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Business & Legal Terms Summary

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

  • Terms: You can cancel your Statement of Work (“SOW”) with thrv at any time.
  • Expenses: You won’t be charged for expenses unless you approve them.   
  • Application Data: You own your data in the thrv Application Software. Upon your request, thrv will export the data to you or delete it for you at any time. 
  • Services: You own all the output from the thrv Services provided to you.
  • JTBD OS Code: You have a non-exclusive, worldwide, royalty-free, perpetual license to the source code in the JTBD OS upon termination of your SOW with thrv.
  • JTBD OS Modifications: You will receive Modifications thrv and other thrv Customers make to the JTBD OS while you and thrv Customers have an SOW in effect with thrv. You and thrv mutually own all Modifications you create to the JTBD OS when you have an SOW in effect with thrv. After you no longer have a SOW in effect with thrv, you exclusively own all modifications you make to the JTBD OS.
  • Your Customer Application Code: You own all the source code for your Customer Application that you and/or thrv develop on the JTBD OS as an output of thrv Services.
  • thrv Application Code: thrv owns all the source code in the thrv Application. 
  • Personal Information: Any personal information (e.g., email) will only be used for access to the thrv Application Software or JTBD OS and will never be sold, rented or shared with any third parties. 
  • Encryption & Security: Your data in the thrv Application Software and JTBD OS is encrypted and adheres to industry security standards.
  • Confidentiality: Your data in the thrv Application Software, JTBD OS, and used by thrv to provide the Services will be kept confidential. 
  • Liability: You are not liable for any potential damages to thrv above what you have paid thrv in the previous 6 months. 
  • IP Infringement: thrv will defend intellectual property infringement claims arising from your use of the thrv Application Software, JTBD OS, and Services. 
  • Output: thrv provides the thrv Application Software, the JTBD OS, and the Services for you and other companies that can result in similar output. 

DEFINITIONS

“Application Software” means a thrv hosted service, other than the JTBD OS and the output from the Services, offered by or on behalf of thrv that makes JTBD Content and other resources available to Company (directly or indirectly) hereunder including: (i) any new released, updates or versions thereof made available through unrestricted shipment (i.e., made generally available by thrv) pursuant to thrv support or warranty obligation; (ii) and any complete or partial copies of any of the forgoing.

“Deliverables” means JTBD Content, JTBD OS, and the Output of the Services.

“Customer Application” means any object code and source code, other than the thrv Application Software or the JTBD OS, developed by or for thrv and delivered to and owned by Company as part of thrv Services under an SOW.

“Input” and “Inputted” means any instruction, source code, object code, metadata, configuration file, documentation, text, communication, picture, audio, or other information made accessible by the Company or Agents to the Application Software, the JTBD OS, or the Customer Application.

“Intellectual Property Rights” means copyrights, trademarks, service marks, trade secrets, trade dress, patents, industrial designs, or other registered or unregistered intellectual property.

“JTBD Content” means a collection of material including documentation, text, communication, pictures, audio, quantitative data, data analysis, or information developed by or for thrv independent of any thrv Customer or the Company and made accessible by thrv by electronic or other means through the JTBD OS, Application Software, or Services.

“JTBD OS” means (i) the code, information, and data as described at jtbdos.com and found in the Github repository referred to at jtbdos.com and elsewhere as documented at jtbdos.com, in whatever form of media, including, without limitation, all components, elements, features, interfaces, versions and (ii) all updates, enhancements, releases, patches, modifications and derivative works thereof made by thrv, the Company, or a thrv Customer while the Company or thrv Customer has an SOW in effect with thrv. It is explicitly understood and agreed that derivative works include modifications made to the JTBD OS functionality in whatever copies of the code are made by the Customer.

“Modification” and “Modifications” means a change to the delivered source code, object code, metadata, configuration files, documentation, of the JTBD OS and derivative works of the JTBD OS created, conceived, first used, fixated, or reduced to practice by the Company or the Agents while the Company has a SOW in effect with thrv, including any development that adds new or updated functionality to the JTBD OS or a copy of that work in a Customer repository. A Modification may, but is not required to, augment, alter, edit, or enhance the JTBD OS. A Modification may, but is not required to, involve the release of new tools and resources.

“Output” and “Outputs” means any instruction, source code, object code, text, communication, picture, audio, or other information received by the Company from the Deliverables.  

“thrv Customer” means any entity that made a modification to the JTBD OS while having a SOW in effect with thrv.

“Services” means professional services for strategy, roadmapping, product development, marketing, or sales provided by thrv. Services may include, but are not required to include, creation of a Customer Application for the Company.

