ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 19, you agree that disputes arising under the Terms will be resolved by binding, individual arbitration and, BY ACCEPTING THE TERMS, YOU AND THRIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under the Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. Please refer to Section 19 of the Terms for additional detail.
- Use of The Site. Thrive Health Holdings, Inc., a Delaware corporation (“Thrive”), operates the website located at www.topnutritioncoaching.com (the “Site”). Thrive helps its users (“Users”) potentially connect (the “Services”) with a dietician or nutritionist (“Providers”). By accessing and using the Site, you agree to be bound by the Terms and all other terms and policies that appear on the Site. YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 13 YEARS OLD, AND, IF YOU ARE UNDER THE AGE OF 18 OR OTHER AGE OF MAJORITY IN YOUR STATE OF RESIDENCE (I.E., YOU ARE A MINOR), YOUR PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS ON YOUR BEHALF AND YOU MAY ONLY ACCESS AND USE THE SERVICES WITH PERMISSION FROM YOUR PARENT OR LEGAL GUARDIAN. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THE TERMS, DO NOT ACCESS AND/OR USE THE SITE.
Thrive (and those acting on its behalf) may send you text (SMS) messages at the phone number you provide to Thrive. Those messages may include operational messages about your use of the Site. You may opt out of receiving operational text messages at any time by sending an email to email@example.com indicating that you no longer wish to receive such texts along with the phone number of the mobile device receiving the texts. You may continue to receive text messages for a short period while Thrive processes your request and you may also receive text messages confirming the receipt of your opt-out request. Opting out of receiving operational text messages may impact the functionality that the Site provides to you. Text messages may be sent using an automatic telephone dialing system. Your agreement to receive text messages is not a condition of any purchase or use of the Site. Standard data and message rates may apply whenever you send or receive such messages, as specified by your carrier. Thrive also may send you e-mails concerning Thrive’s products and services (and potentially products and services of third parties). You may opt out of promotional emails by following the unsubscribe instructions in the promotional email.
- Limited Scope of Services; No Doctor-Patient Relationship. The Site is not, and should not be relied upon as, medical advice, opinion, diagnosis, treatment, or a guarantee of any kind or nature whatsoever. The Site is not intended to create and does not constitute any professional relationship between Thrive (or any of its officers, directors, employees, consultants, independent contractors, bloggers, experts, agents, volunteers, affiliates, or agents) and you, and does not create any doctor-patient or any other professional relationship with any of the Providers. Even if those providing information via the Site display professional licensure or other credentials in the healing arts, or cite clinical trials or other medical literature, they are limited to providing information and education, and are not providing any clinical service via the Site. The information provided through the Site should not be used for diagnosing or treating a health problem or disease because such information is not comprehensive and does not include all of the potential information regarding the subject matter. You acknowledge and agree that the Providers with whom you are connected are solely liable for, and will have complete authority, responsibility, supervision, and control over the provision of, all Services, subject to basic quality control standards and other requirements imposed by Thrive from time to time. Neither Thrive nor any third parties who promote the Services or provide you with a link to the Site shall be liable for any damages allegedly caused by the professional advice or Services you obtain from a Provider. We encourage you to consult with your healthcare provider before using the Services, and, by using the Services, you warrant that you are in good enough health to begin the Services, which may include changes to your diet or level of physical activity, among other things.
- Site Content. Although Thrive makes reasonable efforts to ensure that the content of the Site is correct and up-to-date, Thrive cannot guarantee, and make no representations or warranties regarding, the accuracy, completeness, reliability, or usefulness of the Site. Thrive reserves the right to change, add, or remove some or all of the content on the Site or temporarily or permanently discontinue all or any portion of the Site at any time without notice or obligation of any kind. The Site and the Services are intended for use only in the United States. Thrive makes no representation or warranty that the Site or Thrive’s Services are appropriate or available for use in locations outside of the United States. Persons using the Site or receiving Services outside of the United States do so at their own risk, and Thrive shall have no liability with respect to such users located outside of the United States.
