Company agrees that any and all disputes, claims or controversies arising out of or relating to this Terms of Service shall be submitted to JAMS (www.jamsadr.com), or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for non-binding arbitration as set forth herein. 

9. This Terms of Service shall be governed by and construed under the laws of the State of California. All disputes arising out of or related to this Terms of Service will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.  


Software Account Terms

1. The Company and its Agents are responsible for maintaining the security of accounts and passwords. thrv cannot and will not be liable for any loss or damage from the Company or its Agents failing to comply with this security obligation.

2. The Company is responsible for all content posted and activity that occurs under its Agents’ accounts.

3. The Company or its Agents may not use the Software for any illegal purpose or to violate any laws in its jurisdiction (including but not limited to copyright laws).

4. An Agent of the Company must provide their legal name, a valid email address, and any other information requested in order to complete the signup process.

5. A login and password can only be used by one person; a single login shared by multiple people is not permitted. In the software, an Agent may invite colleagues to create their own logins and the Company account administrator (“Owner”) can purchase subscriptions for them.

6. Anyone accessing thrv’s website or Software must be a human. Accounts registered by “bots” or other automated methods are not permitted and when discovered will be deactivated.

Payment, Refunds, Upgrading and Downgrading Terms

1. The Software may be offered with a free trial for thirty (30) days. If Company and its Agents wish to use the Software for more than thirty (30) days, they will only be able to continue using the Software by paying for a subscription. If Company fails to pay for a subscription, all of its thrv Software accounts will be frozen and inaccessible until payment is made. thrv Software accounts will be deactivated if payment for subscription is not made within 30 days of the expiration of the 30 day trial.

2. Rate changes for any upgrade or downgrade in plan levels will go into effect at the next billing cycle. There will be no prorating for downgrades in between billing cycles.

3. When the any Agent downgrades any Agent’s Subscription, it may cause the loss of features for Agents’ thrv Software account(s). thrv does not accept any liability for such loss.

4. All Software charges are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Company is responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes on thrv’s net income. Where required, thrv will collect those taxes on behalf of the taxing authority and remit those taxes to taxing authorities.

5. By providing a credit card or bank account to purchase subscriptions to the Software, the Company authorizes thrv to charge the credit card or bank account provided for all fees and charges payable in connection with the use of the Software. thrv is further authorized to use a third party to process payments and to disclose the payment information to such third parties. thrv takes the measures described in its Security Overview to protect payment information from disclosure to third parties.

6. The Company may purchase Annual Subscriptions to the Software with a Subscription Agreement executed outside of the Software. One Annual Subscription provides access to one user for one year from the date of payment. The price of your Annual Subscription Agreement must be paid in full via credit card or ACH payment before access to the Software is granted. 

Software Subscription Cancellation and Termination

1. Company will have an Owner stipulated in the thrv Software. The Owner shall be an Agent of the Company and responsible for properly managing subscriptions to the Software. The Owner can cancel paid subscriptions on the Billing Page by clicking the delete button next to the name of the user they wish to cancel. The Owner can cancel his or her own subscription by transferring ownership to another Agent in the Company and requesting the new Owner to cancel the subscription. If the Owner is the only user in the Company’s account, email questions@thrv.com to cancel the subscription.  

2. When a Subscription is canceled, the Agent whose Subscription is canceled will lose access to the Software and his or her content at the end of the current billing cycle. 

3. When the Subscription of the last Agent on the Company account is canceled, all Company content in the Software will be permanently deleted from active systems and logs within thirty (30) days of the end of the last billing period. Within sixty (60) days of the end of the last billing period, all content will be permanently deleted from thrv’s backups. This information can not be recovered once it has been permanently deleted. If access to the information back-up is needed within the sixty (60) days of canceling the Subscription of the last Agent in the Company, please send an email to questions@thrv.com.

4. If a Subscription is canceled before the end of the current paid up month (or year for Annual Subscriptions), the cancellation will take effect at the end of the current billing period, and the Company will not be charged again. There will not be any pro-rating of unused time in the last billing cycle.

5. thrv, in its sole discretion, has the right to suspend or terminate the Company’s Account(s) and refuse any and all current or future use of the Software for any reason at any time. Such termination of the Software will result in the deactivation or deletion of the Accounts or access to the Account(s), and thrv will collect no future payments. Upon termination, the Company can request an export of its data from the Software by sending an email to questions@thrv.com. thrv reserves the right to refuse service to anyone for any reason at any time.