 

THRV TERMS OF SERVICE

The Terms of Service Agreement (“Terms”) is a legal agreement between thrv, LLC (“thrv”) and the entity (“Company” or “You” and together with thrv, the "Parties") using the Software and/or Professional or Executive Services and/or Training (“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 thrv or Company’s Agents create an account on the Application Software, develop on the JTBD OS, or purchase Services, Company agrees to be bound by the following Terms.  

Further, by accepting the following Terms, such as by clicking the “I agree,” or a similar button or by accessing or using the Application Software and/or JTDB OS, You enter into a legal agreement and agree to certain legal conditions for You or the Company or Agents.

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 the Application Software, JTBD OS, or Services, the terms of the agreement shall prevail.

Violation of any of these Terms may result in the termination of the Company’s Account (“Account”) and SOW with thrv for the Deliverables. This page was last updated on October 4, 2024.

 

THRV APPLICATION 

General Terms

  1. Use of the thrv Application Software and Deliverables is at the Company’s sole risk. The thrv Application Software and Deliverables are provided on an “as is” and “as available” basis.
  2. Technical support for the thrv Application Software and the Deliverables 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 thrv Application Software and the Deliverables.
  4. thrv does not warrant that (i) the thrv Application Software and the Deliverables will meet the Company’s specific requirements, (ii) the thrv Application Software and the Deliverables will be uninterrupted, timely, secure, or error-free, (iii) the Output will be accurate or reliable, (iv) the quality of the Output or JTBD Content provided by thrv, or other information provided by thrv, or other material purchased or obtained by the Company through the Application Software, JTBD OS, or Services will meet expectations, or that (v) any errors in the thrv Application Software and the Deliverables will be corrected.
  5. The failure by either Party 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 thrv Application Software, the Deliverables or the Services (in which case the terms and conditions of such agreement shall take precedence), the Terms constitutes the entire agreement between the Company and thrv and governs the Company’s access to and use of the thrv Application Software, the Deliverables or 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).
  6. Questions about the Terms should be sent to questions@thrv.com.
  7. JTBD OS Modifications shall be subject to the Terms.
  8. The Company agrees that any and all disputes, claims or controversies arising out of or relating to this Terms 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. These Terms shall be governed by and construed under the laws of the State of California. All disputes arising out of or related to these Terms will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.  

Application Software Account Terms

  1. The Company and its Agents are responsible for maintaining the security of accounts and passwords of the Account. 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, Inputs, and activity that occurs under its Agents’ accounts.
  3. The Company or its Agents may not use the thrv Application Software and the Deliverables for any illegal purpose or to violate any laws in its jurisdiction (including but not limited to any laws, rights, titles, and/or interests associated with Intellectual Property Rights).
  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 thrv Application Software, an Agent may invite colleagues to create their own logins and the Account administrator (“Owner”) can add accounts of the Account for them.
  6. Anyone accessing thrv’s JTBD Content, JTBD OS  or the Application Software itself, must be a human. Accounts registered by “bots” or other automated methods are not permitted and when discovered will be deactivated. 
  7. The Company or its Agents have no ownership rights over the thrv Application Software and no rights to modify the thrv Application Software.

Access and Payment

  1. The Company will have access to the thrv Application Software while the Company has an SOW in effect with thrv.
  2. Payment for the thrv Application Software will be stipulated in an SOW.
  3. When Company no longer has an SOW in effect with thrv, Company will no longer have access to the thrv Application Software.
  4. Upon Company’s request, thrv will export the Company’s data from the thrv Application Software and provide it to Company. 

