Last Updated: October 28, 2022
Welcome to Thrive Market! These Terms of Service (“Terms”) govern your use of the Thrive Market website, www.thrivemarket.com (the “Site”), any Thrive Market mobile application (the “App” and together with the Site, the “Platform”), and any features, content, products and other services offered by Thrive Market (collectively, the “Services”). THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS, PROHIBITS CLASS ACTION CLAIMS, AND SECTION 22 AND SECTION 26 LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
The Platform and Services are owned by Thrive Market, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We grant you a personal, limited, non-transferable, nonexclusive license to access and use the Platform and Services. We reserve the right, in our sole discretion and without notice to you, to revise the products and offers available on the Platform or the Services and to change, suspend or discontinue any aspect of the Platform or Services and we will not be liable to you or to any third party for doing so.
You agree that by purchasing or redeeming a membership or placing an order on the Platform, you are agreeing to these Terms and entering into a binding contract with Thrive Market. You agree to pay all charges that may be incurred by you or on your behalf through the Services, at the price(s) in effect when such charges are incurred, including, without limitation, all shipping and handling charges. In addition, you remain responsible for any taxes that may be applicable to your Transactions (as such term is defined in Section 9 below).
If you have any questions about these Terms or need assistance, we encourage you to review our Frequently Asked Questions (“FAQs”) or contact our Member Services team at email@example.com or visit our Contact Us page for other ways to connect with us.
Section 1 - Use of Services
You may use the Services only for your own non-commercial personal use and in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading or posting of information to the Services and are responsible for the consequences of such communications. Any other use of the Services requires the prior written consent of Thrive Market. You may not otherwise copy, modify, or distribute the contents of the Services without the prior written consent of Thrive Market. You may not modify, publish, transmit, participate in the transfer of, sell, create derivative works from, or in any way exploit any of the content found on the Services, in whole or in part.
You may not use the Services for any of the following purposes:
Section 2 - Thrive Market Membership
In order for you to take advantage of the Services, you will be required to sign up for a Thrive Market Membership (a “Membership”). Information regarding the cost of the Membership can be found on our FAQs (the “Membership Fees”). All Membership Fees are paid in advance for the Membership Term; such term will vary based on the initial membership period you selected, i.e. 1 year, 1 month, etc. (the “Membership Term”).
AUTOMATIC RENEWAL TERMS: All Memberships renew automatically for the Membership Term, at the then-current Membership rate, until you cancel. YOU ACKNOWLEDGE AND AGREE THAT THRIVE MARKET MEMBERSHIP, IN ANY FORM, CONTINUES INDEFINITELY UNLESS OR UNTIL YOU CANCEL THE MEMBERSHIP. IF YOU DO NOT CANCEL, YOUR MEMBERSHIP WILL AUTOMATICALLY RENEW AT THE THEN-CURRENT RATE ($59.95 FOR ANNUAL MEMBERSHIPS, $12 FOR MONTHLY MEMBERSHIPS PURCHASED AFTER APRIL 2022 AND $9.95 FOR MONTHLY MEMBERSHIPS PURCHASED BEFORE APRIL 2022) ON EACH ANNIVERSARY UNTIL YOU CANCEL. You accept responsibility for all recurring charges prior to cancellation, including any charges processed by Thrive Market after the expiration date of your payment card, where applicable.
CANCELLATION POLICY FOR MEMBERSHIPS: You may cancel your Membership at any time by contacting our Member Services team by visiting your Account page or our FAQs. Upon cancellation you will not be charged for any subsequent renewal periods and your Membership will not continue past the then current Membership Term. However, all Membership Fees paid prior to termination of your Membership are non-refundable and you shall be responsible for any charges for the Membership prior to your cancellation.
Annual members may cancel for any reason within their first 30 days of membership for a full refund; such persons at time of cancellation will forfeit their ability to place orders with Thrive Market at the time of their cancellation confirmation. If you place an order after your cancellation has gone into effect, you will be charged at the then-current rate for a non-refundable annual Membership.
