Terms of Use

Ownership of Intellectual Property

As used herein, “Content” is defined as information, data, content, and other materials.

Content on this Site that is provided by Thrive or its licensors, including data, graphics, photographs, images, screen shots, text, digitally downloadable files, trademarks, logos, product and program names, slogans, and the compilation of the foregoing (“Thrive Content”) is the property of Thrive and its licensors, and is protected in the U.S. and internationally under trademark, copyright, and other intellectual property laws. All right, title, and interest in and to the Thrive Content is hereby reserved by Thrive.

From time to time on certain areas of our Site you may be able to provide Content (“Your Content”). You retain all ownership rights in Your Content, and you continue to have the right to use Your Content in any way you choose, subject to these Terms. Thrive may delete Your Content at any time, and without notice, for any reason. By providing, displaying, publishing, or otherwise making available Your Content on or through the Site, you hereby grant to Thrive a perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers), transferable, worldwide, fully-paid, royalty free license, in all fields of use, under any and all rights (including all patent, trade secret, copyright and other intellectual property rights) in and with respect to Your Content or any portion thereof, including all rights to make, have made, import, use, offer for sale, sell, copy, modify, create derivative works, publicly perform, publicly display, distribute and otherwise commercially exploit Your Content or any portion thereof. This license includes the right to host, index, cache, distribute, and tag any Your Content.

Use of the Site

While using the Site, you further agree not to engage in (or allow, assist, or encourage any third party to engage in) any of the following prohibited activities:

• Unlawful or Abusive Conduct: Violating any applicable law or regulation or using any feature of the Site for any purpose that is unlawful, tortious, abusive, intrusive on another's privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful; impersonating any person or entity or misrepresenting your affiliation with any person or entity; or providing false or misleading Content (whether intentionally, negligently, or otherwise).
• Unauthorized Content: Uploading, distributing, or otherwise using any Content you do not have the rights to upload, distribute, or use or in a manner for which you do not have the right, including any Content that you are under a contractual obligation to keep private or confidential and any Content that is protected by copyright or any other right (including intellectual property rights and rights of publicity and privacy) that you have not first obtained appropriate permissions from the owner.
• Reverse Engineering & Scraping: Copying, making available, modifying, creating derivative works from, deciphering, decompiling, disassembling, reverse engineering, or reverse assembling the Site or any Thrive Content or using the Thrive Content or the Site (or features thereon) for any commercial purpose, or attempting to do any of the foregoing. Examples of such prohibited behavior include:
  • Attempting to discover any source code for any of the software of the Site;
  • Using any meta tags or other hidden text or metadata utilizing the Site or Thrive’s trademark, logo, or URL;
  • Reproducing, duplicating, copying, selling, trading, reselling, or exploiting for any commercial purpose any portion of the Site (including your account) or your access to or use of the Site;
  • Creating a database by downloading and storing Content from the Site; and
  • Scraping or downloading Content from the Site (including through the use of any engine, software, tool, agent, device, or mechanism, including automated scripts, spiders, robots, crawlers, data mining tools, or the like).
• Unauthorized Access & Interference: Accessing or using the Site by any means other than through the interface provided by Thrive or other than as expressly authorized under these Terms. Examples include:
  • Accessing, tampering with, or using non-public areas of the Site, our computer systems, or the technical delivery systems of our providers;
  • Avoiding, bypassing, removing, deactivating, impairing, descrambling or otherwise circumventing any technological measures implemented by Thrive or any of our providers or any other third party (including another user) to protect the Site; and
  • Interfering with, or attempting to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or otherwise engaging in conduct that negatively affects the ability of other users to use the Site.

Third Party Websites

This Site may hyperlink to sites not maintained by or related to Thrive. Hyperlinks are provided as a service to users and are not sponsored by or affiliated with this Site or Thrive, and Thrive makes no representations or warranties about the content, completeness, or accuracy of those third-party sites. Information you submit at a third-party site accessible from this Site is subject to the terms of that site's privacy policy, and Thrive has no control over how your information is collected, used, or otherwise handled.

Additional Terms

You understand that certain offers, products, services, programs and features that may be available on the Site may be subject to additional specific terms and conditions (“Additional Terms”). This may include loyalty programs, contests, sweepstakes, or other promotions. In the event of any conflict between these Terms and any such specific terms and conditions, the Additional Terms will control.

Indemnification

You agree to indemnify and hold Thrive, its parents, subsidiaries, officers, employees, and website contractors and each of their officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys' fees and costs, related to your violation of these Terms, including this Posting Policy, or any violations thereof by your dependents or which arises from the use of Your Content you submitted, posted, or otherwise provided to Thrive or this Site.

