Terms of Service
Last Updated Date: February 19th, 2015
Shopventory (“Shopventory,” “We” or “Us”) provides services that enable Thrive Users (defined below) to import sales and transaction data from their payment processor, import insights and metrics from social media services, and analyze their sales data for insights (the “Services”) through our website located at thriveapp.com (the “Site”) and the Thrive app (the “App”).
YOU UNDERSTAND THAT BY CLICKING THE “JOIN THRIVE” BUTTON, OR BY USING THE SITE, THE APP, OR SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, THE APP, OR SERVICES. If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.
- Registration. When you register to create an account through the App (“Thrive Account”), you will be asked to choose a username and a password. You are responsible for safeguarding your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your password, whether or not you have authorized such activities or actions. You agree that the information that you provide to Shopventory upon registration, and at all other times will be true, accurate, current and complete. Without limiting any other terms of this Terms of Service, you may not impersonate any other person or use a username or password that you are not authorized to use. Shopventory reserves the right to require you to change your username for any reason and may do so at any time.
- Modification. Shopventory reserves the right, in its sole discretion, to modify, discontinue or terminate the Site, the App, and Services, or to modify these Terms of Service, at any time and without advance notice. If Shopventory modifies these Terms of Service, we will post the modification on the Site, the App, or within the Services. We will also update the “Last Updated Date” in these Terms of Service. If any modified terms and conditions are not acceptable to you, your sole remedy is to cease using the Site, the App, and Services, and if applicable, cancel your Thrive Account. By continuing to access or use the Site, the App, and Services after Shopventory makes any such revision, you agree to be bound by the revised Terms of Service.
- Termination and Account Cancellation.
- Shopventory Termination. Without limiting other remedies, Shopventory reserves the right to terminate the Site, the App, and Services or your access thereto at any time and for any reason. In addition, Shopventory may take any actions it deems appropriate, without notice to you, if Shopventory suspects or determines, in its own discretion, that you may have: (i) failed to comply with any provision of these Terms of Service or any policies or rules established by Shopventory; or (ii) engaged in actions relating to or in the course of using the Site, the App, or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Thrive Users, Shopventory, any other third parties, or the Site, the App, or Services.
- Your Termination. You may terminate your Thrive Account at any time and for any reason by emailing Shopventory at email@example.com.
- Rights at Termination Upon termination, all rights granted to you by these Terms of Service will immediately cease. Shopventory is not liable to you or any third party for termination of the Site, the App, or Services, or termination of your use of the Site, the App, or Services. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION THAT YOU HAVE SUBMITTED ON THE SITE OR WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Shopventory will provide you with a reasonable period of time to allow you to request your data used by the App or Services by emailing Shopventory at firstname.lastname@example.org. Subject to the foregoing sentence, we reserve the right (but have no obligation) to delete all of your information and account data stored in our database upon termination of these Terms of Service, and Shopventory shall not be liable to you or any third party for termination of access to the App, Services, or deletion of your information or account data.
- Survival. Any suspension, termination or cancellation of the Site, the App, or Services will not affect your obligations to Shopventory under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
- Intellectual Property Ownership and Restrictions. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the App, Services, or related products and services. You will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, the App, or Services. Shopventory and its licensors own all right, title and interest, including all worldwide intellectual property rights in the Site, the App, and Services, and the trademarks, service marks and logos contained therein.
- Personal Non-Commercial Use. Subject to your compliance with these Terms of Service, you may access and use the Site, App, and Services for your own personal non-commercial use. Any commercial use of the Site, the App, or Services requires Shopventory’s prior written consent.
- Obligations for Shopventory Users. In addition, without limitation, you agree that while using or accessing the Site, the App, or Services you will not: (i) circumvent, disable or otherwise interfere with security related features of the Site, the App, or Services; (ii) attempt to probe, scan or test the vulnerability of any Shopventory system or network, or breach or impair or circumvent any security or authentication measures protecting the Site or Services; (iii) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, the App, or Services; (iv) collect, or attempt to collect, any personal data about other Shopventory Users without their express permission; (v) use the Site, the App, or Services in any manner not permitted by these Terms of Service; or (vi) encourage or instruct any other individual to do any of the foregoing or to violate any term of these Terms of Service.
- Disclaimer of Warranties. Your use of the Site, the App, and Services is at your sole discretion and risk. The Site, the App, and Services, and all materials, information, products and services included therein, are provided on an ’AS IS“ and ’AS AVAILABLE“ basis without warranties of any kind. SHOPVENTORY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, THE APP, AND SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. Shopventory disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Site, the App, or Services; or (ii) that the Site, the App, or Services will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by you from Shopventory, will create any warranty not expressly stated in these Terms of Service. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
- Limitation of Liability. IN NO EVENT WILL SHOPVENTORY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, THE APP, OR SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SHOPVENTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT WILL SHOPVENTORY’S CUMULATIVE LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO ACCESS THE SITE, THE APP, OR SERVICES.
- Indemnification. You agree to defend, indemnify, and hold Shopventory, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with (i) your access to or use of the Site, the App, or Services; (ii) your violation of these Terms of Service; (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any claim that your use of the Site, the App, or Services caused damage to a third party.
- Third Party Links. The Site, the App, and Services may provide links to third party websites or resources. You acknowledge and agree that Shopventory is not responsible or liable for the availability or accuracy of such websites or resources, and Shopventory does not endorse such websites or resources or the content, products, or services on or available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
- No Assignment. You will not assign these Terms of Service or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of Shopventory. Any purported assignment or delegation by you without the appropriate prior written consent of Shopventory will be null and void. Shopventory may assign these Terms of Service or any rights hereunder without your consent.
- Relationship of the Parties. For purposes of these Terms of Service, including if you become a Registered User, you are not an employee or agent of Shopventory, and you will not represent that you are any of the foregoing. Each party will be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and will not bind or attempt to bind the other to any contract. Each party will be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Service, including without limitation any expenses associated with the implementation of these Terms of Service.
- Severability and Waiver. In the event that any provision in these Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of Shopventory to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
- Force Majeure. Shopventory will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Shopventory will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
- Governing Law. These Terms of Service and the relationship between you and Shopventory will be governed by the laws of the State of California without regard to its conflict of law provisions. You and Shopventory agree to submit to the personal and exclusive jurisdiction of the courts located in San Diego County, California.
- Entire Agreement. These Terms of Service are the entire and exclusive agreement between Shopventory and you regarding the Site, the App, and Services, and supersede and replace any prior agreements between Shopventory and you regarding the Site, the App, and Services.
- Notice. Any notice or other communication to be given hereunder will be in writing and given (a) by Shopventory via email to the address that you provide; (b) by Shopventory via a posting on the Site; or (c) by you via email to email@example.com or to such other addresses as Shopventory may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
- Questions. If you have questions about these Terms of Service please contact Shopventory at firstname.lastname@example.org.