CHANGES TO MEMBERSHIP PRICE: We reserve the right to adjust pricing for our Memberships, Services, or any components thereof in any manner and at any time in our sole and absolute discretion. Except as otherwise expressly provided for in these Terms, any price changes or changes to your Membership Fees will take effect following notice to you.
B. Trial Membership Offers
Thrive Market may offer free trial Memberships (“Free Trial”). The terms and conditions of such Free Trial will be communicated to you when you sign up for the Free Trial.
AUTOMATIC RENEWAL FOR TRIAL PERIODS: Once your Free Trial ends, we will begin billing your designated payment method the then-current annual Membership Fee (plus any applicable taxes and other charges) on a recurring basis on each annual anniversary (plus any applicable taxes and other charges) for your Membership Term until you cancel your Membership.
CANCELLATION POLICY FOR TRIAL PERIODS: You may cancel your Free Trial at any time prior to the end of your applicable trial period by contacting Member Services via our FAQs.
Section 3 - Modification of Service or Terms; Errors
Thrive Market reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity or discontinue any product or service; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (iii) bar any user from making or completing any or all Transaction(s); and (iv) refuse to provide any user with any product or service.
B. Typographical Errors
We reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions (including after an order was submitted and accepted). In the event that a product sold is mistakenly listed at an incorrect price or an incorrect amount is charged to your payment card, Thrive Market reserves the right to refuse or cancel any orders placed for the product, whether or not the order has been confirmed and your payment method charged. If your payment method has already been charged for the purchase and your order is cancelled, Thrive Market shall issue a credit to your payment method account.
Section 4 - Prices & Savings
A. Prices & Reference Prices
Prices for Services and any products made available through the Services are subject to change without notice.
Our Services utilize reference prices throughout the Platform which are the Manufacturer’s Suggested Retail Prices (“MSRP”) provided by vendors for national brand products. For private label products, the reference price is the MSRP of the most similar national brand product as determined in our sole discretion (collectively “Reference Prices”). Reference Prices do not imply or guarantee that a customer cannot purchase the product at a lower cost with a different vendor, and may not reflect the prevailing market price of a product. We do not guarantee the accuracy of such materials and information. Our Services rely on the Reference Prices and your purchasing behavior to estimate a customer’s projected savings. All prices and savings, including Reference Prices and projected savings, are subject to change at any time without notice. Although we make efforts to maintain the accuracy of information maintained on our Platform, including pricing information and product details, we may occasionally make errors in the stated prices on the Platform. If there is an error, we will in our discretion attempt to correct the mistake. For more details about how Reference Prices are calculated and frequency of updates, see our FAQs.
B. Savings Estimates & Calculations
Our Platform and Services estimate projected savings for each customer based on a customer’s answers to our shopping quiz our savings calculations as compared to Reference Prices averaged over time. All projected and stated savings are solely estimates and are subject to change at any time without notice. We make no guarantees that a customer will save the projected or estimated amount.
For more details about how Savings are calculated, see our FAQs.
Section 5 - Your Consent to Receive Emails, Text Messages & Other Communications
You expressly consent to receive and accept communications from Thrive Market, including via e-mail, push notifications, text messages (together, “Communications”) or other comparable means at any of the e-mail addresses and/or telephone numbers you provide. You agree that we may send such Communications for any transactional, customer service, order, Autoship, Thrive Cash, or other account- or order-related matters, and, as applicable, for advertising, marketing or promotional purposes or other purpose you requested or consented too (i.e. out of stock reminders). The messaging frequency will vary. If you consent to receive marketing-related text messages, YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING TEXT MESSAGES AS A CONDITION OF PURCHASING ANY GOODS OR SERVICES. IF YOU WISH TO OPT OUT OF THRIVE MARKET MARKETING COMMUNICATIONS OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS. EVEN IF YOU OPT OUT OF MARKETING COMMUNICATIONS OR TEXT MESSAGES, WE MAY STILL SEND YOU OTHER ESSENTIAL COMMUNICATIONS DIRECTLY RELATED TO YOUR ACCOUNT OR ORDERS. In response to our text messages, you may Reply HELP for help. Reply STOP to unsubscribe. Standard text messaging and data charges will apply to text messages we may send.
