Last Modified October 18, 2016
Propel Business Services, Inc. (“Propel” or “we”) provides a range of marketing products and services for businesses under a number of different brand names, including “Propel Marketing” through its website www.propelmarketing.com (the “Propel Marketing Website”) and other means. These terms and conditions relate solely to the suite of services provided by Propel under the “ThriveHive” brand (hereafter ‘ThriveHive’, ‘we’, or ‘us’) including the marketing platform and related applications and services available through www.thrivehive.com. You (the “User” or “you”), by using, accessing, or attempting to interact with ThriveHive, or ThriveHive software, applications, services, websites, or any of its third party licensors’ software, applications, services or websites (collectively “Services”), agree to be bound and abide by these terms and conditions (the “ Agreement”), which we may update without notice. We encourage you to review this Agreement periodically.
This Agreement does not apply to purchases that consist solely of non-ThriveHive products and services that are available through the Propel Marketing Website or through Propel customer service. Separate terms and conditions apply to those other Propel Marketing products and services, as described at www.propelmarketing.com/legal/advertising_terms/ (the “Propel Marketing Agreement”). If you purchase both ThriveHive Services, and Propel Marketing services or products, this Agreement will apply to the ThriveHive Services and the Propel Marketing Agreement will apply to the other Propel Marketing services and products. There may also be applicable third party terms as described in Section 2(c) below. It is your responsibility to read both this Agreement, the Propel Marketing Agreement and any applicable third party agreement for applicable terms depending on the particular services or products you purchase.
You must be at least 18 years old and competent to enter into a contract to use the Services. Unless we expressly provide otherwise in writing, this Agreement incorporates and supersede any other terms associated with the files and applications available on www.thrivehive.com, its sub-domains, and any international counterparts and sub-domains
You agree that the Services, which include all software and documentation, both electronic or printed media, contain or may contain copyrighted material, trademarks and service marks, trade secrets, patent pending material, and other proprietary intellectual property. The Services are the proprietary property of Propel Business Services, Inc. or their licensors, as applicable. They are protected by copyright, trade secret, trademark and patent laws, and other proprietary rights and laws, and they may only be used or accessed as specifically provided for in this Agreement. You agree that you will only use the Services if you are a person over 18 years of age. You agree that you will not store, copy, modify, rent, lease, loan, sell, distribute, transfer, transmit, display, reverse engineer, reverse assemble, or otherwise attempt to discover any programming code or any source code used in or with the Services. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services (which includes its software and documentation), create derivative works based on or in any manner commercially exploit the Services, in whole or in part. You agree that violations by you, any other person or entity, of any intellectual property rights, applicable laws, or the terms of this Agreement will be prosecuted to the fullest extent of the law in the federal and state courts located in the Commonwealth of Massachusetts. The Services are offered on an “as is” basis and used by the User solely at his or her own risk.
- Service Offering and Content.
(a) ThriveHive will provide the User with the use of a script (the “Software”) which the User will embed in the User’s web-site(s) to generate website usage records. Upon signing up, ThriveHive will provide the Services as specified in your communications with ThriveHive for the Term and subject to the pricing and limitations as set forth at www.thrivehive.com/pricing. ThriveHive will receive and store the usage records at no additional charge during the Term (as defined below) of this Agreement, subject to the features limits of the User account that are described at www.thrivehive.com/pricing. Limits are subject to change at any time, and we encourage you to periodically review the information at www.thrivehive.com/pricing.
(b) User is solely responsible for ensuring that all content on its websites, in emails or other communications or provided through any other part of the Services that describes User’s business, products or services, is complete, accurate, is non-infringing and complies with applicable law, and is liable for any and all claims and damages relating to such content. User must verify any content created by ThriveHive as part of the Services on behalf of User. ThriveHive shall have no liability for any such content, whether provided by User or created on behalf of User.
(c) ThriveHive may use third party service providers to support and/or supply some or all of the technology, platforms, content and/or other products/services for use in connection with the Services provided in this Agreement. Some third party service providers may require User to accept additional terms and conditions as a condition to use of their products or services, which terms may be required as a click to accept agreement prior to use of the third party product or service.
(d) ThriveHive is not structured to serve as a “Business Associate” within the meaning of the Privacy Regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996, as amended (“ HIPAA”). Accordingly, certain services cannot be provided to Users who are considered “covered entities” under HIPAA, to the extent such services would involve ThriveHive or its affiliates or providers having access to protected health information of Users’ customers.
- Upgrades and Add-ons.
