Terms and Conditions for Thrivepoint Design Registered Users

These Terms and Conditions (referred to herein as “Terms and Conditions” or “Agreement”) is a legally binding contract between You and the company you represent (“You,”  “Your,” “Registered User,”  “Designer,” (if you are a “Designer” as defined herein) or “Solicitor” (if you are a “Solicitor” as defined herein)) and Thrivepoint LLC (“Thrivepoint,” “we,” “us,” or “our”), manager and owner of the website www.thrivepointdesign.com (referred to herein as the “Website”), and applies to your use of the services provided by Thrivepoint as described herein.  For and in consideration of the mutual promises and covenants hereinafter set forth, you and Thrivepoint agree as follows.

Because persons under the age of 18 are unable to enter binding contracts, you must be 18 years of age or older to use Thrivepoint’s services.  If you are under the age of 18 or if you do not agree to be bound by the terms and conditions of this Agreement, Thrivepoint’s services cannot be used.  In accepting this Agreement below, you represent to Thrivepoint that you are at least 18 years old, and authorize Thrivepoint to verify your credit worthiness through third parties’ credit data bases.

Services and Fees:

Description: Thrivepoint Design, located at http://www.thrivepointdesign.com, is a service offered by Thrivepoint LLC (dba Thrivepoint) that facilitates the introduction and selection of a service provider (“Designer”) for businesses or individuals which seek designs for marketing, advertising, or other projects (“Solicitor”).  Thrivepoint Design does not sell design services or act as the selling agent for Designers. Designers and Solicitors are independent.  The three possible services included in Thrivepoint Design are: Listing, Bidding, and Reference Checks (collectively, or individually, referred to as the “Services”).  These Services are available to those who have registered to use Thrivepoint Design (“Registered Users”).  Registration is free to any visitor and required to use any of the services.  Registered Users include all who have registered to use Thrivepoint Design, including, but not limited to, Designers and Solicitors.

• Listing Service

Defined: The Listing Service allows a Solicitor to fill out a form detailing requirements for a design project that the Solicitor needs completed. When the Solicitor completes the form, they click submit to send it to Thrivepoint for review and then go through a shopping cart process on the Website to pay the listing fee.  Thrivepoint conducts a review of the listing of the solicitation (“Listing”) and will approve the Listing, request revision(s) and subsequently approve the Listing, or reject the Listing.  Thrivepoint may reject any Listing in its sole discretion.  The Listings are active for a maximum of 30-days. Accuracy of the information uploaded via the form is the sole responsibility of the Solicitor.  By submitting data, files and information via the Listing Service, the Solicitor provides permission for Thrivepoint to publish all information it provides in a Listing on the Website in areas where other Registered Users may view the information.  The Solicitor agrees that by submitting a Listing, it will make commercially reasonable efforts to purchase one of the corresponding Bids presented in response to the listing;

Service Fee: The Solicitor agrees to pay the fee specified for each Listing.  [Click here for the current price]  This fee is non-refundable even if: The Listing is not approved, no one bids on the Listing, the Solicitor does not select a Bid, the Solicitor cancels or deletes the Listing, or for any other reason.

• Bidding Service

Defined: Registered Users may at any time use the Bidding Service to submit a proposal in response to a Listing (a “Bid”).  The Bidding Service allows a Designer to fill out a form detailing its proposed solution in response to a Listing’s requirements.  The Designer must include an accurate Listing ID number in its Bid and Thrivepoint bears no responsibility if the Listing ID number provided in the Bid is incorrect.  Accuracy of the information uploaded via the form is the sole responsibility of the Designer. When the Designer completes the form, the Designer clicks submit to send it to Thrivepoint for review. Thrivepoint conducts a review of the Bid to either approve or request a revision.  In some cases, Thrivepoint will not approve Bids.  Approval is entirely up to the discretion of Thrivepoint.  There is no guarantee that a Bid will be selected by the Solicitor.  If the Designer’s Bid is selected, the Solicitor will contact the Designer directly and the Designer agrees to make all efforts to adhere to the parameters originally submitted within its Bid.

Service Fee: There is no Service Fee for submitting a Bid.