Section 6 – Autoship
AUTOSHIP: Autoship is a recurring shipment feature of the Thrive Market membership. For new members joining after August 4, 2022, the items placed in the member’s first order are defaulted to the Autoship recurring shipment setting every four weeks unless the member modifies this selection as described below. Items defaulted to Autoship will ship on a recurring basis until the member modifies or cancels future shipments. New orders placed after the first order are not defaulted to Autoship and can be added to Autoship on a product-by-product basis. For members who joined before August 4, 2022, by enrolling in our Autoship program, you are agreeing to recurring shipments and charges for the items you’ve added to your Autoship order. Such shipments and charges will occur as set forth in your Autoship Manager. Items in your Autoship order will thereafter automatically be added to a future order according to your chosen delivery schedule and you will be charged the then-current retail price for any such Autoship items until you cancel.
MANAGING AUTOSHIP: Autoship settings can be changed, paused, or canceled at any time through the “Manage Autoship” links on the member account. Autoship-eligible products selected will automatically be sent to you at the designated frequency (e.g. four weeks, eight weeks, etc.) unless (i) you choose to skip, modify, or cancel a delivery or (ii) the item is out of stock, and you will be automatically charged on the scheduled Autoship order processing date, which can be found at the “Manage Autoship” section or account settings of your Account page. You can edit your Autoship orders up until 11:59 PM on the day prior to their scheduled order processing date. Not all items are eligible for Autoship.
Item prices may vary from shipment to shipment. Thrive Market will notify you of the current price in advance of each shipment. If an Autoship item is out of stock at the time of shipment, you will be notified and you will not be charged for that item for that period. Shipping charges may apply depending on the specifics of each order.
CANCELING AUTOSHIP: To cancel your Autoship, go to your “Manage Autoship” or your Account settings, where you may also remove products that you no longer want to Autoship. Any items not removed from the Autoship list will be charged and delivered to you. You may also disable Autoship altogether through Autoship Manager. You accept responsibility for all recurring charges for items not removed from the Autoship list prior to their scheduled order processing date, including any charges processed by Thrive Market after the expiration date of your payment card, where applicable.
Section 7 - Promotions and Offers
From time to time, we may provide promotions or offers for qualified customers (“Promotions”), such as sales, special discounts, free gift with purchase and Thrive Cash. Promotions may be subject to separate terms and conditions. In addition, for some products and services exclusions may apply. All Promotions are valid through their stated expiration dates, may be limited to specific quantities, are valid while supplies last, are limited to quantities on hand, are limited to one per customer, are not applicable towards the purchase of gift cards or memberships, and may not apply to certain merchandise. Any required spend amount refers to the purchase price of eligible products and does not include tax. Certain exclusions or other restrictions may be determined and communicated by Thrive Market in its sole discretion. No substitutions or cash redemption is available. Thrive Market reserves the right to make the final decision with respect to any redemption or fulfillment of any Promotion in its sole discretion. You agree to abide by the terms and conditions of any Promotion and acknowledge that circumvention of the terms and conditions of any such Promotion is an unauthorized or fraudulent act. You will be liable for damages caused by any such unauthorized or fraudulent act, and Thrive Market reserves the right to charge the payment method in your account an amount equal to such damages. All Promotions are subject to cancellation or modification at any time.
Free Gift with Purchase(s) (“GWP”) is a type of Promotion, where we offer a gift(s) with a qualifying order. In order to receive the GWP, you must meet the minimum order value or other stated requirement(s). See the applicable GWP terms for more details about the specific value. Memberships, gift cards, frozen food and wine orders cannot be used toward the minimum order value. Selection and value of gifts may vary. We reserve the right to cancel or modify the GWP Promotion at any time and for any reason, with or without prior notice. GWP Promotions cannot be combined with any other gift with purchase offers. See our FAQs for more details.
Thrive Cash is a shopping credit Promotion that can be applied towards the purchase of merchandise on the Platform. Thrive Cash is subject to separate terms and conditions. Please visit and review the Thrive Cash Terms and Conditions page for additional information.