Intellectual Property and Content Ownership

  1. All Input must not infringe the Intellectual Property Rights of any third parties.
  2. thrv disclaims all Intellectual Property Rights in any Input. All Input remains the property of the Company or owner of such Input. Company may obtain Outputs at any time. For assistance with Outputs, the Company can request an export by emailing questions@thrv.com.  
  3. thrv does not pre-screen any Input, but reserves the right (although not the obligation) in its sole discretion to refuse or to remove any Input.
  4. The Company retains all right, titles, and interest in and to any Output and Customer Application. In furtherance of the foregoing, thrv hereby agrees to assign, and hereby assigns, to Company, a fully-paid, royalty-free, exclusive, perpetual, worldwide license, with unlimited right to sublicense, to make, use, sell, copy, modify, prepare derivative works of, publish, distribute, perform, display and otherwise exploit such Output or Customer Application. Said otherwise, the Company may freely transfer or assign its rights, titles, and interests, including Intellectual Property Rights, generally in such Output or Customer Application resulting from any Input.
  5. thrv has, and retains, all right, titles, and interest, and Intellectual Property Rights in the look and feel and functions of the JTBD Content, JTBD OS, and JTBD OS Modifications while the company has an active SOW with thrv, and the thrv Application Software. 
  6. The Company may not duplicate, copy, or reuse any portion of the instructions, source code, object code, metadata, configuration files, documentation, text, communication, picture, audio, or visual design elements of the thrv Application Software, including JTBD Content accessed through the thrv Application Software, without express written permission from thrv.
  7. Company hereby agrees not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the thrv Application Software, use of the thrv Application Software, or access to the thrv Application Software, including JTBD Content accessed through the thrv Application Software, without the express written permission by thrv.
  8. In consideration of the fees paid by Company related to an SOW, the JTBD Content or JTBD OS accessed by the Company is through a non-exclusive, worldwide, royalty-free perpetual license. As such, other thrv customers may license the same JTBD Content or JTBD OS from thrv. 
  9. In consideration of the use of the Deliverables and other benefits by thrv to the Company, and other goods and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree that JTBD OS Modifications will be mutually owned by the Company and thrv in perpetuity. In furtherance of the foregoing, the Company hereby agrees to assign, and hereby assigns to thrv, a fully-paid, royalty-free, non-exclusive, perpetual, worldwide license, with unlimited right to sublicense, to make, use, sell, copy, modify, prepare derivative works of, publish, distribute, perform, display and otherwise exploit such JTBD OS Modifications in perpetuity. thrv may freely transfer or assign its rights generally in the JTBD OS Modifications. 
  10. Accordingly, the rights, title, and interest associated with any Intellectual Property Rights arising from any change to the delivered source code, object code, metadata, configuration files, documentation, of the JTBD OS and derivative works of the JTBD OS created, conceived, first used, fixated, or reduced to practice by the Company or the Agents when the Company no longer has an SOW in effect with thrv (“Post facto modification”) shall be governed by the laws of in the country of origin of the Post facto modification or where protection of the Post facto modification is claimed or sought.
  11. The price and specific scope of the Deliverables licensed by the Company are subject to change.

Application Software Service Level

  1. Availability of the thrv Application Software. The Application 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)). 

USE OF THRV SERVICES

  1. Services
    1. Statements of Work. thrv will provide 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 Services. The 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 this Section, "USE OF THE THRV SERVICES" ("Services Agreement") and the related SOW. This Services Agreement 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 revisions as are expressly provided in the SOW, which revisions shall prevail in the event of a conflict.
    2. Services. In consideration of the payment by the Company of all Services Fees associated with the Services set forth in the applicable SOW, and the Company’s compliance with this Services Agreement and the applicable SOW, thrv will provide the Company with the Services set forth in the SOW, including the possible development of a Customer Application. 

Notwithstanding the foregoing, the Company understands, acknowledges and agrees that thrv provides its Application Software, JTBD OS, Services or Deliverables to many other customers and that the Company does not have any right to any such other customer’s data thrv receives through its Application Software, Services or Deliverables.  

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 Customer Application related to the data of any such customer.  

Nothing herein prevents thrv from performing similar Services or providing Deliverables 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.