• Reference Checks Service

Defined: Registered Users can submit the contact information of a personal reference to Thrivepoint to be verified (“Reference”).  Thrivepoint will contact the Reference and verify that the information provided by the Registered User is correct.  Thrivepoint may also ask the Reference to provide feedback about the Registered User.  In some cases, Thrivepoint will not approve a Reference.  Approval is entirely up to the discretion of Thrivepoint.  Registered Users who submit and pay a fee for one or more References will be eligible for their profile to be designated as "Verified by Thrivepoint" so long as at least one Reference is still active and approved by Thrivepoint.  Each Reference is considered a separate transaction.  The Registered Users may review the results of the Reference Check in their My Account settings.  The "Verified by Thrivepoint" designation offers no guarantee of good results.  The designation is not a substitute for conducting independent reference checks. Registered Users may not use a false e-mail address, impersonate any person or entity, or otherwise mislead Thrivepoint in order to improperly obtain a “Verified by Thrivepoint” designation. 

Service Fee: You agree to pay Thrivepoint a fee to check each Reference and to publish the "Verified by Thrivepoint" designation for one year.  [Click here for the current price]  This fee is non-refundable even if: The Reference is not approved, the Registered User cancels or deletes the Reference, or for any other reason.  Each additional Reference and publishing of results requires payment of an additional fee; previously submitted References may not be replaced without payment of an additional fee.  The service is auto-renewed each year unless the Registered User contacts Thrivepoint within 15 days after the renewal date. The renewal occurs on the anniversary date of the original purchase.  The Registered User may cancel at any time at which time Thrivepoint will stop publishing the Reference Check results and if no References are active, remove the Verified by Thrivepoint designation.

When a Solicitor selects a Designer, they will contact the Designer directly to conduct the transaction.  The Solicitor and Designer, not Thrivepoint, will independently conduct and be responsible for payment/collection, tax/governmental reporting and any other aspect of the transaction.  Solicitors and Designers transact directly with each other after the initial introduction through the Website.

Other Terms and Conditions:

1. Amendments: We may amend this Agreement or change these terms and conditions at any time by posting the amended terms on the Website.  Except as stated below, all amended terms shall automatically be effective immediately after they are initially posted on the Site, unless otherwise provided in such revision.  Your continued use of the Website constitutes your agreement to all such terms and conditions.  You agree to pay the current fee for Services, as designated by the links to price pages in these Terms and Conditions or future links for future current prices.  We attempt to be as accurate as possible when describing all services provided; however, to the extent permitted by applicable law, we do not warrant that the descriptions or other content available on the Website is accurate, complete, reliable, current, or error free.

2. Privacy Policy: Please review our Privacy Policy, located at http://www.thrivepointdesign.com/pages/privacy-policy, which also governs your use of the Services so that you may understand our privacy policies. 

3. Property: Content available on the WebSite (other than “Bids” or “Listings”), including, but not limited to, text, graphics, logos, button icons, images, audio clips, data compilations, and software, and the compilation thereof (the “Content”) is the property of Thrivepoint, our affiliates, our partners or our licensors, and is protected by copyright laws.

The trademarks, logos, and service marks displayed on the WebSite (collectively, the “Trademarks”) are the marks of Thrivepoint, our affiliates, our licensors or our partners, in the United States and other countries, and are protected by trademark laws.  All other Trademarks not owned by us, our affiliates, our partners or our licensors that appear on the WebSite are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.

Except as set forth in the limited license below, or as required under applicable law, the Content, the Trademarks, Bids, Listings, or any other portion of the WebSite may not be used, reproduced, duplicated, copied, sold, resold, distributed, displayed, publicly performed, reposted, used to prepare derivative works, accessed, modified, or otherwise exploited, in full or in part, for any purpose without our prior written consent or, if applicable, the prior written consent of the Content, Trademark, Bid, Listing, or other property’s rights holder.  You may not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Thrivepoint or, if applicable, the prior written consent of the owner of the portion of the Website to be reproduced, duplicated, copied, sold, resold, or otherwise exploited.  Thrivepoint retains all of its right, title and interest in and to all patent rights, inventions, copyrights, know-how and trade secrets relating to the Site.

4. License: We grant you a limited, revocable, and nonexclusive license to access and make use of the Website for the sole purpose of your use of the Services as described above.  Please note that you may not frame or utilize framing techniques to enclose the WebSite or any portion thereof without our prior written consent.

The limited license set forth in this Section does not include the right to: (1) modify or download the WebSite or its contents (except caching or as necessary to view content); (2) make any use of the WebSite or its Content other than for use of the Services; (3) create any derivative work based on either the WebSite or its Content; (4) collect account information for the benefit of another party; (5) use any meta tags or any other “hidden text” utilizing our name or the Trademarks without our express written consent; (6) use software robots, spiders, crawlers, or similar data gathering and extraction tools,            (7) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (8) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, or (9) take any other action that may impose an unreasonable burden or load on our infrastructure.

