These Terms of Service govern access to and use of the websites and services of ThriveStack Corporation, including ThriveStack citedby and ThriveStack Revenue Intelligence. By accessing or using the Services, the Customer agrees to be bound by these Terms.
Who is bound by these Terms?
1.1 Scope. These Terms of Service (“Terms”) govern all access to and use of the websites, platforms and related services of ThriveStack Corporation, including ThriveStack citedby and ThriveStack Revenue Intelligence (together, the “Services”), by the person or entity that accesses or uses them (the “Customer”).
1.2 Provider. The Services are provided by ThriveStack Corporation (“ThriveStack”, “Provider”, “we” or “us”), 2747 204th LN NE, Sammamish, WA, USA.
1.3 Business use. The Services are intended exclusively for business use. The Customer represents that it is accessing the Services for business purposes and, where the Customer is an individual, that the individual is at least eighteen (18) years of age. If the person accepting these Terms does so on behalf of a company, that person represents that they have authority to bind the company.
1.4 Entire terms. Only these Terms, together with any order form or other written agreement signed by both parties that references these Terms (an “Order Form”), govern the contract. In the event of conflict, the Order Form prevails. ThriveStack objects to any general terms and conditions of the Customer. Any deviating or supplemental terms of the Customer do not form part of the contract unless ThriveStack has expressly agreed to them in writing.
1.5 Definitions. “Customer Data” means all data, content and materials that the Customer or its authorized users submit to the Services or transfer to the Services from third-party systems. “Output” means the reports, scores, recommendations and other results generated by the Services from the Customer’s input.
What do the Services include?
2.1 ThriveStack citedby. ThriveStack citedby is a software-as-a-service offering that monitors and analyzes how a brand appears and is cited in responses generated by artificial intelligence engines (“AI Engines”), and provides related reports and recommendations. ThriveStack citedby does not control, and does not guarantee, how any AI Engine responds.
2.2 ThriveStack Revenue Intelligence. ThriveStack Revenue Intelligence is a software-as-a-service offering that combines Customer Data from customer relationship management (“CRM”) systems, billing systems, marketing websites and software product usage to analyze pipeline, conversion, retention and expansion.
2.3 Provision of access. ThriveStack shall provide the Customer with access to the then-current version of the Services via the internet for the term of the contract.
2.4 Modifications. ThriveStack may make reasonable changes to the Services, including to improve performance, add or remove features, or comply with law, provided that such changes do not remove core functionality for which the Customer has paid. ThriveStack shall inform the Customer in due time of material changes.
2.5 Third-party components. The Services depend on third-party providers, including AI Engines and the systems the Customer connects. Their availability and behavior are outside ThriveStack’s control. ThriveStack may add, remove or replace the AI Engines it monitors and other third-party components at its reasonable discretion.
2.6 No guaranteed results. Unless expressly agreed in writing, ThriveStack does not guarantee any specific Output or result, including any ranking, citation, visibility, traffic, pipeline or revenue outcome. Output is generated from the Customer’s input and from third-party data that may change, and ThriveStack does not warrant that Output is complete, accurate or suitable for the Customer’s purposes. The Customer is responsible for evaluating Output before relying on it.
What applies to availability and maintenance?
3.1 Availability. ThriveStack shall use commercially reasonable efforts to make the Services available and to remedy material service issues promptly. ThriveStack does not warrant that the Services will be uninterrupted or error-free.
3.2 Maintenance. ThriveStack may perform scheduled and emergency maintenance and shall use reasonable efforts to inform the Customer in due time of any associated restrictions on use.
3.3 Other interruptions. ThriveStack is not responsible for interruptions caused by force majeure, by the Customer or third parties for whom ThriveStack is not responsible, or by the unavailability of AI Engines or Connected Systems (as defined in Section 6.1).
What are the Customer's use obligations?
4.1 Responsibilities. The Customer shall use the Services only for legitimate business purposes and in compliance with all applicable laws. The Customer shall keep its login credentials confidential, shall prevent unauthorized access to its account, and is responsible for all activity under its account. The Customer shall notify ThriveStack without undue delay of any suspected unauthorized access.