Representations and Limitations of Liability

Thrive makes no representations about the reliability of the features of this Site, Thrive Content, Your Content, or any other Site feature, and disclaims all liability in the event of any service failure. You acknowledge that any reliance on such material or systems will be at your own risk. Thrive makes no representations regarding the amount of time that any Thrive Content or Your Content will be preserved.

Thrive does not endorse, verify, evaluate or guarantee any information provided by users and nothing shall be considered as an endorsement, verification or guarantee of any Your Content. You shall not create or distribute information, including advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Thrive without the prior review and written approval of Thrive.

Jurisdiction, Venue and Governing Law

Except as provided herein, and to the fullest extent permitted under applicable law, jurisdiction and venue of any matter or Dispute (defined below) not subject to arbitration shall reside exclusively in a state or federal court sitting in Cook County, Illinois.

Except as provided herein, and to the fullest extent permitted under applicable law, these Terms are to be construed in accordance with and governed by the laws of the State of Illinois, without regard to its choice of law principles, except that, as applicable, the Federal Arbitration Act (“FAA”) shall govern the arbitration and Individual Arbitration Agreement without giving effect to any state law to the contrary.

Notwithstanding anything to the contrary herein, residents of a state with a law providing that agreements requiring resolution of claims or Disputes outside of that state are void, unlawful, or unenforceable, shall be entitled to pursue resolution of claims and Disputes within the state in which they reside, to the extent required under that state’s law. For such claims and Disputes brought in such other state, to the extent allowed by that state’s law, all other terms of the Individual Arbitration Agreement and Class Action Waiver shall apply to such claim or Dispute, including the mutual obligation to arbitrate and/or litigate claims and Disputes on an individual basis.

Miscellaneous

Both you and Thrive acknowledge and agree that no partnership is formed and neither of you nor Thrive has the power or the authority to obligate or bind the other.

The failure or delay of Thrive to comply with these Terms because of an act of God, war, fire, riot, terrorism, labor disputes difficulties, civil disorder, earthquake, insurrection, adverse weather, curtailment of a source of supply or transportation facilities, disaster, disease, declared state of emergency, plague, quarantine or restriction, epidemic or pandemic, catastrophe, actions of federal, state, or local governmental authorities barring or restricting Thrive’s business activities, or for any other event or circumstance beyond the reasonable control of Thrive, whether foreseeable or unforeseeable, that materially hinders Thrive’s timely performance shall not be deemed a breach of these Terms. Thrive shall exercise commercially reasonable efforts after the event to overcome its effects in order to resume performance.

If Thrive fails to act with respect to your breach or anyone else's breach on any occasion, Thrive is not waiving its right to act with respect to future or similar breaches.

As used herein, the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

If any provision of the Terms, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed, and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible. This provision shall survive the expiration or cancellation of the Terms for any reason.

These Terms constitute a binding agreement between you and Thrive. These Terms constitute the entire agreement between you and Thrive regarding the use of the Site and your account.

Binding Individual Arbitration Agreement (the “Individual Arbitration Agreement”)

This Individual Arbitration Agreement will survive termination of the Terms.

Although the Terms are made and entered into between you and Thrive, Thrive’s affiliates, owners, members, managers, directors, and employees (the “Related Parties”) are intended third-party beneficiaries of the Terms for purposes of the provisions of the Terms referring specifically to them, including the Individual Arbitration Agreement. You, Thrive, and the Related Parties (each, together with, as applicable, each of the Related Parties, a “Party” and collectively, the “Parties”) acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between you on the one hand and Thrive on the other hand, and the Parties further acknowledge that nothing contained herein shall be argued by any of them to constitute any waiver by the Related Parties of any defense that Related Parties may otherwise have concerning whether they can properly be made a Party to any Dispute between the other Parties.

Except as otherwise provided herein, any controversy, claim or dispute between you, on the one hand, and Thrive and/or the Related Parties, on the other, arising out of or relating to the Terms, the Site, use of the Site, or the Privacy Policy, whether such claim is based on rights, privileges or interests recognized by or based upon statute, contract, tort, common law or otherwise (“Dispute”), shall be settled through binding arbitration as provided in this Individual Arbitration Agreement.

Except as provided herein, the arbitrator(s) shall have the exclusive power to determine and rule upon challenges to the arbitrator’s jurisdiction to preside over the Dispute, including any objections with respect to the existence, scope, or validity of this Individual Arbitration Agreement and/or to the arbitrability of any Dispute.