Any unauthorized use by you of the WebSite terminates the limited license set forth in this Section without prejudice to any other remedy provided by applicable law.

5. Information Submitted to Website: Any inquiries, feedback, suggestions, or ideas you provide us (collectively, “Submissions”) will be treated as nonproprietary and nonconfidential.  Subject to the terms of our Privacy Policy, located at http://www.thrivepointdesign.com/pages/privacy-policy, by transmitting or posting any Submission, you hereby grant us a nonexclusive, royalty-free, perpetual, transferable, irrevocable, worldwide and fully sublicensable right to use, reproduce, modify, adapt, publish, sell, assign, translate, create derivative works from, distribute, and display any Submission in any form, media, or technology, whether now known or hereafter developed, alone or as part of other works.  You also acknowledge that your Submission may not be returned and we may use your Submission, and any ideas, concepts or know-how contained therein, for any purpose including, without limitation, developing, manufacturing, distributing and marketing products.  You agree to indemnify us for all claims arising from your claims to any rights in any Submission.
Your company, logo, and product information (“Company Information”), References, any Listing, and any Bid submitted are not Submissions.  Company Information, References, Listings, and Bids will be treated as proprietary but will be nonconfidential and available to Registered Users of the Website for viewing.  Subject to the terms of our Privacy Policy, located at http://www.thrivepointdesign.com/pages/privacy-policy, by transmitting or posting any Company Information, Listings, or Bids, you hereby grant us a nonexclusive, royalty-free, irrevocable, worldwide and fully sublicensable right to use, distribute, and display such Company Information, Listings, and Bids on the Website.  You also acknowledge that we may use your Company Information, Listings, and Bids, and any ideas, concepts or know-how contained therein, to facilitate providing the Services.

If you make a Submission or provide Company Information, Listings, or Bids, you represent and warrant that you own or otherwise control the rights to the Submission, Company Information, and/or Bids.  You further represent and warrant that such Submission, Company Information, Listings, and/or Bids do not constitute or contain software viruses, commercial solicitation not directly related to the Services, chain letters, mass mailings, or any form of “spam.”  You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead us as to the origin of any Submission, Company Information, Listings, and/or Bids. 

You are solely responsible and legally liable for securing the appropriate rights to submit, use and transfer any information, images or other right protected materials included in your Bid.  You certify that you have permission from the rights owner to include the right protected materials in your Bid.  Thrivepoint is not responsible for verifying whether any materials submitted are protected materials.  By submitting data, files and information via the Bidding Service, you provide permission, and certify that you have obtained legal permission from any rights owners, for Thrivepoint to publish all information provided by You in your Bid on the Websites in areas where any visitor may view the information.

You are solely responsible and legally liable for securing the appropriate rights to submit, use and transfer any information, images or other right protected materials included in your Listing.  You certify that you have permission from the rights owner to include the right protected materials in your Listing.  Thrivepoint is not responsible for verifying whether any materials submitted are protected materials.  By submitting data, files and information via the Listing Service, you provide permission, and certify that you have obtained legal permission from any rights owners, for Thrivepoint to publish all information provided by you in your Listing on the Website in areas where any visitor may view the information.

Designers will retain their ownership rights in all Bids.  Access to Bids via Thrivepoint Design allows Solicitors to view Bids but does not provide Solicitors with ownership rights of any kind in Bids.  Any transfer of ownership rights will be addressed between Solicitors and Designers in subsequent transactions not involving Thrivepoint.

6. Confidentiality: Any data or information submitted to the Website will not be treated as confidential.  All information of any kind submitted, including Submissions, Company Information, Listings, Bids, and any other information will not be treated as confidential.  You agree that we may publish any information provided.

7. Links: Websites to which You provide links on the Website (1) may link to, but not replicate, our Content; (2) may not imply that we are endorsing such website or its services or products; (3) may not misrepresent its relationship with us; (4) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (5) may not contain viruses or other tools designed to cause complications and/or damage; and (6) may not portray us or our products or services, in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate us with undesirable products, services, or opinions.