- User Accounts. When you register on the Site, you are required to create an account (in each case, an “Account”) by entering your name, e-mail address, password, and certain other information collected by Thrive (collectively, “Account Information”). To create an Account, you must be at least 13 years old and if you are under the age of 18 or other age of majority in your state of residence (i.e., you are a minor), your parent or legal guardian must agree to the Terms on your behalf and you may only access and use the Services with permission from your parent or legal guardian. You agree that the Account Information that you provide to us at all times, including during registration and in any information you upload to the Site, will be true, accurate, current, and complete. You may not transfer or share your Account password with anyone or create more than one Account. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. Thrive reserves the right to take any and all action that it deems necessary or reasonable in its sole discretion regarding the security of the Site, your Account, and your Account Information. In no event and under no circumstances shall Thrive be held liable to you for any claims, liabilities, losses, or damages resulting from or arising out of your use of the Site, your Account, your Account Information, or your release of your Account Information to a third party. You may not use anyone else’s Account at any time for any reason. The Site is not directed to children under the age of 13. Children under the age of 13 are not eligible to use the Site or the Services. If Thrive later obtains actual knowledge that a user is under 13 years old or, if a user is under the age of 18 or other age of majority in that user’s state of resident (i.e., the user is a minor) and such user’s parent or legal guardian has not agreed to the Terms on such user’s behalf, Thrive will take steps to remove that user’s personal information from Thrive’s databases. By using the Site, you represent that you are at least 13 years old and, if you are under the age of 18 or other age of majority in your state of residence (i.e., you are a minor), your parent or legal guardian has agreed to the Terms on your behalf and you will only access and use the Services with permission from your parent or legal guardian. If you are a parent or guardian accepting the Terms on behalf of a minor, you also represent and warrant that you have read and agree to the Terms on behalf of the minor and on your own behalf. As a parent or guardian of a minor using the Services, you also acknowledge that your access and use of the Services are subject to the Terms. For the security of your Account, you will notify Thrive immediately of any actual or suspected loss, theft, or unauthorized use of your Account or Account Information.
- Licenses. Thrive hereby grants you a limited, non-exclusive, and nontransferable right to access the Site and use the Services solely for your personal, non-commercial use and only as permitted under the Terms and any separate agreements you may enter into with Thrive from time to time. Thrive reserves the right, in its sole discretion, to deny or suspend use of the Site or Services to anyone for any reason or no reason at all. You agree that you will not, and will not attempt to: (a) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Site or the Services; (b) use the Site or Services to violate any local, state, national, or international law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Site or Services; (d) distribute viruses or other harmful computer code through the Site, or (e) otherwise use the Services or Site in any manner that exceeds the scope of use granted above. In addition, you agree to refrain from vulgar or abusive language when communicating with Providers. You also agree that you will not upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy (up to, but not excluding, any address, email, phone number, or any other contact information without the written consent of the owner of such information), hateful, or racially, ethnically, or otherwise objectionable. You acknowledge that Thrive does not pre-screen any content, but that Thrive shall have the right (but not the obligation) to refuse, move, or delete any content that is available via the Site. Thrive shall also have the right to remove any content from the Site that violates the Terms or is otherwise objectionable in Thrive’s sole discretion. Thrive expressly disclaims any liability or responsibility for interactions with Providers that are not conducted exclusively through the Site. Thrive strongly recommends that you do not use the Services on public computers. Thrive also recommends that you do not store your Account password in your web browser or other software.
Certain features of the Site may permit users to upload content to the Site, including messages, reviews, photos, video, images, folders, data, text, and other types of works (in each case, “User Content”) and to publish User Content on the Site. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Site. By providing User Content to or via the Site, you grant Thrive a worldwide, non-exclusive, royalty-free, and fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media format(s) and through any media channels, whether now known or hereafter developed. If a Provider or another User requires access to your User Content, you grant those Providers or Users a non-exclusive license to access and use that User Content as permitted by the Terms and the functionality of the Service.
- Fees; Purchase Terms. You agree to pay all fees or charges to your Account in accordance with the fees, charges, and billing terms in effect at the time Services are rendered. By providing Thrive with your credit card number, Apple Pay or Google Pay account and associated payment information (and potentially other additional payment options in the future), you agree that Thrive is authorized to immediately invoice your Account for all fees and charges due and payable to Thrive and that no additional notice or consent is required. You acknowledge and agree that you shall be personally responsible for all expenses incurred in connection with the Services you request. Thrive reserves the right to modify or implement a new pricing structure at any time.
You will not be entitled to a refund for any reason without Thrive’s consent, which may be granted or withheld in Thrive’s sole discretion. If you believe you are entitled to a refund, please contact Thrive promptly after Services are rendered via email to firstname.lastname@example.org. Thrive will then consider whether you are entitled to a refund.
Thrive may make promotional offers available with different features and different rates to any or all of Thrive’s Users in Thrive’s sole and absolute discretion. Those promotional offers, unless made to you, shall have no bearing whatsoever on your use of the Site or receipt of Services. Thrive may change the fees for the Services in its sole and absolute discretion from time to time.
