Terms of Use for Thrivepoint Design Visitors

Consent: PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.  THESE TERMS OF USE (REFERRED TO HEREIN AS “TERMS OF USE” OR “AGREEMENT”) IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND THE COMPANY YOU REPRESENT (“YOU,”  “YOUR,” AND (IF APPLICABLE) “USER”)) 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 WEBSITE.   BY ACCESSING THIS WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS THIS WEBSITE.  THRIVEPOINT RESERVES THE RIGHT TO CHANGE THESE TERMS OF USE AT ANY TIME, AT ITS OWN DISCRETION AND WITHOUT NOTICE TO YOU; HOWEVER, ALL SUCH CHANGES WILL BE POSTED TO THIS WEBSITE.  THRIVEPOINT ENCOURAGES YOU TO REVIEW THE TERMS OF USE FROM TIME TO TIME SO THAT YOU ARE AWARE OF ANY SUCH CHANGES.  THE TERMS OF USE THAT ARE APPLICABLE TO YOU AT ANY GIVEN TIME ARE THE THEN-CURRENT TERMS OF USE.  A “USER,” AS USED IN THESE TERMS OF USE, IS ANY USER OF THE WEBSITE.

THRIVEPOINT RETAINS THE RIGHT TO DENY ACCESS TO THIS WEBSITE TO ANYONE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO, FOR VIOLATION OF ANY OF THESE TERMS OF USE.

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

2. Property: Content available on the WebSite 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, or others 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, 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, 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 Website unless expressly permitted by law. This Website or any portion of this Website 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.

3. License: We grant you a limited, revocable, and nonexclusive license to access and make use of the Website.  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 do any of the following: (1) modify or download the WebSite or its contents (except caching or as necessary to view content); (2) create any derivative work based on either the WebSite or its Content; (3) collect account information for the benefit of another party; (4) use any meta tags or any other “hidden text” utilizing our name or the Trademarks without our express written consent; (5) use software robots, spiders, crawlers, or similar data gathering and extraction tools; (6) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (7) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, or (8) 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.

4. 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”) submitted are not Submissions.  Company Information will be treated as proprietary but will be nonconfidential and available on 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, you hereby grant us a nonexclusive, royalty-free, irrevocable, worldwide and fully sublicensable right to use, distribute, and display such Company Information on the Website.

If you make a Submission or provide Company Information, you represent and warrant that you own or otherwise control the rights to the Submission and/or Company Information.  You further represent and warrant that such Submission and/or Company Information do not constitute or contain software viruses, commercial solicitation, 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 and/or Company Information. 

Your use of the Website does not give you ownership rights in any of the Content or other information on the Website.

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

6. Links: Websites to which you provide links on the Website (1) may link to, but not replicate, our Website, in whole or in part; (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.  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 of use.  You should carefully review the terms of use and privacy policies of all off-WebSite pages and other websites that you visit.

7. 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 OF USE 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 USER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEBSITE BY ANY USER OR ANY THIRD PARTY.  THRIVEPOINT DOES NOT MAKE ANY GUARANTEES THAT A SALE WILL ULTIMATELY BE CONDUCTED BETWEEN YOU AND ANOTHER USER.  WE ATTEMPT TO BE AS ACCURATE AS POSSIBLE ON THE WEBSITE 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.

8. 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 MATERIALS OR INFORMATION PROVIDED TO US BY YOU OR APPROVED BY YOU INFRINGE, DILUTE, OR MISAPPROPRIATE A 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 USER’S AND/OR A THIRD PARTY’S PRIVACY; VIOLATE A 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 USE OF THE WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED $100.

9. Release: If you have a dispute with another 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.

10. 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 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 Website; (ii) your decision to conduct business with other 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 any payments; (vii) your dispute of any payment; (vii) your obligations to any User; and/or (viii) claims that information provided to us by you or approved by you infringe, dilute, or misappropriate a 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 User’s and/or  a third party's privacy; violate a User’s and/or third party's publicity right; and/or caused property damage.  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.

11. 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 these Terms of Use, the Parties agree that the exclusive and sole forum shall be the State of California and the Parties agree to submit to the jurisdiction of the same.  The parties 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.

12. 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 Website.  In addition, violations of the Terms of Use may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.

13. Complete Agreement: You acknowledge and agree that these Terms of Use, 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, and supersede and govern any prior or contemporaneous proposals, agreements, understandings or other communications, whether written or oral.  These Terms of Use 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.  In the event that you register for use of services offered by Thrivepoint Design, terms and conditions for such use will apply for such use.

14. Relationship Between Parties: Nothing contained in these Terms of Use shall be construed as creating any agency, partnership, or other form of joint enterprise between us.

15. 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 of Use 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 of Use 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.

16. Compliance with Laws: You are responsible for compliance with applicable federal, state, local, and international  laws.

17. Construction of Terms of Use: You acknowledges and agree that these Terms of Use have been reviewed by you and that it is not to be construed or interpreted more strongly against Thrivepoint.

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

You may use the Contact Us form at http://www.thrivepointdesign.com/pages/contact_us to contact Thrivepoint.