Except as provided herein, and unless the laws of the state or province in which you reside expressly require otherwise, all Disputes shall be submitted for resolution to binding arbitration in Broward County, Florida in accordance with the rules of the Judicial Arbitration and Media Services (JAMS) and this Individual Arbitration Agreement, with the Individual Arbitration Agreement controlling in the event of any conflict. The JAMS rules and procedures are available at jamsadr.com and will be provided upon request to info@thriveptpartners.com.

Arbitration Rules & Thresholds

Notwithstanding the rules of JAMS, the following will apply to all arbitrations:

• The Governing Law provision of the Terms applies.
• The Parties agree that time is of the essence.
• The arbitration will be conducted in English (with appropriate translators as may be necessary).
• The Federal Rules of Evidence will apply in all cases.
• The Parties will be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure.
• The Parties will be allotted equal time to present their respective cases, including cross-examinations.
• The decision of the arbitrator will be final and binding on the Parties and may, if necessary, be reduced to a judgment in a court of competent jurisdiction, except that a Party may choose to appeal certain arbitration awards as described below. Any motion or action to confirm, vacate, modify, or otherwise enter judgment on the award shall comply with the Jurisdiction and Venue and Governing Law provision of the Terms. Further, to the fullest extent allowed by law, any Party seeking to enforce an award of an arbitrator(s) shall submit the award under seal to maintain protections of confidential information, and the Parties hereby agree and consent to the filing of such a submission, motion, or order under seal.
• The arbitrator(s) will have no authority to award punitive damages, except where an applicable law or statute expressly require otherwise.

In addition to the foregoing and notwithstanding the rules of JAMS, certain procedures will apply depending on the amount in controversy:

Bellwether Arbitration Procedures

Notwithstanding any provision of the JAMS Rules, these bellwether procedures shall be used when more than 10 arbitration cases pending at the same time present substantially similar or overlapping allegations of fact or law. Notwithstanding anything to the contrary provided herein, a court of competent jurisdiction, and not JAMS or an arbitrator, shall resolve any dispute over whether these bellwether procedures apply to any group of claims.

The Parties recognize and agree that a large number of arbitration cases with similar allegations will impose excessive transaction costs regardless of the cases’ merit or lack of merit. The Parties also recognize and agree that it is logistically difficult or impossible to arbitrate simultaneously large numbers of substantially similar cases. The Parties therefore agree to use bellwether litigation procedures similar to those that courts use in mass-tort cases, based on the judiciary’s experience that, after one or a few cases are tried to verdict, most or all of the other cases settle or otherwise resolve themselves.

The Parties thus agree that, to the maximum extent permitted by law, no more than 10 cases/arbitrations will be active at any one time. All remaining cases will be stayed, with the statute of limitations tolled. The Parties understand and agree that if these bellwether arbitration procedures apply, then adjudication of the Dispute may be delayed. Unless the Dispute resolves in advance, and notwithstanding anything to the contrary herein, the arbitrator(s) shall render their final and binding decision in any Dispute subject to these bellwether procedures within 180 days of the initial pre-hearing conference.

As soon as one of the original active cases is resolved (by decision, settlement, or otherwise), a stayed arbitration shall replace it on the list of 10 active cases/arbitrations. Except as provided below, cases shall be placed on or moved to the active list in the order in which demands for arbitration are first received. Until a case is on or is moved to the list of 10 active cases, the sum any Party paid to initiate a case shall be refunded, and no Party shall have any obligation to pay any JAMS or arbitrator fees.

If you claim exceptional hardship from any delay pursuant to this bellwether procedure, you may petition Thrive to waive the 10-case limit for that case. If Thrive does not agree, you may petition JAMS to place the arbitration on the list of 10 active cases, on the ground that delay will impose exceptional hardship. If JAMS finds exceptional hardship and grants the petition, JAMS shall (based on its determination of relative hardship) remove one other case from the list of 10 active cases/arbitrations and place it at the head of the list of stayed cases. Under no circumstances shall JAMS place more than 10 cases/arbitrations into active status. If more than 10 hardship applications are granted, JAMS shall determine which 10 cases/arbitrations shall proceed first, based on its determination of relative hardship.

Opt-Out Rights

If any provision of this Individual Arbitration Agreement, in its current form or as may be amended, is found to be invalid or unenforceable for any reason, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Individual Arbitration Agreement will remain in full force and effect.

Class Action Waiver