Modifications to the Software and Prices

1. thrv reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, any part of the Software with or without notice.

2. Prices of Subscriptions are subject to change upon thirty (30) days notice from thrv. Such notice may be provided at any time by posting the changes to the thrv site or the Software itself; however, thrv shall also use commercially reasonable efforts to provide Company Account Owners of price changes via email thirty (30) days prior to any price change. The Company will be charged the new price in the next Billing Period.

3. thrv is not liable to the Company or to any third party for any modification, price change, suspension or discontinuance of the Software.

Copyright, Patent and Content Ownership

1. All Company content posted on the Software must not infringe the intellectual property rights of any third parties, including copyrights.

2. thrv disclaims all intellectual property rights in any content posted by the Company on the Software. All materials uploaded remain that of the Company. Company can export data from the Software at any time. For assistance exporting data from the Software, you can request an export by emailing questions@thrv.com.  

3. thrv does not pre-screen content, but reserves the right (although not the obligation) in its sole discretion to refuse or to remove any content posted on the Software.

4. thrv has all right, title an interest, including, without limitation, copyright  in the look and feel and functions of the Software. The Company may not duplicate, copy, or reuse any portion of the HTML, CSS, JavaScript, software code or visual design elements of the Software without express written permission from thrv.

5. Company (including its Agents) agrees not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Software, use of the Software, or access to the Software without the express written permission by thrv.

6. The Company may opt to receive “JTBD Content” from the “thrv Database” along with Software Subscriptions. Such JTBD Content may include a “Job-to-be-Done,” “Job Steps,” “Customer Needs,” “Notes,” and “Survey Data,” as defined by the thrv Online Course and in the thrv Software. The JTBD Content in the thrv Database has been developed by thrv independent of any Customer or thrv Software Subscriber. thrv is the sole Owner of such JTBD Content. Access to JTBD Content provided from the thrv Database is a non-exclusive, worldwide, perpetual license. As such, other thrv Software Subscribers may license the same JTBD Content from the thrv Database. Any edits or additions made by the Company to JTBD Content from the thrv Database will be owned by the Company. Further, any edits or additions made by the Company to JTBD Content from the thrv Database will not be shared with other thrv Software Subscribers nor with thrv Employees and Contractors unless the Company explicitly invites them to view it via the thrv Software. The price and specific scope of JTBD Content licensed by the Company from the thrv Database will be set in a Subscription Agreement. To maintain access to the JTBD Content after canceling the Company’s thrv Software Subscription, it must be exported from the thrv Software before canceling the Subscription of the last user in the Company’s thrv Software account.

Software Service Level

1. Availability of the Software. The Software will be available to the Company at least 95.0% of the scheduled available time (“Scheduled Available Time”) in any calendar month (the “Service Level Target”).  Scheduled Available Time shall not include time during which thrv may schedule routine maintenance of the Software during off-peak hours (i.e., 9:00 p.m. to 2:00 a.m. (Pacific Time)).  In the event the availability of the Software does not achieve the Service Level Target, the Company, as its sole remedy, shall be entitled, subject to the Company Reporting Obligations described below, to credits (“Credits”) in an amount equal to the percentage of the effective monthly Software Fees as follows:

Actual Available Time

(% of Scheduled Available Time per month)      Credit

90% - 94.99%                                              10% of Monthly Fee

85% - 89.99%                                              20% of Monthly Fee

84.99% or less                                            30% of Monthly Fee

2. Software Credit Limitation. No Credit shall be given if the unavailability of the Software is caused by any malfunction or failure of Company’s hardware, systems, other software, Company’s internet service provider, or “force majeure.” Force majeure will be considered any cause beyond thrv’s reasonable control including, without limitation, an act of war, terrorism, act of God, pandemic, epidemic, earthquake, flood, labor shortage or dispute, governmental act, hacker attack, or failure of the Internet.