We are not responsible for the content of any off-WebSite pages or any other websites linked to or from the WebSite, including, but not limited to, links appearing in Content, Listings, Bids, Company Information, Submissions, or References.  Links appearing on the WebSite are for convenience only and are not an endorsement by us, our affiliates, or our partners of the referenced content, product, service, or supplier.  Your linking to or from any off-WebSite pages or other websites is at your own risk.  We are in no way responsible for examining or evaluating, and we do not warrant the offerings of, off-WebSite pages or any other websites linked to or from the WebSite, nor do we assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions.  You should carefully review the terms and conditions and privacy policies of all off-WebSite pages and other websites that you visit.

8. Account and Password Confidentiality: If you use the Website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.  If you are accessing and using the Website on someone else’s behalf, you represent that you have the authority to bind that person as a principal to all the Terms and Conditions provided herein, and you agree to accept liability for harm caused by any wrongful use of the Website resulting from such access or use.  We reserve the right to refuse service, terminate accounts, or remove or edit content, for any reason, in our sole discretion without prior notice.

9. NO REPRESENTATION OR WARRANTY: THE WEBSITE IS PRESENTED “AS IS.” WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE) IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE WEBSITE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE.  WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER, USER OF THE WEBSITE (“USER”), OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY SOLICITORS, DESIGNERS, OTHER USERS, OR ANY THIRD PARTY.  THRIVEPOINT DOES NOT MAKE ANY GUARANTEES THAT A SALE WILL ULTIMATELY BE CONDUCTED BETWEEN YOU AND ANOTHER REGISTERED USER.

10. DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY: YOU AGREE THAT WE WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY:  (1) INTERRUPTION OF BUSINESS; (2) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEBSITE; (3) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (4) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE WEBSITE; (5) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; (6) EVENTS BEYOND OUR REASONABLE CONTROL, AND/OR (7) CLAIMS THAT YOUR BID OR LISTING OR MATERIALS OR INFORMATION, PROVIDED TO US BY YOU OR APPROVED BY YOU INFRINGE, DILUTE, OR MISAPPROPRIATE A REGISTERED USER’S, USER'S, AND/OR A THIRD PARTY’S COPYRIGHT, PATENT, TRADEMARK, TRADE DRESS, OR TRADE SECRET; CONSTITUTE FALSE OR DECEPTIVE ADVERTISING, LIBEL, SLANDER; INVADE A REGISTERED USER’S, USER'S, AND/OR A THIRD PARTY’S PRIVACY; VIOLATE A REGISTERED USER’S, USER'S AND/OR A THIRD PARTY’S PUBLICITY RIGHT; AND/OR CAUSE PROPERTY DAMAGE.
FURTHER, TO THE MAXIMUM EXTENT PERMITTED BY LAW WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) RELATED TO THE WEBSITE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING THE FOREGOING LIMITATIONS ON LIABILITY, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.

11. Release: If you have a dispute with another Registered User, a User, or with any third party, you release Thrivepoint (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

12. Indemnification: You agree to indemnify, hold harmless and defend Thrivepoint against any claim, liability, damages, loss, cause of action, proceeding, demand, and costs (including reasonable attorneys’ fees) incurred by Thrivepoint on account of a Registered User’s, User’s, and/or a third party's claim regarding any or all of the following (a) claims resulting from, in connection with, or related to : (i) your use of the Site; (ii) your decision to submit Listings or Bids or References and to conduct business with other Registered Users or Users; (iii) your breach of any provision of this Agreement; (iv) any liability arising from the tax treatment of payments or any portion thereof; (v) any negligent or intentional wrongdoing by you; (vi) any act or omission of yours with respect to the payment of fees to any Designer; (vii) your dispute of any payment; (viii) your obligations to a Registered User, User, and/or third party; and/or (viii) claims that your Bid or Listing or materials or information provided to us by you or approved by you infringe, dilute, or misappropriate a Registered User’s, User’s, and/or a third party's copyright, patent, trademark, trade dress, or trade secret; constitute false or deceptive advertising, libel, or slander; invade a Registered User’s, User’s, and/or  a third party's privacy; violate a Registered User’s, User’s, and/or third party's publicity right; and/or caused property damage related to use of your Bid or Listing.  You also agree to indemnify, hold harmless, and defend Thrivepoint for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.  Thrivepoint shall (i) give you notice of the relevant claim, (ii) cooperate with you in the defense of such claim, and (iii) give you the right to control the defense and settlement of any such claim, except that you shall not enter into any settlement that affects Thrivepoint’s rights or interest without Thrivepoint’s prior written approval.  We shall be entitled to participate in such defense through our own counsel at our own cost and expense.

