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Terms & Conditions

Updated February 1, 2025

  1. Introduction

The Thrive portal located at www.thrivedata.ai (the “Site”) and the document management services and other services offered through the Site (collectively, with the Site, the “Services”) are provided by Thrive Data, Inc. (“Thrive”, “us”, and “we”). Please note that the Services rely on use of artificial intelligence services and other large language models (collectively, “AI Components”). Certain features of the Services or AI Components may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with or before use of such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

THE TERMS OF THESE TERMS AND CONDITIONS (THESE “Terms”) TOGETHER WITH OUR PRIVACY POLICY (available at www.thrivedata.ai/privacy) (the “Privacy Policy”) CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN THRIVE AND YOU OR THE ENTITY YOU REPRESENT (collectively, “you”) THAT GOVERNS YOUR USE OF THE SERVICES AND AI COMPONENTS. BY SIGNING UP FOR AN ACCOUNT AND/OR ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT (your “Organization”)), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT) AND ABIDE BY THEM. YOU MAY NOT ACCESS OR USE THE SERVICES OR AI COMPONENTS OR ACCEPT THESE TERMS IF YOU ARE NOT THE AGE OF CONSENT IN YOUR JURISDICTION AND CAN ENTER INTO BINDING CONTRACTS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE, THE SERVICES, OR AI COMPONENTS.

PLEASE BE AWARE THAT SECTION 10.2 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND US ARE RESOLVED, INCLUDING ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR, IT CONTAINS A CLASS ACTION WAIVER WHICH REQUIRES YOU TO BRING DISPUTES AGAINST US ON AN INDIVIDUAL BASIS AND PREVENTS YOU FROM BRINGING THEM AS PART OF A CLASS ACTION AND A WAIVER TO HAVE A RIGHT TO A TRIAL DECIDED BY A JURY.