3. Credit Verification Process. To be entitled to a Credit, the Company shall (i) report any unscheduled unavailability of the Software as soon as possible upon its occurrence, and in no case less than 24 hours from its occurrence (“Company Reporting Obligations”) to thrv at questions@thrv.com, and (ii) must request, in writing, any Credit due hereunder within thirty (30) days of the conclusion of the month in which it accrues. The Company hereby waives any right to Credits not reported as set forth in this section (Credit Verification Process).  Credits verified by thrv shall be applied to any subsequent Monthly Fee due under the Agreement or any additional fees incurred hereunder, or, if no such Monthly Fee or other fees become due, shall be paid, at the request of the Company, in U.S. Dollars from thrv upon the termination of this Agreement

USE OF THRV PROFESSIONAL SERVICES

1. Services

1.1 Statements of Work. thrv will provide Professional Services as set forth in one or more statements of work ("SOW(s)"), separately executed by thrv and the Company, providing for the provision of Professional Services. The Professional Services to be performed and/or delivered by thrv to the Company shall be in accordance with thrv’s proposal to the Company (the “Proposal”) and the terms and conditions found here at thrv.com/legal and the related SOW. The terms found here at thrv.com/legal will be incorporated and will apply, in their entirety, to all current and future SOWs as if such terms were restated in each such SOW, subject only to such modifications as are expressly provided in the SOW, which modifications shall prevail in the event of a conflict.

1.2 Services.  In consideration of the payment by the Company of all Services Fees associated with the Professional Services set forth in the applicable SOW, and the Company’s compliance with the terms and conditions found here at thrv.com/legal and the applicable SOW, thrv will provide the Company with the Professional Services set forth in the SOW. 

1.3 Ownership of Output. If thrv provides the Company with Professional Services  (which may include research, training, workshops, or analysis), the Company retains all right, titles, and interest in and to (i) any data provided to thrv and (ii) any output resulting from the application of the Services to such data. In furtherance of the foregoing, thrv hereby assigns the output of any fully paid for Professional Services to the Company. 

Notwithstanding the foregoing, the Company understands, acknowledges and agrees that thrv provides its Professional Services to many other customers and that the Company does not have any right to any such other customer’s data.  

In furtherance of the foregoing, the Company hereby agrees not to bring any claim, complaint, demand or legal, governmental or regulatory action against thrv or any customer of thrv for any output generated from the application of the Professional Services to the data of any such customer.  

Nothing herein prevents thrv from performing similar Professional Services that may or may not result in similar output for thrv and/or others and the creation of the output and delivery thereof shall in no way be deemed a violation of any of the Company’s rights.

2. Fees and Expenses

2.1 Service Fees. As consideration for providing the Professional Services, Company shall pay to thrv the compensation set forth in the applicable SOW (the “Service Fees”) in accordance with the pricing set forth therein. thrv shall invoice the Company for the Service Fees as the Professional Services are performed, which invoices shall be due and payable by the Company within thirty (30) days of receipt. 

2.2 Travel Expenses. Any travel, lodging, dining, and incidental expenses incurred by thrv in accordance with the mutual agreement of thrv and the Company in connection with providing the Professional Services shall be in accordance with the Company’s travel and entertainment expense reimbursement policy and shall be reimbursed by the Company upon receipt of an invoice thrv delivers to the Company that includes reasonable documentation substantiating such expense. If the Company does not have a travel and entertainment expense reimbursement policy, any such expenses shall be incurred in accordance with the mutual agreement of thrv and the Company. Notwithstanding the foregoing, air travel over one and a half hours by thrv employees in connection with providing the Professional Services will be business class.

2.3 Third Party Research Expenses. Any third-party expenses incurred by the Company in connection with the provision of the Professional Services by thrv will be approved in advance and paid for by the Company directly to the third party. thrv shall not incur or be responsible for any such third-party expenses.

2.4 Taxes. The Company must pay all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of the Professional Services and the transactions contemplated by the Professional Services (other than taxes based on thrv’s net income) and will indemnify thrv for all such taxes, fees or duties and/or related late payment fines and penalties incurred by thrv as a result of the Company’s failure to timely pay them.  

3. Professional Services Terms and Termination

3.1 Professional Services Terms and Termination. The Company agrees that these Terms will remain in effect for the longer of the duration of the Software Subscription or while the Company has an SOW in effect with thrv. Each SOW will commence on the effective date set forth therein and continue until the earlier of (i) the conclusion of the Professional Services provided for therein and (ii) its termination as hereinafter provided. Either thrv or the Company may terminate an SOW at any time for convenience. Further, notwithstanding anything stated herein to the contrary, thrv or the Company may immediately terminate one or more SOWs, effective upon written notice delivered via email, if either party: (i) becomes insolvent; (ii) files a petition in bankruptcy or reorganization or has such a petition filed against it (and fails to lift any stay imposed thereby within sixty (60) days after such stay becomes effective); (iii) has a receiver appointed with respect to all or substantially all of its assets; (iv) makes an assignment for the benefit of creditors; (v) ceases to do business in the ordinary course; (vi) takes any corporate action for its winding-up, dissolution or administration; (vii) enters into an agreement for the extension or readjustment of substantially all of its obligations; or (viii) breaches any provision of the SOW or these Terms.