- Website Links. Thrive WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR FOR YOUR USE OF SUCH INFORMATION, SOFTWARE, OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES, INTERNET LOCATIONS, SOURCES OF INFORMATION, OR THEIR RESPECTIVE OPERATORS. Thrive may provide tools through the Site that enable you to export information to third party services, including through features that allow you to link your account on Thrive with an account on a third party service such as Facebook, Twitter, Instagram, or other website or through implementation of third party buttons (such as “like” or “share” buttons). By using one of those tools, you agree that Thrive may transfer that information to the applicable third party service. Those third party services are not under Thrive’s control and, to the fullest extent permitted by law, Thrive is not responsible for any third party service’s use of your exported information. Services may also contain links to third party websites. Linked websites are not under Thrive’s control, and Thrive is not responsible for their content.
- Intellectual Property Ownership. The Site and its entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by Thrive, 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. The Terms permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, reverse engineer, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site except as generally and ordinarily permitted through the Site according to the Terms. You must not access or use any part of the Site or any Services or materials available through the Site for any commercial purposes.
- Trademarks. Certain of the names, logos, and other materials displayed on the Site or in the Services may constitute trademarks, trade names, service marks, or logos (“Marks”) of Thrive or third parties. You are not authorized to use any such Marks without the express written permission of Thrive. Ownership of all such Marks and the goodwill associated therewith remains with Thrive or such third parties.
- Account Deactivation. You may deactivate your Account and end your registration at any time for any reason or no reason by sending an email to email@example.com. Thrive may suspend or terminate your use of the Site, your Account, and/or registration for any reason or no reason at any time. Subject to applicable law, Thrive reserves the right to maintain, delete, or destroy all communications and materials posted or uploaded to the Site pursuant to Thrive’s internal record retention and/or content destruction policies. After such deactivation, Thrive will have no further obligation to provide any Services to you or otherwise owe any other obligation to you.
- Right to Modify. Thrive may change, add, or delete portions of the Terms at any time on a going-forward basis in Thrive’s sole and absolute discretion. Continued use of the Site and/or Services following notice of any such changes, additions, or deletions will be deemed to be your acknowledgement of such changes and agreement to be bound by such changes, additions, or deletions.
- Reviews. Consumers generally may not be expected to achieve the same or similar results as others who have used the Services and who have subsequently written or recorded reviews, testimonials, or endorsements. Thrive posts these reviews for informational purposes only, and Thrive does not claim that you, or a significant number of consumers, will experience the same or similar results as mentioned in these reviews. Results experienced by any one individual who has provided a review is not necessarily what you, or any given consumer, should expect to experience. Any information that could be regarded as a review, testimonial, or endorsement on the Site does not constitute a guarantee, warranty, or prediction by Thrive regarding the outcome of any past, ongoing, or future conversation or interaction with you.
- Disclaimer of Warranties; Release. YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THRIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, SYSTEM INTEGRATION, RELIABILITY OF PERFORMANCE, AND FREEDOM FROM ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE AND SITE-RELATED SERVICES. YOU ACKNOWLEDGE THAT THRIVE DOES NOT CONTROL INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, THRIVE AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY ADVICE, OPINION, STATEMENT OR OTHER CONTENT OR OF ANY PRODUCTS OR SERVICES DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES.
Thrive expressly disclaims any and all liability concerning any treatment or action by any person following the information offered or provided within or through the Site or through Thrive or through anyone using the Site. Thrive is not liable for any unfair business practices by third parties. Thrive does not guarantee that any person’s use of the Site is the appropriate course of treatment for any individual’s particular health care problem. Communications on or through the Site do not create client-professional relationships and are not the subject of any associated privileges or confidentiality protections.
- Limitation of Liability. YOU UNDERSTAND THAT, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THRIVE OR ITS SHAREHOLDERS, OFFICERS, EMPLOYEES, MANAGERS, DIRECTORS, INDEPENDENT CONTRACTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, ATTORNEYS, ACCOUNTANTS, SUCCESSORS, OR ASSIGNS (EACH OF THE FOREGOING, A “THRIVE PARTY”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE SERVICES, EVEN IF THRIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, OR OTHERWISE. To the extent that Thrive cannot, as a matter of applicable law, disclaim any implied warranty or limit Thrive’s liabilities, the scope and duration of such warranty and the extent of Thrive’s liability will be the minimum permitted under such applicable law.