13. Choice of Law and Forum Selection: This Agreement will be governed by and construed in accordance with the laws of the state of California, without regard to or application of conflicts of law rules or principles.  In the event that a dispute arises with respect to the terms of this Agreement, you agree that the exclusive and sole forum shall be the State of California and you agree to submit to the jurisdiction of the same.  You further agree that the exclusive and sole venue for resolution shall be the San Francisco Superior Court of the State of California or the United States District Court for the Northern District of California.

14. Termination: We may terminate this Agreement at any time for any reason and in our sole discretion.  We may, with or without prior notice, terminate any of the rights granted by this Agreement.  You shall comply immediately with any termination or other notice, including, as applicable, by ceasing all use of the WebSite.  Once terminated, you may not continue to use the Services under a different Account or re-register under a new Account.  In addition, violations of the Terms and Conditions may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.  In the event of termination, Thrivepoint will not and shall have no obligation to refund any fees paid regardless of whether Services have been provided.

15. Deletion of Account: You may request that we delete your account by using the Contact Us form at http://www.thrivepointdesign.com/pages/contact_us.

16. Complete Agreement: You acknowledge and agree that these Terms and Conditions, together with our Privacy Policy, located at http://www.thrivepointdesign.com/pages/privacy-policy, constitute the complete and exclusive agreement between us concerning your use of the WebSite as a Registered User, and supersede and govern any prior or contemporaneous proposals, agreements, understandings or other communications, whether written or oral.  These Terms and Conditions shall take precedence over any other documentation, and any conflicting or additional terms shall be deemed mere surplusage and shall be ineffective for any purpose as between the parties hereto unless agreed to in writing with specific reference to this paragraph by number.  These Terms and Conditions take precedence over the general Terms of Use applicable to all Users of the Website and paragraph 13 of those Terms of Use do not operate to render these Terms and Conditions ineffective.

17. Relationship Between Parties: Nothing contained in these Terms and Conditions shall be construed as creating any agency, partnership, or other form of joint enterprise between us.  Thrivepoint does not sell designs, act as an agent for Designers, guarantee any work done by Designers, or guarantee that designs will work.  Thrivepoint does not act as an agent for Solicitors.

18. Enforceability of Provisions: Our failure to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself.  In the event that any provision of these Terms and Conditions shall be unenforceable or invalid under any applicable law or be so held by any applicable court decision, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole:  We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.

19. Successors and Assigns: You will not assign, delegate, or transfer your rights or obligations (including your Account) under the Agreement to anyone without the express written permission of Thrivepoint, and any attempt to do so will be null and void.  Thrivepoint may assign, delegate, or transfer its rights or obligations under this Agreement in its discretion and without any other party's consent.  Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto.

20. Compliance with Laws: As a condition of using Thrivepoint's Services, you agree to comply and be solely responsible for satisfying domestic and international laws, statutes, ordinances and regulations regarding any tax, governmental reporting and other legal requirements including without limitation those applicable to any income you gain or expense you incur as a result of your use of the Website and its services. You are responsible for paying all applicable taxes associated with your use of the Website.  You are responsible for compliance with applicable federal, state, local, and international  laws.

21. Force Majeure: Thrivepoint shall not be liable to you for any delay or default in the performance of its obligations hereunder if such delay or default is caused by conditions beyond its reasonable control, including but not limited to fire, flood, earthquake, equipment failures, Internet failures, or telecommunications line failures, accidents, acts of war or terror, riot, governmental interference, labor disputes, strikes, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party.  The time for performance shall be extended by the period of such delay.

22. Construction of Stipulation: Each of the parties hereto acknowledges and agrees that this Stipulation has been negotiated, drafted, and/or reviewed by all parties hereto and that it is not to be construed or interpreted more strongly against any party hereto than any other party hereto.

23. Right and Option to Cure: If you believe that Thrivepoint has violated any if the provisions of these Terms and Conditions, you must provide notice to Thrivepoint of the perceived violation.  Thrivepoint will then have fifteen (15) days to cure the perceived violation if it chooses to do so.

24. Headings: Any boldface paragraph headings herein are included for ease of reference only and have no binding effect.

Contact Thrivepoint will communicate with you by email using the email address currently provided in your Account settings. You may use the Contact Us form at http://www.thrivepointdesign.com/pages/contact_us to contact Thrivepoint.

Updated: 5/16/2008