4.2 Authorized users. The Customer may permit only its own personnel and contractors to use the Services, solely for the Customer’s own internal business operations. Use by third parties, or to provide services to third parties, is not permitted unless expressly agreed in writing with ThriveStack.
4.3 Prohibited uses. The Customer shall not:
- violate any applicable law or the rights of any third party;
- reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Services, except to the extent permitted by mandatory law;
- copy, resell, sublicense or make the Services available to third parties;
- circumvent usage limits, access controls or security measures, or probe, scan or test the vulnerability of the Services;
- introduce malware or interfere with the integrity or performance of the Services;
- use automated means such as bots or scrapers against the Services other than ThriveStack’s published interfaces;
- use the Services to build a competing product; or
- submit to the Services special categories of personal data within the meaning of Article 9 of the EU General Data Protection Regulation (“GDPR”), government identification numbers or full payment card numbers.
4.4 Suspension. In the event of a breach of this Section 4, ThriveStack may temporarily suspend or restrict the Customer’s access, after reasonable notice where feasible, and may terminate the contract in accordance with Section 13.3.
Who owns the Services and the Customer Data?
5.1 Services IP. All intellectual property rights in the Services, including the software, algorithms, models, designs, trademarks and documentation, are and remain the exclusive property of ThriveStack and its licensors. ThriveStack grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the term for the Customer’s internal business operations in accordance with these Terms.
5.2 Customer Data. As between the parties, the Customer retains all rights in Customer Data. The Customer grants ThriveStack a non-exclusive license to host, process, transmit and display Customer Data solely to the extent necessary to provide the Services, to provide support, to maintain security and to comply with law.
5.3 Aggregated data. ThriveStack may create aggregated and de-identified data from the use of the Services that does not identify, and cannot reasonably be used to identify, the Customer or any individual, and may use it to maintain and improve the Services, to create benchmarks and to publish research. ThriveStack shall not attempt to re-identify such data.
5.4 No training on identifiable data. ThriveStack shall not use identifiable Customer Data to train artificial intelligence models.
5.5 Customer warranties. The Customer represents and warrants that (a) it has all rights, licenses, consents and permissions necessary to submit Customer Data to the Services and to have ThriveStack process it as described in these Terms; (b) it has given all notices and obtained all consents required by applicable law, including for cookies, tracking scripts and the collection of website visitor and product usage data; and (c) Customer Data and its use as contemplated by these Terms do not violate applicable law or third-party rights.
5.6 Data protection. ThriveStack processes personal data in accordance with its Privacy Policy. With respect to personal data contained in Customer Data processed through ThriveStack Revenue Intelligence, ThriveStack acts as processor on behalf of the Customer. On request, the parties shall enter into a data processing agreement that complies with Article 28 GDPR.
5.7 Security. ThriveStack maintains administrative, technical and physical safeguards designed to protect Customer Data. Information about ThriveStack’s security and compliance practices is available in the Trust Center.
5.8 Output. As between the parties, and subject to the Customer’s payment of applicable fees, the Customer may use Output for its own internal business purposes.
5.9 Feedback. ThriveStack may use any suggestions, ideas or feedback provided by the Customer without restriction and without obligation or compensation to the Customer.
What applies when the Customer connects third-party systems?
6.1 Connected Systems. The Customer may connect third-party systems to the Services, including CRM systems, billing systems, analytics tools and Google Search Console (“Connected Systems”). By doing so, the Customer instructs ThriveStack to access and process data from those Connected Systems.
6.2 Authority. The Customer represents that it is authorized under the terms of each Connected System to connect it to the Services and to permit the data transfer.
6.3 No control. ThriveStack does not control Connected Systems. They may change, restrict access or cease operating, and their own terms and privacy policies apply. ThriveStack is not liable for the acts or omissions of Connected Systems or their providers.
6.4 Disconnection. The Customer may disconnect a Connected System at any time through the Services or by contacting ThriveStack.
What applies to fees, renewal and refunds?
7.1 Fees. The Customer shall pay the fees set out in the Order Form or presented at checkout. Unless otherwise stated, fees are stated net of taxes, and the Customer shall pay all applicable sales, use, value added and similar taxes, other than taxes on ThriveStack’s net income.