  1. Accounts; Payments
    • Account Creation. To use certain features of the Services and AI Components, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You may not select or create a username intended to impersonate another person or entity that is subject to the rights of another person or entity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Thrive may suspend or terminate your Account in accordance with Section 9 of these Terms.
    • Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information (for example, your password and answers to any security questions) and are fully responsible for all activities that occur under your Account. You agree to immediately notify Thrive of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. You will not share your Account password or the answers to any security questions with any other individual (including any of your coworkers, colleagues, or business partners or associates) or entity and you will not allow any other individual (including any of your coworkers, colleagues, or business partners or associates) or entity to use your Account. Thrive cannot and will not be liable, and hereby disclaims all liability, for any loss or damage arising from your failure to comply with the above requirements.
    • Payment of Fees. You are solely responsible for fees incurred by your Account, at the rates specified in the pricing we provide or make available to you.
    • Taxes. Fees do not include any taxes, duties, or assessments that you may owe for use of the Services (“Taxes”), unless otherwise specified in the applicable invoice. You are responsible for remitting any necessary withholding Taxes to the relevant authority on a timely basis and providing us with evidence of the same upon our request. Where a law, rule, or regulation provides for the reduction or elimination of withholding taxes, including via tax treaty, the parties will collaborate in good faith to do so. For clarity, you must pay us the amount ("Gross-up Payment") that will ensure that we receive the same total amount that we would have received if no such withholding or reduction by you had been required (taking into account any and all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).
    • Billing. Failure to pay all amounts owed to us when due may result in suspension or termination of your access to and use of the Services. We reserve any other rights of collection we may have.
  2. Access to the Site and Services
    • Subject to your compliance with these Terms and your payment of all fees due to Thrive, you may use and access the Services and AI Components solely for, as applicable, your personal, non-commercial use, or your use on behalf of your Organization for such time as you are permitted by Thrive as a valid, active, fee-paying user. You may not use the Services or AI Components for any commercial, financial, or other similar purpose without the prior written consent of Thrive in each instance. These Terms do not grant you or your Organization (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Service or AI components or any portion thereof or (b) any other right to the Services or AI Components not specifically set forth in these Terms.
    • Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services or AI Components, whether in whole or in part, or any content displayed on Services or AI Components; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services or AI Components; (c) you shall not access or use Services or AI Components in order to build a similar or competitive website, product, or service; (d) you shall not access or use the Services or AI Components for any timesharing or service bureau purposes or to otherwise provide the Services or AI Components, in whole or in part, to a third party; and (e) except as expressly stated herein, no part of the Services or AI Components may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services or AI Components shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site), AI Components, or the Services must be retained on all copies thereof. If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. Thrive does not provide services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you and your agents are not subject to any U.S. trade sanctions.
    • Thrive reserves the right, at any time, to modify or suspend the Services or AI Components (in whole or in part) with or without notice to you. You agree that Thrive will not be liable to you or to any third party for any modification or suspension of the Services, AI Components, or any part thereof. Thrive also reserves the right to limit the availability of the Services or AI Components or the provision of the Site to any person, organization, geographic area, or jurisdiction, at any time and in its sole discretion.
    • Support and Maintenance. We will provide you support and maintenance services in accordance with our standard support and maintenance practices.
    • Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the AI Components, the Services, and its content are owned by Thrive or Thrive’s suppliers or licensors. Neither these Terms (nor your access to the Site or the Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Thrive and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.
    • You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services or AI Components (“Feedback”). If you choose to offer Feedback to us, you hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, fully-paid, sub-licensable (at unlimited number of levels), assignable license to incorporate Feedback into the Services or AI Components or otherwise use any Feedback we receive from you solely to improve our products and services, provided that such Feedback is used in a manner that is not attributable to you. You also irrevocably waive in favor of us any moral rights which you may have in such Feedback pursuant to applicable copyright law. We acknowledge that any Feedback is provided on an “as-is” basis with no warranties of any kind. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
  3. User Content
    • User Content. “User Content” means all information and content that a user submits to, or uses with, the Services or AI Components and all Output (defined below). You retain ownership of your User Content. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by you or others, or any disclosure of your User Content that personally identifies you, your Organization, or any third party. You warrant that all information you provide about yourself, or your Organization is true and complete information. You agree to promptly notify Thrive of any changes in the information provided about yourself or your Organization or any other material changes that could impact your use of the Services. You shall be solely responsible for the accuracy and completeness of all information furnished to Thrive and/or to third parties as necessary for the Services contemplated herein. Thrive shall not be responsible for independently verifying the accuracy or completeness of any information that you provide, and Thrive shall be entitled to rely on such information. Thrive shall have no liability for any errors or omissions in any Services provided to you that are the result of, arise from, or are based, in whole or part, on inaccurate or incomplete information provided to Thrive. You represent and warrant that you have obtained all necessary third party rights, licenses, permissions, and consents, including, without limitation, copyrights, for any User Content that belongs to or originates from third parties and consents where required by applicable Laws for the collection of information.  As applicable, you represent and warrant that you have obtained valid HIPAA authorization and upon request by Thrive, will share such authorization.  You will review all documents, output from the Services, and other information and data provided to you by Thrive and shall inform Thrive of any inaccuracies, deficiencies or discrepancies contained therein. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4). You may not represent or imply to others that your User Content is in any way provided, sponsored, or endorsed by Thrive. Since you alone are responsible for your User Content, you may expose yourself to liability based on the User Content you provide. You are solely responsible for creating and maintaining your own backup copies of your User Content that you desire.
    • You hereby grant (and you represent and warrant that you have the right to grant) to Thrive a nonexclusive, royalty-free, enterprise-wide, and worldwide right and license to host, copy, access, transmit, display, modify, adapt, reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site, Services, or AI Components, providing you with the Services, and offering you other Services. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. Additionally, you hereby grant (and you represent and warrant that you have the right to grant) to Thrive a nonexclusive, royalty-free, enterprise-wide, perpetual, irrevocable, and worldwide right and license to (i) host, copy, access, transmit, display, modify, adapt, reproduce, distribute, prepare derivative works of, incorporate into other works, and otherwise use and commercialize aggregated anonymized data to develop, optimize, and improve the Services, including training of the AI Components and (ii) create develop, derive, modify, share, and commercialize aggregated anonymized data that is part of the System Data (defined below), including but not limited with third parties. “System Data” means information that originates in the Service including but not limited to metrics, artificial intelligence, metadata or analytics, or that is based on or derived by Thrive from anonymized data.
    • When you input User Content into the Services or AI Components, you may receive output depending on the User Content that you input and how you use the Services or AI Components with respect to such input (“Output”). We hereby assign to you all our right, title, and interest, if any, in and to the Output. You are responsible for your Output to the same extent under these Terms as your User Content.
    • Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:
      • You agree not to use the Services or AI Components to collect, upload, transmit, display, or distribute any User Content that: (i) violates any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, any other intellectual property or proprietary right, or any right of privacy; (ii) is unlawful, fraudulent, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party; (v) falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless you have entered into a current Business Associate Agreement or similar document with Thrive; or (vi) falls within the definition of “Nonpublic Personal Information” under the Gramm-Leach-Bliley Act.
      • In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services or AI Components any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services or AI Components unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services or AI Components to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or AI Components, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services or AI Components (or to other computer systems or networks connected to or used together with the Services or AI Components), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services or AI Components; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services or AI Components.
    • We reserve the right (but have no obligation) to review, refuse, and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
  4. Indemnification

