Welcome to Thrivespring, a website provided by Thrivespring Inc. (“we” or “us”). By registering for, using or continuing to use our website or any services or materials provided through our website (collectively, the “Site”), you agree to be bound by these terms of service (the “Terms”).
1. The Site. We provide the Site on an “as-is” and “as-available” basis for your personal use to organize, develop, plan and communicate community resilience projects and to share related resource in accordance with our Community Guidelines. We may modify, change or discontinue the Site in whole or in part from time to time without notice or liability. We may also modify these Terms by posting revisions to the Site. You understand that it is your responsibility to check our website from time to time for any such changes. Changes to the Terms become effective 14 days after being posted. If you do not agree with any such changes, your sole and exclusive remedy is to stop using the Site. Your continued use of Site thereafter is deemed to be your agreement to and acceptance of any such changes.
2. Content and Ownership. If you upload, post or transmit any content to or through the Site, you represent, warrant and covenant that: (a) you have the rights do to so; (b) such content will comply with these Terms and our Community Guidelines; and (c) you will remain responsible for your content. As between you and us, you remain the owner of your content, but you hereby grant to us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to host, use, publish, distribute, modify, copy, perform, display, translate, and create derivative works of your content. You acknowledge that we have no obligation or liability for any content that is posted or transmitted by you or our other users. We reserve the right to not post, edit, redact, limit, hide or remove content as we determine in our sole discretion, without notice or liability. Except for the limited rights of use expressly granted to you under these Terms, all right, title and interest in and to the Site, other than content you and other users have contributed to the site, are and shall remain exclusively owned by us and our licensors. All trademarks, service marks and other names and logos are the proprietary marks of us or our licensors, and are protected by law and may not be copied, imitated or used, in whole or in part, without the consent of their respective owners. You understand and agree that any feedback, input, suggestions, recommendations or improvements that you provide or make available to us arising from or related to your use of the Site shall become our exclusive property and may be used by us to modify, enhance, maintain and improve the Site without any obligation or payment to you whatsoever.
3. Restrictions. You shall not: (a) copy, distribute, sell, resell, sublicense, distribute, syndicate, republish, assign or transfer the Site, including copying, framing or mirroring the Site; (b) except as expressly permitted through the functions of the Site, modify, port, adapt, translate or reverse engineer, decompile, disassemble or convert into human readable form any part of the Site, or create derivative works based on the Site; (c) use the Site in a manner or for a purpose that infringes upon the lawful rights of others or that contravenes any applicable laws, including any crime or fraud, or that exposes us to any risk of civil or criminal liability; (d) upload, post, transmit or create in any manner, any: (i) commercial electronic message (as defined in Canada’s Anti-Spam Legislation) or any other form of advertisement, solicitation or any link thereto; (ii) any virus, trojan horse, backdoor, bot, script or similar element; or (iii) any material that is deceptive, misleading, offensive, abusive, fraudulent, threatening, harassing, libelous, defamatory, pornographic, obscene, harmful, objectionable or violates any intellectual property, privacy or other rights; (d) misuse, abuse or otherwise use the Site in any manner that could damage, disable, overburden or impair the Site; (e) alter, manipulate or obscure the display or presentation of the Site to others, such as through the use of overlays, filters or spawning of separate windows; (f) interfere with the security or integrity of the Site or any system resources, accounts, servers or networks connected to or accessible through the Site; (g) perform or simulate security probes, port scans, security breaches, denial of service attacks or any similar activity; (h) disrupt or interfere with any other person’s use or enjoyment of the Site; (i) obtain or use another person’s password or create or use a false identity, impersonate any person or otherwise misrepresent your identity; (i) access, use or communicate with the Site: (i) to collect or compile information or data about other users; (ii) using any programmatic or automated means, including without limitation bots, scrapers or scripts; or (iii) using any interface (including any application programming interface) other than a web browser; or (k) attempt, or cause, permit or encourage any other person, to do any of the foregoing.
4. Termination and Suspension. We may suspend or terminate the provision of the Site to you as we determine in our sole discretion without notice or liability.
6. Registration. You must be of the age of majority in the jurisdiction in which you reside to register on the site. If you register as a member of the Site, you will create a username and password (“Password”). We reserve the right to require you to use a Password that meet certain requirements or to change your Password from time to time. Your Password is personal to you, must be kept safe and secure, and must not be shared with or used by anyone else. You agree that you are responsible for all actions and activities undertaken using your Password. If you believe the security of your Password has been compromised, or you suspect unauthorized use, you must notify us immediately. You are not required to register using your real name, but you must not impersonate someone else or register using information that could be considered fraudulent, deceptive or misleading. If you are registering an organization or other legal entity as a member, you represent and warrant that you have the authority to bind such organization or legal entity and agree that these Terms will be enforceable against such organization.
