Terms of Service
Last Updated: August 17, 2020
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”). NOTE THAT SECTION 24 OF THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS 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, nontransferable, 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 Services and to change, suspend or discontinue any aspect of the Services and we will not be liable to you or to any third party for doing so.
You agree that by placing an order on the Services and agreeing to these Terms, you are entering into a binding contract with Thrive Market and 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.
Section 1 - Use of Services
You may use the Services only for your own noncommercial 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:
- Posting, communicating or transmitting any material that infringes on any intellectual property, publicity, or privacy right of another person or entity;
- Engaging in any harassing, threatening, intimidating, predatory, or stalking conduct;
- Posting any information which is untrue, inaccurate, or not your own;
- Using or attempting to use another user’s account without authorization from such user and Thrive Market;
- Using the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Site, the App, and Services in any manner;
- Engaging in conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law or regulation;
- Attempting to interfere in any way with the Platform, Thrive Market’s network security, or attempting to use the Services to gain unauthorized access to any other computer system;
- Using the Services to drop ship merchandise to third parties;
- Purchasing in bulk for resale;
- Purchasing products for commercial use or in connection with distribution via a commercial meal service (e.g. school cafeteria; school snacks, etc.); and
- Using the Service or shipping products outside the United States.
Section 2 - Services Not for Minors
The Services are not targeted toward or intended for use by anyone under the age of 18. By agreeing to these Terms of Service, you represent that you (a) are 18 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 3 - 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. 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, 3 months, etc. (the “Term”).
AUTOMATIC RENEWAL TERMS: All Memberships renew automatically for the Membership Term until you cancel. By purchasing a Membership, you agree and acknowledge that your Membership has an initial prepayment feature for the selected period of Service and a recurring Membership Fee at the then-current Membership rate for your selected Term, and 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 us at (866) 419-2174 or emailing us at email@example.com. Upon cancellation you will not be charged for any renewal periods and your Membership will not continue past the then current period. 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.
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.
Section 4 - 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 (or our third-party payment processor) will begin billing your designated payment method on a recurring basis for your Membership (plus any applicable taxes and other charges) for your Membership Term, or if you did not preselect a Term, until you cancel your Membership.
CANCELLATION POLICY FOR TRIAL PERIODS: You may cancel your Membership at any time prior to the end of the trial period by contacting us at (866) 419-2174 or firstname.lastname@example.org. Please note that you may not receive a notice from us that your free trial has ended or that the paid portion of your subscription has begun.
Section 5 – Autoship
AUTOSHIP: By (i) agreeing to participate in Autoship to replenish your Products you purchased, you are enrolling in our Autoship program and agreeing to recurring shipments and charges. Such shipments and charges will occur as set forth in the “Manage Autoship” section of Your Account page. Your first order will be processed immediately, and your selected payment method will be charged at the time the order is placed. Your Autoship subscription will thereafter automatically create a new order according to your chosen delivery schedule and charge you the then-current retail price and any applicable shipping charges, until you cancel. If an Autoship item is out of stock at the time of delivery, you will be notified prior to receiving the delivery and you will not be charged for that item for that period. You can add, remove, and adjust quantities of items anytime via the Manage Autoship tab in your Account settings.
AUTOSHIP RENEWAL TERMS: Subject to available inventory, the product selected will be automatically sent to you at the designated frequency (e.g. two weeks, four weeks, etc.) unless (i) you choose to skip 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 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.
CANCELLATION POLICY FOR AUTOSHIP: To cancel your Autoship at any time, go to your “Your Account” page, and click on the “Manage Autoship” section. Then, remove Products that you no longer want to Autoship. Any items not removed from the Autoship list will be charged and delivered to you.
For assistance, please contact our Member Services team at email@example.com; 866-419-2174; or via online chat. For additional information, visit our FAQs.
Section 6 - 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 FAQ page.
Section 7 - Accuracy, Completeness, and Timeliness of 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, use, and sale of any item purchased from the Services.
Section 8 - Modifications to the Service and Prices
Prices for Services and any products made available through the Services are subject to change without notice. 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.
Section 9 - 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 10 - 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.
Section 11 - 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 12 - User Comments, Feedback, and other Submissions
If you send to us user-generated content, such as photos, videos, creative ideas, 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, 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 (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) 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 of Service.
You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. 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 it. You are responsible for all your activity in connection with the Services.
Section 13 - Your Consent to Receive Emails and Other Communications
You expressly consent to receive and accept communications from Thrive Market, including via e-mail, push notifications or other comparable means at any of the e-mail addresses and/or telephone numbers provided. You agree that the foregoing authorized communications may be initiated for any transactional, customer service, advertising, marketing, promotional, account administration or other purposes. 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 MARKETING EMAILS OR TEXT MESSAGES FROM US, YOU AGREE TO OPT OUT BY FOLLOWING ANY UNSUBSCRIBE INSTRUCTIONS PROVIDED TO YOU IN THOSE COMMUNICATIONS.
Standard text messaging and data charges will apply to text messages we may send. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING COMMUNICATIONS, THRIVE MARKET MAY STILL SEND YOU COMMUNICATIONS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS.