You agree to indemnify, defend (subject Thrive’s right to exclusively assume the defense at your sole cost and expense), and hold Thrive and its officers, employees, suppliers, licensors, agents, successors, and assigns (collectively, the “Thrive Indemnitees”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party arising out of, in connection with, or related to: (a) your use of the Services or any AI Components; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; (d) your infringement or alleged infringement of any intellectual property, proprietary, privacy, or other rights of any other person or entity; (e) your User Content; and (f) your use of any Third-Party Connections (defined below). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Thrive Indemnitees, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent, which we may withhold in our sole and exclusive discretion. We will use commercially reasonable efforts to notify you of any such claim, action, or proceeding within a commercially reasonable time upon becoming aware of it.

  1. Third-Party Connections; Co-Branded Areas; Other Users
    • Third-Party Connections. The Services may contain links to and integrations with third-party websites and services (collectively, “Third-Party Connections”). Such Third-Party Connections are not under the control of Thrive, and Thrive is not responsible for any Third-Party Connections. Thrive provides access to these Third-Party Connections only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Connections. You use all Third-Party Connections at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Connections, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction, use, or agreement in connection with such Third-Party Connections and third parties.
    • Co-Branded Areas. To provide a greater breadth of Services, certain functions provided on the Services (for example, payment processing) may be outsourced to third parties. Certain pages on the Site are therefore operated and controlled by a third party (“Co-Branded Areas”). These Co-Branded Areas continue to display Thrive trademarked logo at the top of the page but are nonetheless operated and managed by a third party. These Terms, in conjunction with any further terms and conditions posted in the Co-Branded Areas, govern your access and use of those areas. In all other respects, access to the Co-Branded Areas is at your own risk.
    • Other Users. Each Services and AI Components user is solely responsible for all its own User Content. Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content. Your interactions with other Services or AI Components users are solely between you and such users. You agree that Thrive will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Services or AI Components user, we are under no obligation to become involved.
    • You hereby release and forever discharge Thrive (and our affiliates, officers, employees, agents, suppliers, licensors successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services or AI Components (including any interactions with, or act or omission of, other Services or AI Components users or any Third-Party Connections), AI Components, and your Output except to the extent caused directly by our willful or intentional misconduct. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” AND TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR LAW, RULE, OR REGULATION OF ANY OTHER JURISDICTION.
  2. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES OR AI COMPONENTS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND “WITH ALL FAULTS,” AND WE (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SERVICES OR AI COMPONENTS OR THE USE AND RESULTS THEREOF, INCLUDING OUTPUT, WILL MEET YOUR OR ANY THIRD PARTY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. ALL AI COMPONENTS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES OR AI COMPONENTS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