3.2 Actions on Termination. On the effective date that an SOW expires or terminates, as the case may be, for any reason, each Receiving Party, as hereinafter defined, must promptly return or destroy the Disclosing Party’s, as hereinafter defined, Confidential Information and certify such return or destruction.  The following provisions will survive the expiration or termination of the SOW for any reason: Company Access; Ownership of Data and Output, Service Fees, Travel Expenses, Third Party Research Expenses, Taxes, Confidentiality, Indemnification, Limitation of Liability and 7 (Professional Services General Provisions)

4. Confidentiality

4.1 Definition. “Confidential Information” means (i) any information disclosed, directly or indirectly, by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to the SOW that is designated as “confidential” or in some other manner to indicate its confidential nature, and (ii) information otherwise reasonably expected to be treated in a confidential nature under the circumstances of disclosure or by the nature of the information itself.  Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information.

4.2 Limited Use and Maintenance. Receiving Party shall not use the Confidential Information of the Disclosing Party for any purpose except to exercise its rights and perform its obligations under the SOW.  Receiving Party shall not disclose, or permit to be disclosed, either directly or indirectly, any Confidential Information of Disclosing party, except to employees or contractors of the Receiving Party with a need to know, or to its advisors, or prospective investors or purchasers, each subject to a written obligation of confidentiality as least as restrictive as the obligation of confidentiality herein.  Receiving Party will take reasonable measures to protect the secrecy of, and avoid disclosure and unauthorized use of, the Confidential Information of Disclosing Party, and will take at least those measures that it takes to protect its own most highly confidential information.

4.3 Compelled Disclosure. If a Receiving Party is compelled by law or a court of competent jurisdiction to disclose the Disclosing Party’s Confidential Information, the Receiving Party will promptly notify the Disclosing Party in writing and will cooperate, at the Disclosing Party’s expense, in seeking a protective order or other appropriate remedy. If disclosure is ultimately required, Receiving Party will furnish only that portion of Disclosing Party’s Confidential Information that is legally required and will exercise reasonable efforts to obtain assurance that disclosure will receive confidential treatment.

5. Indemnification

5.1 thrv Indemnification. thrv shall (i) defend, or at thrv’s option settle, any claim brought against the Company by a third party to the extent it alleges that the deliverables of the Professional Services (excluding third-party materials) infringe any third-party patent, copyright or trade secret recognized under the laws of the United States, and (ii) pay, subject to the limitations of liability set forth herein, any damages awarded in a final judgment, or amounts agreed to in a monetary settlement, in any such claim defended by thrv, provided that the Company provides thrv (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by thrv in connection with the defense or settlement of any such claim. If any such claim is brought or, in thrv's judgment may be threatened, thrv may, at its sole option and expense: (a) procure for the Company the right to continue to use the applicable thrv Service; (b) modify the thrv Service to make it non-infringing; or (c) if none of the foregoing is commercially practicable, terminate this Agreement without further liability.

5.2  Disclaimer. THE FOREGOING PROVISIONS OF THIS SECTION 5 STATE THRV’S ENTIRE LIABILITY AND OBLIGATIONS, AND THE COMPANY’S EXCLUSIVE REMEDY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THRV.

5.3 Company Indemnification. The Company shall (i) defend, or at the Company’s option settle, any claim brought against thrv by a third party relating to (a) any data provided or made available by, or on behalf of, the Company; and (b) the Company’s use of the thrv Professional Services other than in accordance with this Agreement, and (ii) pay, subject to the limitations of liability in this Agreement, any damages awarded in a final judgment, or amounts agreed in a monetary settlement, in any such claim defended by the Company; provided that thrv provides the Company (i) prompt written notice of; (ii) sole control over the defense and settlement of; and (iii) all information and assistance reasonably requested by the Company in connection with the defense or settlement of, any such claim.