The User may upgrade such Limits and/or add-on additional services (including but not limited to Integrated Phone Call Tracking which may include a call recording feature; Integrated Web Form Handling and CRM; and Integrated Video Hosting and Tracking; and other services ThriveHive or Propel Marketing may in the future make available) by adjusting the User’s account settings at the my.thrivehive.com/
- Consulting and Training.
The User may select consulting and training services as linked to on www.thrivehive.com/pricing. Each consulting and/or training service shall be billed on its respective Start Date and if applicable on the BDOM thereafter. No advance notice is required to upgrade or downgrade such services. Mid-month upgrades require only the difference in price be paid pro-rated for the upgrade date. Downgrades take effect on the next BDOM. No refunds shall be given for unused minutes or services.
- ACCEPTANCE AND AUTHORIZATION.
BY USING THE SERVICES, THE USER ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AUTHORIZES THRIVEHIVE TO CHARGE ITS CREDIT CARD ACCOUNT MONTHLY FOR THE SERVICES RENDERED BY IT IN ACCORDANCE WITH THE RATES SET FORTH. THRIVEHIVE SHALL NOT BE OBLIGATED TO PROVIDE SERVICES IF A MONTHLY BILLING TRANSACTION RETURNS UNPAID, OR IF AN UNDISPUTED INVOICE REMAINS UNPAID MORE THAN THIRTY (30) DAYS AFTER ISSUANCE, OR IF THE USER IS OTHERWISE IN BREACH OF THIS AGREEMENT.
- Chargeback / Refund Policy.
ThriveHive will not, under any circumstances, issue cash refunds for early contract cancellation. If you have a question about charges made to your account, please contact us immediately. If the charges were made in error, we will immediately credit your account or credit card account for the appropriate amount. ThriveHive has a zero tolerance policy for chargebacks. Any customer who disputes a credit card payment that is found to be valid will be permanently barred from use of the Services. Any past due fees and costs will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.
- Age and Nature of the User.
The User certifies that he or she is a person at least 18 years of age. The Services may not be used by any automated device or automated computational machine. The Services may only be used or accessed through an electronic device under the manual control of the User at all times.
ThriveHive and Propel shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from or by the User or through the Services. The User takes full responsibility for all taxes and fees of any nature associated with Services used or products purchased.
The initial term of this Agreement is one (1) month and shall continue thereafter until terminated by either party giving the other written notice (the “Term”). You may cancel your subscription at any time, unless otherwise disclosed for Propel Marketing Add-on products that are governed by the terms at www.propelmarketing.com/legal/advertising_terms/ or third party products or services subject to separate terms. The Term will end on the last day of the billing month in which notice is given. A final bill for any final month overages and any other outstanding fees will be processed upon account deactivation. Notwithstanding the foregoing, ThriveHive may terminate Services at any time, without penalty and without notice, if the User fails to comply with any of the terms of this Agreement or the intellectual property protections applicable to these Services. Termination shall not affect ThriveHive’s right to compensation as provided hereunder. Further, upon termination of this Agreement for any reason whatsoever, the User acknowledges and agrees that ThriveHive may immediately delete all of the User’s data and reassign phone numbers used by the User, except any data that ThriveHive may be required by law to retain.
- Phone Numbers.
Phone numbers provisioned as part of the Services remain the property of ThriveHive and/or its third party providers until and unless legally transferred to User. Such transfer, if permitted by the third party provider, requires (i) completion of a transfer form, (ii) payment of the transfer fee then in effect, and (iii) payment of all outstanding invoices through the transfer request date plus an extra month of base fees to cover the time required to move the phone numbers. Phone numbers that belong to the User may be forwarded to phone numbers rented from ThriveHive at no additional charge.
- No Right to Sublicense or Distribute.
The User may not rent or lease or provide the Services (including any software or documentation used by or with the service) to third parties. The User may not decompile, disassemble, reverse engineer, copy, create a derivative work, or display the Software code in human readable form, or otherwise use the Services (which includes its software and documentation) except as explicitly provided for in this Agreement. The User may not store, publish, or give the Services (including software and documentation) to others, or otherwise enable its use by others.
- Temporary Use License Granted.
Only for the duration of being logged into the User’s valid ThriveHive account, the User is hereby granted a non-exclusive, non-transferable temporary license, subject to the terms and qualifications of this Agreement, to use the Services only on the single computer that temporarily accesses the Services directly from the ThriveHive website. A valid ThriveHive account may only be created and maintained by a User who fully provides valid personal information about the User in the signup process. To maintain a valid account, the User must regularly update such information to assure its accuracy, and the User must always comply with the terms of this Agreement. The User is not granted a license or any other right to store any of the Services (including any portion of the software or documentation) on any computer or other device, or copy or otherwise use such information to create derivative works.
- Lawful Purpose.