Notwithstanding the above, Thrive’s sole liability to you for any reason, and your sole and exclusive remedy for any cause or claim whatsoever, will be limited to the amount you paid for any product or service you purchased from Thrive in the preceding twelve (12) month period; provided, that any claims arising out of or in connection with your use of the Site must be brought within one (1) year after the event giving rise to such action occurred. You understand and agree that your use of the Site is predicated upon your waiver of any right to participate in a class action suit for any losses or damages resulting from your use of the Site.
- Assumption of Risks. You understand, acknowledge, and freely assume all risks, including psychological and emotional risks (whether or not foreseeable to Thrive or you), relating to your access to and activities with respect to the Site and Site content, or relating to any activity, information, or service, provided by Thrive or any of our agents, employees or independent contractors. You assume personal responsibility for any injury or harm of any kind (including, but not limited to, psychological or emotional injuries), illness, damage, loss, claim, liability or expense, of any kind or nature, that your person or property may suffer arising out of or in connection with the Site or Site content or use therein.
- Indemnification. You acknowledge and agree that, in consideration of your use of the Site, you agree to indemnify, defend, and hold harmless Thrive and all other Thrive Parties from and against any claims, actions, demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees and costs (all of the foregoing, “Claims”), resulting from, or alleged to result from: (i) your violation of the Terms or of applicable laws or regulations; (ii) your use of or reliance on the information presented on the Site; or (iii) any content you uploaded to the Site. In addition, in consideration of your use of the Site, you agree to indemnify, defend, and hold harmless your Provider(s) from and against any third-party Claims resulting from your lack of adherence with the general information, educational materials, or advice provided by such Provider. Thrive reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Thrive or any other Thrive Party, and you agree to cooperate with Thrive’s defense of such Claims. You agree not to settle any matter without the prior written consent of Thrive. Thrive will use reasonable efforts to notify you of any such Claim, action, or proceeding upon becoming aware of it.
- Geographical Restrictions. Thrive makes no representation that all Services described on or available through the Site are appropriate or available for use in locations outside the United States or territories of the United States. All financial transactions will be processed in U.S. dollars (unless the payment options provided by Thrive allow for automatic conversion of U.S. dollars to and from other currencies). The Service is not intended for distribution or use in any jurisdiction or country where such distribution or use would be contrary to law or regulation or that could or would subject Thrive to any registration, licensing, permitting, application, or other legal, statutory, or regulatory requirement within such jurisdiction or country.
- Disclosures. If required by applicable law, all Providers on the Site must present evidence of applicable professional licenses or qualifications upon initially engaging with Thrive. However, Thrive does not monitor the compliance by Providers with their applicable licensing or qualification requirements. Professional licenses are issued by professional licensing boards in the states where the Providers practice and other regulatory authorities. You may report a complaint relating to Services provided by a Provider by contacting the professional licensing board or other applicable regulatory authority in the state where you received your Services. However, this does not imply endorsement of a particular Provider.
- Dispute Resolution; Arbitration.
Generally. Subject to Section 19(b) and Section 19(c), in the interest of resolving any disputes between you and Thrive in the most expedient and cost-effective manner, in consideration of your use of the Site and receipt of Services, you and Thrive agree that every dispute arising in connection with the Terms, your use of the Site, or your receipt of Services will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may entail more limited discovery than in litigation (and therefore lower discovery costs), and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of the Terms, your use of the Site, or your receipt of Services, regardless of whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of the Terms or the deactivation of your Account. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THE TERMS AND USING THE SITE, YOU AND THRIVE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND ARE AGREEING TO ARBITRATE ALL DISPUTES.
Exceptions. Despite the provisions of Section 19(a), nothing in the Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in a small claims court in the United States; (ii) pursue an enforcement action through the applicable federal, state, or local agency, if that action is available; (iii) seek injunctive relief in a court of law in aid of arbitration; or (iv) file a lawsuit in a court of law to address an intellectual property infringement claim.
Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 19 within 30 days after the date on which you first agree to the Terms and commence using the Site (the “Opt-Out Date”) by sending a letter to Thrive Health Holdings, Inc., Attention: Legal – Arbitration Opt-Out, 2810 N. Church St., Unit 26129, Wilmington, Delaware 19802, which specifies your full legal name, the e-mail address associated with your Account on the Site, and a clear, simple statement that you wish to opt out of arbitration (an “Opt-Out Notice”). Once Thrive receives your Opt-Out Notice, this Section 19 will be void with respect to your use of the Site and receipt of Services, and any action arising out of the Terms, your use of the Site, or your receipt of Services will be resolved as set forth in Section 20. The remaining provisions of the Terms will not be affected by an Opt-Out Notice. If Thrive receives your Opt-Out Notice after the Opt-Out Date, your Opt-Out Notice shall be void and have no legal effect.