6 Limitation of Liability

6.1 Limitation of Liability Disclaimer. THE FOREGOING PROVISIONS STATE THRV’S ENTIRE LIABILITY AND OBLIGATIONS, AND THE COMPANY’S EXCLUSIVE REMEDY, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THRV. THE PROFESSIONAL SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.  THRV HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM CONDUCT OR COURSE OF DEALING.  

6.2 Limitation of Liability. EXCEPT FOR ANY ACTION BY THRV FOR NONPAYMENT, EACH PARTY’S BREACH OF SECTION 4 (CONFIDENTIALITY) OR THE COMPANY’S BREACH OF SECTION 1.3, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY. EXCEPT FOR ANY ACTION BY THRV FOR NONPAYMENT, EACH PARTY’S BREACH OF SECTION 4 (CONFIDENTIALITY), THE COMPANY’S BREACH OF SECTION 1 (SERVICES) OR THE COMPANY’S BREACH OF SECTION 1.3, EACH PARTY’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT PAID BY THE COMPANY UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE.    

7. Professional Services General Provisions

7.1   Relationship.  Nothing in this Agreement shall in any way be construed to constitute thrv as an agent, employee, partner or representative of the Company. thrv will have no authority to enter into contracts which bind the Company or create obligations on the part of the Company without the express prior authorization of the Company or pledge the credit of the Company.  Instead, thrv’s relationship with the Company will be that of an independent contractor performing the Services. To the extent applicable, if any, thrv agrees to furnish all tools and materials necessary to accomplish its responsibilities under this Agreement, and thrv shall incur all expenses associated with such performance with the exception of the expenses in Section 2.2 (Travel Expenses) and Section 2.3 (Third Party Expenses).

7.2   Information Security. thrv will comply with reasonable information security policies and requirements the Company provides to thrv by written notice reasonably in advance of the time compliance required.

 7.3   Assignment. Neither party may assign this Agreement nor any of its rights or obligations under this Agreement without the prior written consent of the other party, except that either of party may assign this Agreement without the other’s written consent as part of a corporate reorganization, upon a change of control, consolidation, merger, reincorporation, sale of all or substantially all of either party’s respective assets related to this Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

7.4   Force Majeure. Except for the obligation to pay money, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control including, without limitation, an act of war, terrorism, act of God, pandemic, epidemic, earthquake, flood, labor shortage or dispute, governmental act, hacker attack, or failure of the Internet.  The delayed party shall give the other party notice of such cause and shall use its reasonable commercial efforts to correct such failure or delay in performance.

7.5   Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without reference to conflict of laws principles.  The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.  All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.  If either party breaches or threatens to breach the provisions of Sections 1.3 or 4 (Confidentiality), each party agrees that the non-breaching party will have no adequate remedy at law and is therefore entitled to seek immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages subject to the terms of Section 7.6 (Disputes).

7.6   Disputes. thrv and the Company agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be submitted to JAMS (www.jamsadr.com), or its successor, for mediation, and if the matter is not resolved through mediation, then it shall be submitted to JAMS, or its successor, for non-binding arbitration as set forth herein. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from the JAMS panel of neutrals and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or at any time following 45 days from the date of filing the written request for mediation, whichever occurs first (“Earliest Initiation Date”). The mediation may continue after the commencement of arbitration if the parties so desire. At no time prior to the Earliest Initiation Date shall either side initiate an arbitration or litigation related to this Agreement except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements herein. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled until 15 days after the Earliest Initiation Date. The parties will take such action, if any, required to effectuate such tolling.

7.7   Miscellaneous. This Agreement, together with any SOW, is the sole agreement of the parties concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to said subject matter.  No terms of any SOW, acknowledgement or other form provided by the Company will modify this Agreement, regardless of any failure by thrv to object to such terms.  Any ambiguity in this Agreement shall be interpreted without regard to which party drafted this Agreement.  This Agreement may only be amended by a hard copy writing physically signed by both parties.  Any required notice shall be given by electronic mail to the email address below, or by overnight courier service or U.S. mail.  Notices will be deemed to have been given at the time of actual delivery in person, confirmed receipt if by electronic mail, or 1 business day after delivery to an overnight courier service. Waiver of any term of this Agreement or delay in enforcing any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of this Agreement.  Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Agreement, and the Agreement will continue in full force and effect without said provision. A business day means a day other than a Saturday, Sunday, bank holiday, the Friday after a bank holiday that falls on a Thursday, or the Monday before a bank holiday that falls on a Tuesday or, unless thrv has ceased operations, any other day on which thrv’s offices are closed.

thrv Privacy Policy

1. Information that is gathered from visitors to thrv.com

In common with other websites, log files are stored on the web server saving details such as but not limited to the visitor's IP address, browser type, referring page and time of visit. Cookies are used to remember visitor preferences when interacting with the website. Where registration is required, for example when creating an account for the thrv Software, the email address and name provided by the registrant will be stored on the server.