7.2 Invoicing and payment. ThriveStack shall invoice fees in advance for each billing period. Payments by card are due on the invoice date. Other payments are due within thirty (30) days of the invoice date, unless the Order Form provides otherwise. Payments are made through the payment method agreed between the parties.
7.3 Late payment. Overdue amounts bear interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by law. After a reminder and a reasonable grace period, ThriveStack may suspend access to the Services until all overdue amounts are paid.
7.4 Set-off. The Customer may set off claims against ThriveStack’s payment claims only where such claims are undisputed by ThriveStack or finally adjudicated by a court of competent jurisdiction.
7.5 Renewal. Unless the Order Form provides otherwise, paid subscriptions renew automatically for successive periods equal to the initial period, unless either party gives notice of non-renewal before the renewal date in accordance with Section 13.2.
7.6 Price changes. ThriveStack may change its fees on notice to the Customer. A change applies from the start of the next renewal period.
7.7 Refunds. Except where mandatory law or an Order Form provides otherwise, fees paid are non-refundable.
What applies to free trials and free plans?
8.1 Trial access. ThriveStack may offer access to the Services on a trial or free basis for a limited period (“Trial Period”).
8.2 Scope. During the Trial Period, the Services are provided solely for evaluation, may be subject to limits on features, functionality or usage, and are provided “as is”.
8.3 Termination. ThriveStack may suspend or terminate a Trial Period at any time, with or without notice. At the end of the Trial Period, continued use is subject to the applicable subscription plan and fees. ThriveStack may delete data submitted during a Trial Period after it ends if the Customer does not subscribe.
How is confidential information protected?
9.1 Obligations. Each party (the “Recipient”) shall protect the non-public information of the other party (the “Discloser”) that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”) with at least reasonable care, shall use it only to exercise rights and perform obligations under these Terms, and shall disclose it only to personnel and advisers who need to know it and who are bound by confidentiality obligations. Customer Data is the Customer’s Confidential Information.
9.2 Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) was lawfully known to the Recipient before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information.
9.3 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, provided that, where lawful, it gives the Discloser prompt notice and reasonable cooperation in seeking protective treatment.
What warranties apply?
10.1 Limited warranty. ThriveStack warrants that it shall provide the Services with reasonable skill and care.
10.2 Notification of defects. The Customer shall notify ThriveStack without undue delay, and in a comprehensible manner, of any defect or disruption of the Services. To the extent ThriveStack could not remedy an issue because of delayed notification, the Customer may not claim a reduction of fees or damages.
10.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND THRIVESTACK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
How is liability limited?
11.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER TO THRIVESTACK IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF THE CUSTOMER HAS PAID NO FEES, THE CAP IS ONE HUNDRED U.S. DOLLARS (US$100).
11.3 Exceptions. Sections 11.1 and 11.2 do not apply to (a) the Customer’s obligation to pay fees; (b) a party’s indemnification obligations under Section 12; (c) a party’s infringement or misappropriation of the other party’s intellectual property rights; or (d) liability that cannot be limited or excluded under applicable law, including liability for fraud, gross negligence or willful misconduct.
11.4 Personnel. To the extent ThriveStack’s liability is limited or excluded, the same limitation or exclusion applies to the personal liability of its officers, employees, agents and subcontractors.
What indemnification obligations apply?
12.1 By the Customer. The Customer shall defend, indemnify and hold harmless ThriveStack, its affiliates, officers and employees from and against any third-party claim, and resulting damages, liabilities, costs and reasonable attorneys’ fees, arising out of (a) Customer Data; (b) the Customer’s use of the Services in breach of these Terms or applicable law; or (c) the Customer’s failure to give notices or obtain consents required by law.
12.2 Procedure. ThriveStack shall notify the Customer promptly of any such claim, shall allow the Customer to control the defense and settlement, and shall provide reasonable cooperation at the Customer’s expense. The Customer shall not settle a claim in a manner that imposes an obligation or admission on ThriveStack without ThriveStack’s prior written consent.