The Thrive Market eGift Card (also known as an "eGift" or “Gift Card”) program allows a person (“gifter”) to purchase and send a virtual Thrive Market Gift Card to another person (“recipient”). You may choose to gift shopping credits to be used on the Platform or to gift a Membership, or both. You can complete your purchase using a credit card, debit card, or other electronic payment methods. Your eGift will be delivered the same day to the recipient, provided that your payment form is approved, or at a future date chosen by the gifter. Recipients of gift memberships must redeem the gift in order to enroll in the membership. All eGift recipients must have a valid credit card or PayPal account to redeem their gift. For privacy reasons, we’re unable to notify the gifter if a recipient has received or redeemed their eGift; however, we encourage gifters to check with recipients directly.
The value of eGifts are not transferable to another payment method. For any questions about gifting, please visit our FAQs.
A. Thrive Market Shopping Credit eGift
When purchasing an eGift for Thrive Market shopping credits, you may choose among designated dollar value options (within certain limits). The recipient can redeem the eGift for Thrive Market shopping credit by visiting the link in the gift email. eGifts may be combined with promotional coupons and other gift cards at checkout. eGift shopping credits may not be used to purchase additional gift cards or to pay for Membership fees.
The application of the shopping credit eGift to your account differs depending on your current status with Thrive Market, whether you are (i) new user/prior member, (ii) trial member, or (iii) active member:
B. Gift Memberships
A gift membership is a Thrive Market membership (“Gift Membership”). Once redeemed a Gift Membership provides access to shop on Thrive Market’s Platform for one year. If the recipient is already an active Thrive Market member, their Gift Membership will commence at the conclusion of their existing membership for another year.
Automatic renewal for Gift Membership
At the end of the Gift Membership period, the Thrive Market Gift Membership automatically renews for another Membership Term. For each Membership renewal period, the recipient’s existing payment method is charged at the then-current Membership rate for the additional Membership Term, unless the recipient cancels. See Section 2 of the Terms for further information about automatic renewal of Thrive Market Memberships.
General Terms for Gift Cards & Gift Memberships
Thrive Market is not responsible and assumes no liability for nondelivery of an email because of an invalid address, spam filters, or any other reason. Thrive Market is not responsible for loss or misuse of Gift Membership access codes. Gift Memberships have no cash value or other value and can only be used to access the Site during the eGift term. A Gift Membership may be canceled by the recipient at any time, but no refunds will be issued. Unless prohibited by law, no refunds will be provided for Gift Cards. These gift programs are subject to change or withdrawal without advance notice. For any questions about gifting, please visit our FAQs.
Section 9 - Orders For Alcoholic Beverages
You must be, and you must represent, warrant, and certify that you are, at least 21 years of age to purchase any alcoholic beverages.
Thrive Market serves only as a third-party marketer and is not, nor does it represent or warrant that it is, a licensed producer, distributor, or retailer of alcoholic beverages. All orders of alcoholic beverages are made to, accepted by, processed by, and fulfilled by a third-party alcoholic beverage licensed vendor or supplier (“Licensed Vendor”). The alcoholic beverage portion of any order is subject to review by such Licensed Vendor(s) and may be rejected for any reason. Each applicable Licensed Vendor will be responsible for fulfilling its order requests, including without limitation receipt of the purchase price, shipping, returns, refunds, and the payment of any applicable marketing fees.
For more information about the shipment of alcoholic beverages, please visit our FAQs.
Section 10 - Worker Health & Safety Fee
We have implemented a broad range of programs across our network to invest in worker safety and wellbeing, including mental health support and enhanced worker safety training. To make these and other programs sustainable longer-term, we asked our member community to join us by supporting a portion of the costs by paying an optional Worker Health & Safety Fee. This fee is optional. Members who elect not to contribute can easily opt-out by visiting their Account page. To learn more, visit our FAQs.
Section 11 - Thrive Gives Program
In order to further our mission to make healthy and sustainable living accessible for all, we established the Thrive Gives program to help our communities get access to healthy groceries. The program provides one year of free membership credit to Thrive Market and special discounts, products or other items to qualifying individuals who are part of the Thrive Gives program (“Thrive Gives members”). Each Thrive Gives member will receive a one-time credit to offset the annual membership fee for a standard Thrive Market membership. After the free membership period has expired and unless you have applied and been approved for an additional year of Thrive Gives support, your membership renews automatically for the Membership Term, at the then-current Membership rate, until you cancel. See Section 2 - Membership for further details.