Services provided to or used by the User may only be for lawful purposes as defined by applicable law. Transmission, storage, copying, or modifying any material or other actions by the User in violation of any Federal, State or Local regulation is prohibited. This includes material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes, but is not limited to, material protected by trademark, copyright, trade secret, or any other statute, threatening material, or obscene material. Users are prohibited from using Services for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which ThriveHive deems, in its sole discretion, to be objectionable, including, but not limited to, pornography, satanic materials, and any and all materials of an adult nature. This also includes links or any connection to such materials. The designation of any materials as such described above is left entirely to the discretion of the ThriveHive management. The User agrees to indemnify and hold harmless and defend ThriveHive, Propel and its affiliates and their from any claims resulting from the User’s use or User’s allowed use by others of the Services which damages either ThriveHive, Propel, its affiliates or their respective officers, employees, directors, members, or any other party.
- Due Care & Errors.
ThriveHive’s, Propel’s and its affiliates’ liability for any errors is strictly limited to correcting any errors which are due to the machines, operators, or programmers of ThriveHive. Such errors will be corrected at no additional charge to User. Neither ThriveHive, Propel nor its affiliates assumes any responsibility for delays caused by events beyond their control. Neither ThriveHive, Propel nor its affiliates shall attempt to validate any information provided by the User for use with Services for content, correctness or usability, and User is solely responsible for all information and content. Use of Services requires a certain level of knowledge in the use the Internet and World Wide Web. The User is required to have the necessary knowledge to use the Internet and the World Wide Web. There is no free support provided for the User in the use and operation of ThriveHive.
- Disclaimer of Warranties.
Services are provided on an “as is” basis. User’s, use of Services are at User’s sole risk. Neither ThriveHive, Propel, its affiliates, or their respective employees, directors, agents, third party information providers, merchants, or licensors, warrant that Services will not be interrupted or error free;) nor do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Services, nor do they make any warranty that you will get effective sales leads from use of the Services.
IN NO EVENT WILL THRIVEHIVE, PROPEL, ITS AFFIILIATES OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, OFFICERS, AGENTS, LICENSORS, MEMBERS, SHAREHOLDERS, OR DIRECTORS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFIT OR LOST REVENUE, LOSS OF USE, OR LOSS RESULTING FROM BUSINESS INTERRUPTION REGARDLESS OF WHETHER THRIVEHIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. User agrees that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive termination of this Agreement.
TO THE FULLEST EXTENT PERMITTED BY LAW, THRIVEHIVE, PROPEL, ITS AFFILIATES, THIRD PARTY INFORMATION PROVIDERS, MERCHANTS, AND LICENSORS MAKE NO REPRESENTATIONS WITH RESPECT TO THE SERVICES OR ANY SOFTWARE OR OTHER TECHNOLOGY USED IN CONNECTION THEREWITH, AND EXPLICITLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THIS AGREEMENT, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITION OF MERCHANTABILITY, NON INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
- Indemnification and Limited Liability.
The User shall defend, indemnify, save and hold ThriveHive, Propel and its affiliates and their respective employees, contractors, officers, agents, licensors, members, shareholders and directors (collectively, “ThriveHive Parties”)) harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against them, that may arise or result from any service provided or performed or agreed to be performed or any product used or sold by or to User, its agents, employees or assigns. The User shall defend, indemnify and hold harmless ThriveHive Parties against any and all Liabilities caused directly or indirectly the User or any person who User allows to access the Services. Under no circumstances, including negligence, shall ThriveHive (Parties or any one else involved in creating, producing or distributing ThriveHive Services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the ThriveHive Service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to ThriveHive records, programs or services. This paragraph shall apply to all content and functionality of Services. Notwithstanding the above, the User’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which the User paid directly to ThriveHive during the current month. Such limitations shall apply to ThriveHive total liability, including without limitation any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.
- Privacy & Legal Information.
- Prior Agreements Superseded.
This Agreement is the entire agreement of the parties hereto with respect to its subject matter and supersedes any prior written or oral agreements between the parties with respect to the subject matter hereof.
- Contract Revisions and Applicable Legal Jurisdiction.
Revisions to this Agreement will be applicable to previous version of this Agreement. Revisions will be considered agreed to by the User continuing to use of or access the Services in any way after posting of the revisions. The current version date of the Agreement is set forth at the beginning of the Agreement. ThriveHive reserves all rights for changes and/or modifications to the Services and rates and will communicate these changes to the User within 30 days of their effect. This Agreement constitutes the entire understanding of the parties, and is agreed to being entered into in the Commonwealth of Massachusetts. This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts and no party shall object to removal or prosecution of any litigation to a federal or state court in Massachusetts.
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