Arbitrator. Any arbitration between you and Thrive will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”), as modified by the Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Thrive. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
Notice of Arbitration; Process. If you or Thrive intend to pursue arbitration, the party seeking to initiate arbitration must first send a written notice of the dispute to the other party by certified U.S. mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by e-mail (a “Notice of Arbitration”). A Notice of Arbitration sent to Thrive must be sent to Thrive Health Holdings, Inc., Attention: Attn: Legal – Notice of Arbitration, 2810 N. Church St., Unit 26129, Wilmington, Delaware 19802. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim or dispute directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Thrive may commence an arbitration proceeding. All arbitration proceedings between the parties will be strictly confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or Thrive must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
Fees. If you commence arbitration in accordance with this Section 19, the payment of your filing fee and any other arbitration fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Miami, Florida. If the arbitrator finds that either the substance of your claim or the relief sought in your Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you will be solely responsible for the payment of all arbitration fees regardless of the AAA Rules. In that case, you also agree to reimburse Thrive for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND THRIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Thrive agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If Thrive makes any future change to the arbitration provisions of this Section 19, other than a change to Thrive’s address for a Notice of Arbitration or Opt-Out Notice, you may reject the change by sending Thrive written notice within 30 days of the change to Thrive’s address for submitting a Notice of Arbitration, in which case your Account with Thrive will be immediately deactivated and terminated, and the arbitration provisions of Section 19, as in effect immediately prior to the changes you rejected, will survive and continue to apply to you, your prior use of the Site, and your prior receipt of Services.
Enforceability. If all or any material portion of Section 19 is found to be unenforceable or if Thrive receives an Opt-Out Notice from you, then the entirety of this Section 19 will be null and void with respect to you, your use of the Site, and your receipt of Services, and, in that case, the exclusive jurisdiction and venue described in Section 20 will govern any action arising out of or related to the Terms, your use of the Site, and your receipt of Services.
- Other Provisions. You may not assign or transfer the Terms or your rights under the Terms, in whole or in part, by operation of law or otherwise, without Thrive’s prior written consent. Thrive may assign the Terms at any time without notice or consent. The Terms and your use of the Site and receipt of Services shall be governed by the laws of the State of Florida without giving effect to the principles of conflict of laws. The parties agree to the personal and subject matter jurisdiction and venue of the courts located in Miami, Florida, for any action related to the Terms, your use of the Site, and your receipt of Services, unless the arbitration provisions of Section 19 apply to you.
You understand that by checking the “Agree” box for the Terms and/or any other forms presented to you on the Site, you are agreeing to the Terms and that such action constitutes a legal signature and creates a binding, enforceable legal agreement. You agree that Thrive may send to you any privacy or other notices, disclosures, or communications regarding the Site or the Services (collectively, “Communications”) through electronic means, including, but not limited to: (1) by e-mail using the e-mail address that you provided to Thrive during registration, or (2) by posting the Communications on the Site and/or to your Account. The delivery of any Communications is effective when sent by Thrive regardless of whether you read the Communication when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Communications by e-mail by deactivating your Account and ceasing to use the Site and receive Services.
No waiver by Thrive of any term or condition set forth in the Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Thrive to assert a right or provision under the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
The Terms constitute the sole agreement between you and Thrive relating to your use of the Site and the Site content, and no representations, statements or inducements, oral or written, not contained in the Terms will bind either you or the Company.
Please report any violations of the Terms to firstname.lastname@example.org.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials appearing on the Site infringe your copyright, you (or your agent) may send Thrive a notice requesting that the material be removed or access to it blocked. In addition, if you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet statutory requirements imposed by the DMCA. In accordance with the DMCA, Thrive has designated an agent to receive notification of alleged copyright infringement in accordance with the DMCA. Any written notification of claimed infringement should comply with Title 17, United States Code, Section 512(c)(3)(A) and should be provided in writing to Thrive Health Holdings, Inc., Attention: Legal – Copyright Infringement Notice, 2810 N. Church St., Unit 26129, Wilmington, Delaware 19802. Thrive will promptly terminate the Accounts of Users that are determined by Thrive to be repeat copyright infringers.