By accepting any membership or offer from the Thrive Gives program, you agree to accept these Terms and any separate terms and conditions applicable to the Thrive Gives program. All Thrive Gives offers are valid through their stated expiration dates, may be limited to specific quantities, may be subject to a maximum discount, are valid while supplies last, are limited to quantities on hand, are limited to one per household, and certain exclusions may apply.
If you have gifted funds to the Thrive Gives program, we will distribute any such funds for the committed purpose. We reserve discretion in the method, timing and other aspects of how gifted funds may be distributed.
The Thrive Gives program and any aspects of it may be suspended, modified, or revoked at our sole discretion without prior notice to you.
From time to time, we may ask for testimonials, photos, videos or other user-generated content from Thrive Gives members about their experience with the Thrive Gives program. You agree that we may, at any time, without restriction, edit, copy, publish, distribute, and otherwise use content submitted by you in response to our requests. See Section 15 - User Comments, Feedback, and other Submissions for further details.
For more details about the Thrive Gives program, how to apply or gift, please visit our Thrive Gives page.
Section 12 - Accuracy, Completeness, and Timeliness of Information
A. Accuracy, Completeness, and Timeliness of General Information
We are not responsible if information made available on the Services is not accurate, complete, or current.
All descriptions, images, references, features, content, specifications, products, and prices of products and services described or depicted on the Services are subject to change at any time without notice. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession,
B. Accuracy of Billing and Account Information
When you sign up for a Membership or purchase any product or service made available through the Services (each such purchase, a "Transaction"), you agree to provide current, complete, and accurate purchase and account information. You agree to promptly update your account and other information, including your email address and credit card account information, expiration dates and shipping address, so that we can complete your Transactions and contact you as needed.
You may only have one Membership per household. If you have obtained multiple promotional discounts as a result of setting up multiple Memberships for a single household, we may charge you the difference for any products purchased with a discount obtained in violation of these Terms. We shall have the sole discretion to cancel your Membership, modify any orders that you have placed through the Services, and refuse any order you place with us.
In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any Transaction. Verification of information may be required prior to the acknowledgment or completion of any Transaction.
Section 13 - Additional Terms and Conditions; Risk of Loss; Return Policy
A. Additional Terms & Conditions
You agree that additional terms and conditions may apply to specific products, orders, or use of certain portions of the Services, including with respect to ordering and shipping policies, review guidelines, Returns Policy, and refer-a-friend programs (“Additional Terms”), which Additional Terms are made part of these Terms by reference. If there is a conflict between these Terms and the Additional Terms, the Additional Terms shall control.
B. Risk of Loss
All purchases of physical items from Thrive Market are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier (i.e delivery services, such as Federal Express, USPS, etc).
C. Return Policy
As an online market, we rely on shipping to service our members and due to our commitment to reducing our carbon footprint, we do not accept returns of any item once it ships. Please review our full Returns Policy in our FAQs.
Section 14 - Optional Tools or Links
We may provide you with access to third-party tools or links over which we neither monitor nor have any control or input. You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. Any use of optional tools or links is entirely at your own risk and discretion, and we shall have no liability whatsoever arising from or relating to your use of such optional third-party tools.
Section 15 - User Comments, Feedback, and other Submissions
If you send to us user-generated content, such as photos, videos, creative ideas, testimonials, suggestions, proposals, plans, or other materials (exclusive of your personally identifiable information), whether online (via our website or any of our social media accounts (Facebook, Instagram, etc), by email, postal mail, text message or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use those Comments in any medium. We are and shall be under no obligation (a) to maintain any Comments in confidence; (b) to pay compensation for any Comments; or (c) to respond to any Comments.
We may but have no obligation to monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms.