2. How the Information is used

The information is used to enhance the visitor's experience when using the website to display personalized content and possibly advertising. E-mail addresses will not be sold, rented or leased to third parties. E-mails may be sent to inform the Company and its Agents of news of thrv’s services or offers by thrv or its affiliates.

3. How we may disclose or share Personal Information

thrv does not sell or otherwise disclose Personal Information collected about the Company and its Agents, except thrv may share Personal Information:

  • to any law enforcement body, regulatory, government agency, court or other third party where disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend thrv’s legal rights, (iii) as may be required under thrv’s  insurance policies, or (iv) to protect the vital interests of the Company, its Agents, or those of any other person;

  • to an acquirer, successor, or assignee as part of any merger, acquisition, sale of assets, or similar transaction, or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of thrv’s business assets.

4. Visitor Options

If the Company or its Agents have subscribed to one of thrv’s services, they may unsubscribe by following the instructions which are included in the e-mail that they receive. They may be able to block cookies via browser settings, but this may prevent access to certain features of the website. At any time, the Company or its Agents can request that thrv delete Personal Information stored in its databases by emailing questions@thrv.com. thrv will comply with such requests within 5 business days.

5. Cookies

Cookies are small digital signature files that are stored by the web browser(s) used by the Company and its Agents and that allow preferences to be recorded when visiting the website. Also they may be used to track return visits to the website. Third party advertising companies may also use cookies for tracking purposes.

 

thrv Security Overview

This overview is provided for informational purposes only. It represents thrv’s current product offerings as of the date of issue of this document, which are subject to change without notice. The Company is responsible for making its own independent assessment of the information in this document and any use of thrv’s products or services, each of which is provided “as is” without warranty of any kind, whether express or implied. This document does not create any warranties, representations, contractual commitments, conditions or assurances from thrv, its affiliates, suppliers or licensors.

Contents

  1. Infrastructure Overview
  2. Application Security
  3. Data Encryption
  4. Data Recovery

1. Infrastructure Overview

thrv uses Amazon Web Services (“AWS”) to persistently store customer data and does not host customer data on its premises or store customer data with any other third party services. AWS is a leading cloud provider, and holds industry best security certifications, such as SOC2 and ISO 27001. Customer data sent to thrv and ingested around the world is sent to AWS data centers located in the United States.

2. Application Security

Security is part of thrv’s entire development process. thrv considers data protection as part of the implementation of systems and services:

  • thrv uses real-time protection AWS services that help it to protect from common DDoS attacks, such as SYN floods and UDP reflection attacks.

  • 24/7 monitoring and alert system for errors in thrv systems.

  • thrv’s software release cycle is very rapid, and security patches for third-party libraries are deployed soon after they are released.

  • Any personal data that thrv processes complies with thrv’s  Privacy Policy

3. Data Encryption

thrv uses an SSL certificate issued by Digicert to encrypt data that is sent from and to browsers used by the Company and its Agents preventing “man in the middle” attacks. The communication of the Company’s data with third party services is encrypted too.

thrv uses TLS1.2 to encrypt its data in transit, being the most up to date TLS’s version.

At rest, media files are encrypted with one of the strongest block ciphers available to encrypt the Company’s data, 256-bit Advanced Encryption Standard (AES-256).

The Company’s payment method data will not be stored in thrv  servers, thrv trusts Stripe to handle all payment transactions. Details for credit card information are transmitted and processed securely.

4. Data Recovery

thrv relies on the following practices: 

  • thrv uses Amazon Web Services to host our customer data. Automation of the system provision process through Infrastructure as Code allows thrv to reproduce and rebuild reliably its servers and services.
  • All data in the production environment will  be frequently snapshotted and stored durably. Backups are maintained for 21 days.