RELIANCE ON ANY OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM THE SERVICES OR AI COMPONENTS IS STRICTLY AT YOUR OWN RISK. YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT: (I) USE OF THE SERVICES AND AI COMPONENTS DOES NOT RELIEVE YOU OF RESPONSIBILITY FOR COMPLIANCE WITH APPLICABLE LAWS, RULES (INCLUDING ETHICAL RULES), AND REGULATIONS WHILE USING THE SERVICES OR AI COMPONENTS OR ANY OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS YOU GENERATE WHILE USING THE SERVICES OR AI COMPONENTS; (II) YOU SHALL NEITHER INQUIRE NOR RELY UPON US FOR ANY LEGAL OR OTHER PROFESSIONAL OR EXPERT ADVICE OF ANY KIND; AND (III) YOU ARE FULLY AND SOLELY RESPONSIBLE FOR: (A) SELECTION OF ADEQUATE AND APPROPRIATE SERVICES AND SOFTWARE TO SATISFY YOUR BUSINESS NEEDS AND ACHIEVE YOUR INTENDED RESULTS; (B) USE OF THE SERVICES OR AI COMPONENTS; (C) ALL OUTPUT, DATA, RESULTS, INFORMATION, AND ANY OTHER MATERIALS OBTAINED FROM THE SERVICES OR AI COMPONENTS OR THE USE THEREOF; (D) SELECTING, OBTAINING, AND MAINTAINING ALL HARDWARE, SOFTWARE, COMPUTER CAPACITY, INTERNET SERVICE, PROGRAM AND SYSTEM RESOURCES AND OTHER EQUIPMENT AND UTILITIES NEEDED FOR ACCESS TO AND USE OF THE SERVICES AND AI COMPONENTS AND FOR ALL COSTS ASSOCIATED THEREWITH; AND (E) SELECTION, USE OF, AND DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM ANY OTHER PROGRAMS, APPLICATIONS, COMPUTER EQUIPMENT, SOFTWARE, OR SERVICES USED WITH THE SERVICES OR AI COMPONENTS.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE SERVICES AND AI COMPONENTS DO NOT GUARANTEE YOUR COMPLIANCE WITH ANY PROFESSIONAL RULES OR ETHICAL OBLIGATIONS OR OTHER DUTIES TO YOUR CLIENTS OR OTHERS. YOU MUST DETERMINE FOR YOURSELF WHETHER THE SERVICES AND AI COMPONENTS AND YOUR USE OF THE SERVICES AND AI COMPONENTS AND ANY OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED OR CREATED THEREFROM COMPLY WITH YOUR PROFESSIONAL ETHICAL OBLIGATIONS OR RULES OR ANY OTHER OBLIGATIONS OR DUTIES YOU MAY OWE TO YOUR CLIENTS OR OTHERS.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES OR AI COMPONENTS IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

  1. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THRIVE (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST INCOME, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOST DATA, CORRUPTION OF DATA, INACCESSIBILITY OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ANY INTERRUPTION, FAILURE, OR DELAY (INCLUDING THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR ANY AI COMPONENT) TO ACCESS TO OR USE OF ANY SERVICES OR AI COMPONENT, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND RELATED TO, IN CONNECTION WITH, OR ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE ANY SERVICES OR AI COMPONENTS REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY OR OTHERWISE, EVEN IF THRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES AND AI COMPONENTS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OR INACCESSIBILITY OF DATA RESULTING THEREFROM.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES AND AI COMPONENTS IS TO DISCONTINUE USING THE SERVICES AND AI COMPONENTS. IN NO EVENT SHALL THRIVE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY, OR OTHERWISE, EXCEED THE AMOUNT YOU HAVE PERSONALLY PAID THRIVE FOR PROVIDING SERVICES TO YOU FOR THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST ALLEGED ACT CAUSING DAMAGES OR $100.00, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT SHALL THRIVE BE LIABLE FOR ANY DAMAGES BASED UPON THE ACCURACY, COMPLETENESS SECURITY, RELIABILITY, AVAILABILITY, OR ERRORS OF THE SERVICES OR ANY AI COMPONENTS OR THE OUTPUT OF THE SERVICES OR ANY AI COMPONENTS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. YOU ACKNOWLEDGE THAT THRIVE HAS SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