You agree that: (i) your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right; and (ii) we disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website. You are responsible for all Comments you contribute in any manner to the Services, and you represent and warrant that you have all rights necessary to do so, in the manner in which you contribute them. You are responsible for all your activity in connection with the Services, and you agree that we may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Section 16 - Services Not for Minors
The Services are not targeted toward or intended for use by anyone under the age of 16. By agreeing to these Terms, you represent that you (a) are 16 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one Thrive Market account, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.
Section 17 - Copyright Infringement
If you believe that material or content residing on or accessible through the Services infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Thrive Market’s Designated Agent, whose contact details are listed below:
Upon receipt of a proper notice of copyright infringement, we reserve the right to:
Please contact Thrive Market's Designated Agent at the following address:Thrive Market, Inc.Attn: General Counsel5340 Alla Road, Suite 105 BLos Angeles, CA 90066
Section 18 - Personal Information
Section 19 - Disclaimer – No Professional Advice
Any information provided by us regarding the products or otherwise (e.g. product descriptions, promotional videos, blog posts, or instructions) is for informational purposes only. You should not take any action based upon any information contained on the Services. Use of the Services is not meant to serve as a substitute for professional advice. You should read and strictly follow all product labels, packaging inserts, and instructions and all manufacturer directions and warnings and seek independent professional advice when appropriate.
YOU SHOULD ALWAYS SPEAK WITH A HEALTHCARE PROFESSIONAL BEFORE TAKING ANY DIETARY, NUTRITIONAL, HERBAL, OR HOMEOPATHIC SUPPLEMENT OR EVEN CERTAIN FOODS. Thrive Market does not warrant and shall have no liability for information provided in the Services regarding recommendations concerning supplements for any and all health purposes. This information is provided solely as a guideline to be used when discussing a program with a healthcare professional. The claims made about specific nutrients or products have not been evaluated by the FDA. Dietary supplements are not intended to diagnose, treat, cure or prevent disease.
Section 20 - Taxes
Your total price will include the price of the product plus any applicable sales tax; such state and local sales taxes are based on the shipping address and the sales tax rate in effect at the time you purchase the product. We will charge tax only in states where goods sold over the Internet are taxable.
Section 21 - Prohibited Uses
In addition to other prohibitions as set forth in these Terms, you are prohibited from using the Services or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; (k) to interfere with or circumvent the security features of the Services or any related website, other websites, or the Internet; or (l) in a manner inconsistent with, or in violation of, these Terms. We reserve the right to terminate your use of the Services or any related website for any reason, in our sole discretion and with or without notice to you.
Section 22 - Disclaimer of Warranties; Limitation of Liability
Thrive Market attempts to display information on the Services as accurately as possible. However, Thrive Market does not guarantee or make any representations or warranties concerning any content contained in or accessed on the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (i) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT (ii) ANY WARRANTIES THAT ARISE FROM TRADE USAGE, OR (iii) THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
EXCEPT IN CASES OF WILLFUL MISCONDUCT AND RECKLESS CONDUCT ON THE PART OF THRIVE MARKET, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL THRIVE MARKET BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM THRIVE MARKET, OR FROM EVENTS BEYOND THRIVE MARKET’S REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THRIVE MARKET’S RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THRIVE MARKET ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES OR PRODUCTS EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS OR EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO THRIVE MARKET IN CONNECTION WITH THE SERVICES IN THE PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THRIVE MARKET’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM US, OR FOR OUR FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL, MALICIOUS, OR RECKLESS MISCONDUCT.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THRIVE MARKET AND YOU.
Section 23 - Indemnification
You agree to indemnify and hold Thrive Market and its affiliates, directors, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including attorneys’ fees) arising from or in any way related to any third-party claims relating to (a) your illegal use of the Services (including any actions taken by a third party using your account), (b) your violation of these Terms, (c) your posting of any defamatory or infringing content on the Site or App, and (d) your violation of any third-party rights in connection with your use of the Services. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Section 24 - Assignment
Section 25 - Termination
The obligations and liabilities incurred prior to the termination of your Membership or use of our Services shall survive the termination of these Terms for all purposes. Account termination may result in deletion of any content associated with your account, so keep that in mind before you decide to terminate your use of the Services.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we may terminate your Membership and access to the Services at any time without notice and you will remain liable for all amounts due up to and including the date of termination.