How do these Terms begin and end?
13.1 Term. These Terms apply from the date the Customer accepts them or first uses the Services, and continue for the subscription term set out in the Order Form or, if none is specified, for as long as the Customer uses the Services.
13.2 Ordinary termination. The Customer may cancel a subscription at any time by notice in text form (including email) or through the Services, with effect at the end of the then-current billing period. Either party may give notice of non-renewal before the end of a fixed subscription term. The Customer remains liable for fees accrued through the effective date of termination.
13.3 Termination for cause. Either party may terminate the contract with immediate effect for cause. Cause exists in particular where the other party commits a material breach and, where the breach is capable of cure, fails to cure it within thirty (30) days after written notice, or where the other party becomes insolvent. ThriveStack may suspend or terminate access immediately in the event of serious misuse of the Services, non-payment after notice, or where required by law.
13.4 Effect of termination. On termination or expiry, the Customer’s right to use the Services ends. For thirty (30) days after the effective date, the Customer may request an export of its Customer Data in a commonly used, machine-readable format. After that period, ThriveStack shall delete or de-identify Customer Data in accordance with its Privacy Policy, unless applicable law requires retention. Fees paid in advance are not refunded on termination, except where ThriveStack terminates other than for the Customer’s breach or the Customer terminates for ThriveStack’s uncured material breach, in which case ThriveStack shall refund prepaid fees for the period after the effective date on a pro rata basis.
13.5 Survival. Provisions that by their nature are intended to survive termination shall survive, including Sections 5, 7 (as to amounts owed), 9, 10.3, 11, 12 and 14.
Which law and courts apply?
14.1 Governing law. These Terms and any dispute arising out of or in connection with them are governed by the laws of the State of Delaware, United States of America, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
14.2 Jurisdiction. The state and federal courts located in the State of Delaware have exclusive jurisdiction over all disputes arising out of or in connection with these Terms, and each party irrevocably submits to the jurisdiction and venue of those courts.
14.3 Informal resolution. Before commencing proceedings, a party shall give the other written notice of the dispute and the parties shall attempt in good faith to resolve it for at least thirty (30) days.
14.4 Injunctive relief. Nothing in this Section 14 limits either party’s right to seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
How may these Terms be changed?
15.1 ThriveStack may modify these Terms for future transactions. For existing contracts, ThriveStack shall notify the Customer of material changes in text form (including by email or notice in the Services) at least thirty (30) days before they take effect. If the Customer continues to use the Services after the effective date, the Customer is deemed to have accepted the modified Terms. If the Customer does not accept the changes, it may terminate the contract by notice before the effective date, in which case the modified Terms shall not apply to the then-current paid period.
What general provisions apply?
16.1 Entire agreement. These Terms, the Privacy Policy and any Order Form or data processing agreement constitute the entire agreement between the parties regarding the Services and supersede all prior and contemporaneous agreements and understandings on that subject. Amendments must be made in writing, except as provided in Section 15.
16.2 Assignment. The Customer shall not assign or transfer these Terms without ThriveStack’s prior written consent. ThriveStack may assign these Terms in connection with a merger, acquisition, reorganization or sale of assets.
16.3 Severability. If a provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain in effect, and the parties shall replace the invalid provision with a valid one that most closely reflects its original economic intent.
16.4 No waiver. A failure or delay in exercising a right does not constitute a waiver of that right.
16.5 Force majeure. Neither party is liable for a failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control.
16.6 Export and sanctions. The Customer shall comply with applicable export control and sanctions laws in its use of the Services.
16.7 Relationship of the parties. The parties are independent contractors. These Terms create no partnership, agency or employment relationship and confer no rights on third parties.
16.8 Notices. ThriveStack may give notices to the email address associated with the Customer’s account. The Customer shall give notices to ThriveStack using the contact details in Section 17.
16.9 Language. The English version of these Terms is the binding version. Any translation is for convenience only.
How can the Customer contact ThriveStack?
17.1 For questions regarding these Terms or for notices to ThriveStack, contact ThriveStack Corporation, 2747 204th LN NE, Sammamish, WA, USA, or email support@thrivestack.ai.