  1. Fees and Expenses
    1. Service Fees. As consideration for providing the 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 Services are performed, which invoices shall be due and payable by the Company within thirty (30) days of receipt.
    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 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 Services will be business class.
    3. Third Party Research Expenses. Third Party Research Expenses. Any third-party expenses incurred by the Company in connection with the provision of the 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.
    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 Services and the transactions contemplated by the 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.
  2. Services Terms and Termination
    1. Services Terms and Termination. The Company agrees that this Services Agreement will remain in effect 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 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.
    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 Services General Provisions.
  3. Services Availability
    1. Response time. When Company has executed an SOW, thrv will respond to communications from the Company within a commercially reasonable period of time, consistent with the content of the communication.
    2. Work Review. When Company has executed an SOW that requires Company work review, thrv will review received work within a commercially reasonable period of time, taking into account federal holidays when applicable.
    3. Scheduling Meetings. When Company has executed an SOW including standing or ad-hoc meetings, thrv professionals will make commercially reasonable efforts to be available at the times requested by Company. Given that this will not always be possible, thrv professionals will respond with alternate times that are within a commercially reasonable period of time, taking into account federal holidays when applicable..
  4. Confidentiality
    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.
    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.
    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.
    4. For the avoidance of doubt, the Confidentiality obligations set forth in this section shall apply to Confidential Information provided or shared between the parties through, by way of, or otherwise transmitted or hosted by the Software.
  5. Indemnification
    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 or Services (excluding third-party materials) infringe any third-party patent, copyright or trade secret recognized under the laws of the United States, European Union, and the Republic of Ireland, 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 Deliverables; (b) modify the Deliverables to make it non-infringing; or (c) if none of the foregoing is commercially practicable, terminate this Services Agreement without further liability.
    2. Disclaimer. The foregoing provisions of this section state thrv’s entire liability and obligations, and the Company’s exclusive remedy, with respect to any third-party Claim against Company of actual or alleged infringement of any Intellectual Property Rights by thrv.
    3. Company Indemnification. 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, Company; and (b) the Company’s use of the Deliverables other than in accordance with this Services Agreement, and (ii) pay, subject to the limitations of liability in this Services 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
    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 Services or Deliverables 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.
    2. Limitation of Liability. Except for any action by thrv for nonpayment, each party’s breach of the Confidentiality Section or the Company’s breach of of the Intellectual Property and Content Ownership Sections 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 Services Agreement, however caused and based on any theory of liability. Except for any action by thrv for nonpayment, each party’s breach of the Confidentiality Section or the Company’s breach of of the Intellectual Property and Content Ownership Sections, each party’s total liability (including attorneys’ fees) arising out of or related to this Services Agreement will not exceed the amount paid by the company under this Services Agreement during the one year period prior to the date the claim arose, or the amount owed by the Company in the following one year period from the date the claim arose, whichever is greater.
  7. Services General Provisions
    1. Relationship. Nothing in this Services 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 Services Agreement, and thrv shall incur all expenses associated with such performance with the exception of the expenses in Travel Expenses Section and Third Party Expenses Section.
    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.
    3. Assignment. Neither party may assign this Services Agreement nor any of its rights or obligations under this Services Agreement without the prior written consent of the other party, except that either of party may assign this Services 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 Services Agreement or a similar transaction or series of transactions. Subject to the foregoing, this Services Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
    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 Services 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.
    5. Governing Law. This Services 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 the Confidentiality Section, 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 the Disputes Section.
    6. Disputes. thrv and the Company agree that any and all disputes, claims or controversies arising out of or relating to this Services 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. Miscellaneous. This Services 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 Services Agreement, regardless of any failure by thrv to object to such terms. Any ambiguity in this Services Agreement shall be interpreted without regard to which party drafted this Services Agreement. This Services Agreement may only be amended by a written amendment 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 or applicable national mail service. 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 Services 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 Services Agreement. Any provision found to be unlawful, unenforceable or void shall be severed from the remainder of this Services Agreement, and the Services 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 for All Visitors to thrv.com

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 Software, the email address ,and name provided by the registrant will be stored on the server.

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.

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.

Visitor Options

The Company or its Agents 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.

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, LLC Market Research Privacy Policy

This Privacy Policy explains how thrv handles your information when you are participating in market research interviews conducted by thrv.

As a participant in thrv Market Research, the Information you provide to employees and contractors of thrv, LLC (“thrv”) during interviews with thrv moderators will only be delivered to the company sponsoring the study and its employees and contractors (“Company”) in service of helping the Company develop, deliver, and improve their products and services.

thrv will keep the information you provide in interviews confidential between you, thrv, and the Company and will not use the information for any other purposes other than to provide it to the Company.

At the start of an interview, thrv will request your consent to record an interview for reference purposes. You have the right to decline your consent to record an interview and request thrv delete your interview recordings.

Interview recordings will be provided to the Company. To access or request deletion of interview recordings held by the Company, you must contact the Company.

Any uses of your information by the Company will be governed by your agreements with the Company. 

During the course of communicating with the Company and thrv to schedule an interview, you may provide Personally Identifiable Information (“PII”) such as your name, email address, occupation, place of employment, and professional title. thrv will keep such PII confidential between you, thrv, and the Company and will not use the PII for any other purposes other than scheduling interviews and communicating with the Company.

Compelled Disclosure: We reserve the right to disclose your information if required by law or if we believe use or disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud or comply with a law, court order, or legal process.

thrv will never share your information or use it for any other reason other than as described above.

thrv will grant you access to information you have provided to thrv at any time and delete any information you have provided to thrv upon your request. You can contact thrv at questions@thrv.com.

To access or request deletion of your information held by the Company, you must contact the Company.

 

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
  5. Infrastructure Overview

thrv uses a variety of third party computing services, including but not limited to Amazon Web Services (“AWS”), Vercel.com, Fauna.com, Clerk.com, and OpenAI.comto persistently store customer data and does not host customer data on its premises or store customer data with any other third party services. Thrv ensures that all vendors chosen adhere to the industry best, and holds industry best security certifications, such as SOC2 and ISO 27001. 

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 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

Data Encryption

thrv uses an SSL certificate issued 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.

Data Recovery

thrv relies on the following practices:

  • thrv uses Amazon Web Services, Vercel, Fauna, and others 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.