Section 26 – Dispute Resolution and Arbitration Agreement
PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER IN THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH THRIVE MARKET AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings arising out of or related to these Terms, the Services or products sold on the Services, or to your relationship with Thrive Market (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Thrive Market agree (a) to waive your and Thrive Market’s respective rights to have any and all Disputes arising from or related to these Terms, or the Services, content or products, resolved in a court, and (b) to waive your and Thrive Market’s respective rights to a jury trial. Instead, you and Thrive Market agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
No Class Arbitrations, Class Actions or Representative Actions: You and Thrive Market agree that any Dispute arising out of or related to these Terms, the Services or products sold on the Services is personal to you and Thrive Market and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of consolidated or representative proceeding. Thrive Market and you further agree to not participate in any class, consolidated or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party. These limitations and waiver of class, consolidated, or representative proceedings shall apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Thrive Market, and shall survive any termination of your account or the Services.
If it is determined that the limitations and waiver of class, consolidated, or representative proceedings set forth in this section title are void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the Disputes will not be subject to arbitration and must be litigated in federal court located in Los Angeles, California.
If any other clause in the limitations and waiver of class, consolidated, or representative proceedings set forth in this section title are found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.
Notice; Informal Dispute Resolution
You and Thrive Market agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within six (6) months of (i) the date it arises or (ii) the date they knew or should have known, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Thrive Market shall be sent by certified mail, courier or email to Thrive Market, Inc., Attn: General Counsel, 5340 Alla Road, Suite 105 B, Los Angeles, CA 90066 or to firstname.lastname@example.org. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Thrive Market account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically. If you and Thrive Market cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Thrive Market may, as appropriate and in accordance with this Section, commence an arbitration proceeding or, to the extent specifically provided for above, file a claim in court.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, YOU AND THRIVE MARKET AGREE THAT ANY ARBITRABLE DISPUTE MUST BE COMMENCED OR FILED BY YOU OR THRIVE MARKET WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND THRIVE MARKET WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE).
You and Thrive Market agree that any arbitration will be conducted confidentially in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration will be conducted via telephonic/video hearing in a manner consistent with the JAMS rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Los Angeles County, California, or the Central District of California to enter judgment upon any award.
As limited by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. And, the arbitrator's decision or award in one person's or entity's case can only impact the person or entity that brought the claim, not other Thrive Market users, and cannot be used to decide other disputes with other users.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Thrive Market will pay the additional cost. Thrive Market shall also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses, or other fee-generating activity to be frivolous or asserted or conducted for an improper purpose. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorney's fees and expert witness costs unless Thrive Market is specifically required to pay such fees under applicable law.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the Terms by writing to: Thrive Market, Inc., Attn: Legal Department, 5340 Alla Road, Suite 105 B, Los Angeles, CA 90066. The opt out notice must include your full name and email address and clearly indicate your intent to opt out of binding arbitration.
Subject to the section title "No Class Arbitrations, Class Actions or Representative Actions," above, if any part or parts of this Arbitration Agreement in this Section are found 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.
Section 27 - Choice of Law and Venue
These Terms and your relationship with Thrive Market are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any Disputes arising from or relating to these Terms, the Services or products sold on the Services, or to your relationship with Thrive Market shall be finally settled in arbitration in Los Angeles County, California, in English to the extent required by Section 26. The arbitration will be conducted via telephonic/video hearing in a manner consistent with the JAMS rules. The parties agree to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Los Angeles County, California, or the Central District of California to resolve any Disputes not subject to arbitration as set forth in Section 26—i.e., those either party seeks to bring as an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property. You and Thrive Market agree that these Terms affect interstate commerce and that the enforceability of Sections 26 and 27 shall be both substantively and procedurally governed by and construed and enforced in accordance with the FAA, to the maximum extent permitted by applicable law.
Section 28 - Miscellaneous
The failure of either you or Thrive Market to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
Section 29 - Contact Information
Questions about the Terms should be sent to us at:Thrive Market, Inc.5340 Alla Road, Suite 105 BLos Angeles, CA 90066
Attn: Member Services
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