  1. Term and Termination; Organizational Accounts; Retention of User Content; Suspension
    • Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you access or use the Services or AI Components. Your ability to use the access and use the Services and AI Components will depend on the subscription you purchase from us to access and use the Services or AI Components. Your subscription will automatically renew for additional periods of one (1) year beginning on the day your initial subscription expires and will continue to automatically renew for additional one-year periods thereafter until you terminate your account or cancel your subscription prior to renewal. Please contact us at [insert email address] for cancellation of your subscription. If you have provided us with a payment method for renewals of your subscription, we will automatically charge such payment method. If such payment method fails for any reason, we reserve the right to terminate or suspend your access to and use of your Account and the Services. If you cancel your subscription prior to renewal, you will continue to have access to your Account and use of the Services until your subscription expires, at which point it will terminate. You acknowledge that we do not provide refunds or credits for any partial subscription periods regardless of the reason for partial subscription period.
    • Organizational Account. If you access the Services through an account established under a separate agreement between your organization and Thrive ("Organizational Agreement"), your access and use of the Services will be governed by the terms of the Organizational Agreement. In such cases, the terms of the Organizational Agreement shall apply in full.
    • Retention of User Content. Upon termination of your rights under these Terms, your Account and right to access and use the Services and AI Components will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Thrive will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.
    • Notwithstanding any subscription you have purchased from us, we may suspend or terminate your rights to use the Services (including your Account) or AI Components at any time as necessary for us to comply with applicable law and/or if we reasonably believe that your or your Organization’s use of the Services or AI Components violates these Terms. Sections 1, 2.2, 2.3, 2.4, 2.5, 3.2, 3.5, 3.6, 4.1, 4.2, 4.3, 4.4, 4.5, 5, 6, 7, 8, 9, and 10 shall survive termination of the Services or AI Components or your use or access to the Services or AI Components.
  2. General
    • These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on the Site. You are responsible for providing us with your most current e-mail address. If the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. The date that these Terms were last revised is set forth above. Continued use of the Services or AI Components following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
    • Dispute Resolution. Please read this Section 2 (sometimes referred to herein as this “Arbitration Agreement”) carefully. It is part of your contract with Thrive and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
      • Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with these Terms or the use of any product or service provided by Thrive that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Thrive, and to any of your successors and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under these Terms.
      • Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Thrive should be sent toith a copy to legal@thrivedata.ai. After the Notice is received, you and Thrive may attempt to resolve the claim or dispute informally. If you and Thrive do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
      • Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Each party shall be responsible for its own costs, fees, and expenses of arbitration, including, without limitation, attorney, expert, and other fees, unless awarded by the arbitrator under applicable law. All arbitration proceedings shall be held in Charleston, South Carolina. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
      • Authority of Arbitrator. The arbitrator shall have exclusive authority to (i) determine the scope and enforceability of this Arbitration Agreement; and (ii) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Thrive. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
      • Waiver of Jury Trial. YOU AND THRIVE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Thrive are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
      • Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in Charleston, South Carolina. All other disputes, claims, or requests for relief shall be arbitrated.
      • Severability. Except as provided in Section 2(f), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
      • Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Thrive.
      • Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Thrive makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Thrive at the following address: legal@thrivedata.ai.
      • Time for Claims. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your access to or use of the Services or AI Components or these Terms must be filed within one (1) year after such claim or cause of action first arose.
      • Governing Law & Jurisdiction. All disputes in connection with this the Services, AI Components and these Terms shall be governed by, and construed in accordance with the laws of the State of South Carolina, without giving effect to the conflict of laws rules thereof, and any matters or proceedings which are not subject to arbitration as set forth above shall take place in the State of South Carolina in the State or Federal Courts located in Charleston, SC and you consent to the exclusive jurisdiction of such courts.
    • The Services and AI Components may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Thrive, or any products utilizing such data, in violation of the United States export laws or regulations.
    • Electronic Communications. The communications between you and Thrive use electronic means, whether you use the Services or send us emails, or whether Thrive posts notices on the Services or communicates with you via email the Services. For contractual purposes, you (a) consent to receive communications from Thrive in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Thrive provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
    • Entire Terms. These Terms, the Privacy Policy, and any order forms or other payment obligations you enter into with us constitute the entire agreement between you and us regarding the use of the Services and AI Components. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The words “include,” “includes,” and “including” are hereby deemed to be followed by the phrase “without limitation.” The word “will” is hereby deemed to be construed to have the same meaning and effect as the word “shall.” The term “or” will be interpreted in the inclusive sense commonly associated with the term “and/or.” Any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). References to any specific law, rule or regulation, or section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Thrive’s relationship to you is that of an independent contractor, and neither party is an agent or partner of the other. You acknowledge and agree that in no event shall Thrive owe you any enhanced or special duties, express or implied, in fact or by law, whether referred to as a special relationship or fiduciary relationship or otherwise. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Thrive’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Thrive may freely assign these Terms without your prior consent. The terms and conditions set forth in these Terms shall be binding upon assignees. You agree that for any document or electronic information delivered through the Services that by “clicking” on the designated spaces in or relating to such document shall be deemed to be “in writing” and to have been “signed” and delivered for all purposes by you. Any record of such confirmation (including electronic records) shall be deemed to be “in writing.” You further agree that you shall not contest the legally binding nature, validity or enforceability of any document or confirmation based on the fact that it has been executed by “clicking” on the designated spaces and expressly waives all rights you may have to assert such a claim.
    • Force Majeure. We shall not be responsible to you, your Organization, or any third party entity or individual for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government action, labor disturbances, unavailability of anticipated usual means of supplies, wrecks, epidemics, pandemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond our commercially reasonable control.
    • Copyright/Trademark Information. Copyright © 2025 Thrive Data, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site or within the Services or AI Components are our property or the property of third parties. You are prohibited from using these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information:

Address:
Thrive Data, Inc. 
997 Morrison Drive, Suite 200
Charleston, SC 29403

Email: legal@thrivedata.ai