Section 14 - 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 the Thrive Market’s Designated Agent, whose contact details are listed below:
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- Identification of works or materials being infringed;
- Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Thrive Market is capable of finding and verifying its existence;
- Contact information about the notifier including address, telephone number, and email address;
- A statement that the notifier has a good faith belief that the material identified is not authorized by the copyright owner, its agent, or the law; and
- A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
Upon receipt of a proper notice of copyright infringement, we reserve the right to:
- remove or disable access to the infringing material;
- notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and
- terminate such content provider's access to the Services if he or she is a repeat offender.
Please contact Thrive Market's Designated Agent at the following address:
Thrive Market, Inc.
Attn: Legal Counsel
4509 Glencoe Avenue
Marina Del Rey, CA 90292
Section 15 - Personal Information
Section 16 – Promotions and Offers
From time to time, we will provide promotions or offers for our customers (“Promotions”). Such 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 and are limited to quantities on hand. 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 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 at any time.
A. Gift Cards & Gift Memberships
i. Thrive Market eGift Card and eGift Credit.
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 the dollar value (within certain limits) and complete your purchase using a credit card, debit card, or certain 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. For privacy reasons, we’re unable to notify the gifter if a recipient has received or redeemed the gift of membership; however, we encourage gifters to check with recipients directly. You may give or receive an eGift with Gift Membership as described below.
The recipient can redeem the eGift for Thrive Market shopping credit by visiting the link in the gift email. All eGift recipients must have a valid credit card to redeem their gift. eGifts may be combined with promotional coupons and other gift cards at checkout. eGifts may not be used to purchase additional gift cards.
The application of the eGift to your account differs depending on the current status with Thrive Market, whether you are (i) new user/prior member, (ii) trial member, or (iii) active member:
- New User/Prior Member: If you are a new user or a prior member (cancelled or no longer active), redeeming your eGift will activate a free trial for a specified period. In connection with the free trial, you will be required to create an account. Upon redemption, the eGift balance will be applied to your account and appear on your next purchase at checkout. When your trial period expires, you will be charged for an annual membership at the then-current membership price if you do not cancel prior to the end of the free trial. If there is an unspent balance on your eGift at the end of your free trial period, the balance will be applied to your membership billing. If you choose to cancel your membership, your unspent balance will be refunded to a gift card.
- Trial User: As a trial user, you may receive an eGift during your trial membership. Upon redemption, the eGift balance will be applied to your account and appear on your next purchase at checkout. If there is a balance on your eGift at the end of your free trial period and you do not cancel your membership, you will be charged for an annual membership at the then-current membership price and the eGift balance will be applied to your membership fee. If you choose to cancel your membership, your balance will be refunded to a gift card.
- Active Member: As an active Thrive Market member, your eGift will be applied to your account and will appear on your next purchase at checkout. If there is a balance on your gift card and you choose to cancel your membership, your balance will be refunded to a gift card.
eGifts are transferable. For any questions about gifting, please visit our FAQs or contact our Member Services team (866) 419-2174 or email us at firstname.lastname@example.org.
ii. Gift Memberships
A gift membership is a Thrive Market membership (“Gift Membership”). A Gift Membership will provide access to shop on Thrive Market’s Site for a period specified by the gifter. The Gift Membership commences when the recipient redeems the coupon code. If the recipient is already an active Thrive Market member, their Gift Membership will commence at the conclusion of their existing membership for the term gifted.
Automatic renewal for Gift Membership
At the end of your Gift Membership period, your Thrive Market membership will automatically renew for another term (the same term as gifted to you). For each renewal period, your existing payment method on file will be charged at the then-current membership rate for the additional term, unless you cancel. See Section 4 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 Gift Term. A Gift Membership may be cancelled 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 or contact us at (866) 419-2174 or email@example.com.
Section 17 - 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 18 - 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 the goods sold over the Internet are taxable.
Section 19 - Prohibited Uses
In addition to other prohibitions as set forth in the 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 20 - 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 THE 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.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, AND LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THRIVE MARKET FROM AND AGAINST, AND COVENANT NOT TO SUE, FOR ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES AND THE PRODUCTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE LIMITATIONS SET FORTH IN THIS SECTION 20 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.
Section 21 - Indemnification
You agree to indemnify and hold Thrive Market and its affiliates, 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 22 - Assignment
Section 23 - 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 of Service, 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 24 – Dispute Resolution and Arbitration
PLEASE READ THE FOLLOWING 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.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising 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 representative proceeding.
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 thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Thrive Market shall be sent by certified mail or courier to Thrive Market, Inc., Attn: General Counsel, 4509 Glencoe Avenue, Marina Del Rey, CA 90292. 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 24, 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. 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 Southern District of California.
As limited by 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.
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, 4509 Glencoe Avenue, Marina Del Rey, CA 90292. The opt out notice must include your full name and email address and clearly indicate your intent to opt out of binding arbitration.
Section 25 - 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 dispute arising from or relating to the subject matter of these Terms or to your relationship with Thrive Market shall be finally settled in Los Angeles County, California, in English. You and Thrive Market agree that these Terms affect interstate commerce and that the enforceability of this Section 25 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
Section 26 - 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 27 - Contact Information
Questions about the Terms of Services should be sent to us at:
Thrive Market, Inc.
4509 Glencoe Ave.
Marina Del Rey, CA 90292
Attn: Member Services