7. Warranty Disclaimer. To the maximum extent permitted by applicable law, we disclaim all representations, warranties and conditions regarding the Site or your use thereof, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. We do not warrant that the Site will meet your requirements or expectations, will operate without interruptions, or will be error-free or virus-free. We accept no responsibility for, and do not warrant the accuracy, currency or reliability of any content posted or provided by our users or third parties.
8. Limitation of Liability. You agree that, to the maximum extent permitted by applicable law, our aggregate liability arising from or related to these Terms or the Site in any manner will be limited to direct damages not to exceed the amount you have paid to use the Site for the month immediately preceding the cause of action. To the maximum extent permitted by applicable law, in no event shall we be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of revenue, profits, or expected savings, business interruption, personal injury, loss of privacy or loss of data or information) or the use of or inability to use the Site in whole or in part, even if we foresee or have been advised of the possibility of such damages.
9. Applicability. The limitations, exclusions and disclaimers in these Terms shall apply irrespective of the nature of the cause of action, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach and/or failure of the essential purpose of these Terms or of any remedy contained herein. Because some jurisdictions do not allow some or all of the exclusions or limitations of liability set forth in these Terms, such limitations, exclusions and disclaimers may not apply to you.
10. Indemnification. You will indemnify and hold us, our affiliates, subcontractors, licensors and agents and our and their directors, offices, employees and representatives harmless from and against all damages arising from or related to your acts and omissions on or through the Site, including any breach of these Terms.
11. Assignment. Neither these Terms nor any of your rights or obligations under these Terms may be transferred or assigned by you, in whole or in part, whether voluntarily, by operation of law, or otherwise, without our prior written consent and any such attempted assignment or transfer shall be null and void. These Terms will enure to the benefit of and be binding upon the respective successors and permitted assigns of you and us. These Terms may be assigned by us in our sole discretion.
12. Legal Proceedings. You agree that all claims, disputes or disagreements of any nature whatsoever arising from or relating to these Terms, the Site or us (a “Dispute”) will, at our sole option, be settled by final and binding arbitration by a single arbitrator pursuant to the Arbitration Act, 1991 (Ontario). Judgement upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow. The arbitration will take place in the City of Toronto, Ontario, Canada and shall be conducted in English only. The arbitrator will: (a) not limit, expand or modify the terms of these Terms nor award damages in excess of compensatory damages permitted under these Terms, and you hereby waive any claim to such excess damages; (b) not have any ability to award any equitable remedies against us; (c) not have the right to award any damages in excess of damages that could lawfully be awarded by a court of competent jurisdiction and subject always to limitations and exclusions in these Terms; and (d) issue a written decision containing findings and conclusions on all significant issues. Each party will each bear its own expenses and an equal share of all costs and fees of the arbitration. All participants, each of whom will be bound by an appropriate confidentiality agreement, will hold the content and result of any arbitration in confidence. Notwithstanding the foregoing, you acknowledge and agree that irreparable injury may result to us if you breach any of the provisions in these Terms and that damages may be an inadequate remedy in respect of such breach. You hereby agree in advance that, in the event of such breach, we shall be entitled, in addition to such other remedies, damages and relief as may be available at law or in equity, to the granting of interlocutory and final injunctive relief. Any legal proceeding brought by you against us must be brought within one year after the event which is the subject of the proceeding has occurred. You agree to waive any right you may have to commence or participate in any class action against us in respect of any Dispute and further agree to opt out of any class proceedings against us.
13. Choice of Law. These Terms will be deemed to have been made and performed exclusively in the Province of Ontario, Canada and will be governed by and construed under the laws of the Province of Ontario without giving effect to Ontario’s conflict of laws principles. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and Canada situated in the City of Toronto for any claim related to these Terms or the Site that is not subject to arbitration and agree not to bring any action, claim, suit or proceeding against us, our affiliates or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Province of Ontario.
14. Entire Agreement. These Terms constitutes the entire agreement between you and us with respect to the Site and cancel and supersede any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between you and us other than as expressly set forth in these Terms.
15. Amendments and Waivers. No modification, amendment, addition to or waiver of any rights, obligations or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation or default. No delay or failure by us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.
v. 2.0. Last revised 2021-06-01