Last Updated on: November 10, 2022
Thriver Technologies Inc. (“Thriver”) is an online marketplace for workplace services designed for corporate clients. Subject to this Thriver Master Services Agreement (together with any attachments, exhibits, and/or addendums hereto, the “Agreement”) and Thriver Platform General Terms and Conditions, the service provider accessing, downloading, installing or otherwise using (the terms “use” and “using” will refer to any of the foregoing) the Thriver Solution (as defined below) (such service provider a “Provider”) will comply with the obligations in fulfilling Bookings (defined below) by corporate clients of Thriver (the “Customers”) through Thriver’s platforms and Thriver’s websites including the website at www.thriver.com (each a “Website”) (collectively the “Thriver Solution”). For the avoidance of any doubt, Thriver is not a reseller of any goods or services that are listed on or offered by Provider or any other person on the Thriver Solution (“Service Offerings”). The Thriver Solution is an independent and Provider-neutral platform that allows Customers to find Providers and make Bookings for Service Offerings based on their needs. All listed Service Offerings on Thriver Solution or made via the Services, including offline are those of the Provider or other sellers and not Thriver. Capitalized terms have the definitions set forth herein.
BY USING THE THRIVER SOLUTION, ANY SERVICES (INCLUDING THE WEBSITE), PROVIDER ACKNOWLEDGES THAT PROVIDER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 15. IF PROVIDER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, PROVIDER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE THRIVER SOLUTION AND SERVICES. PROVIDER REPRESENTS AND WARRANTS TO THRIVER THAT PROVIDER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF PROVIDER IS USING THE THRIVER SOLUTION AND SERVICES ON BEHALF OF ANOTHER PERSON, PROVIDER HEREBY REPRESENTS AND WARRANTS TO THRIVER THAT PROVIDER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE THRIVER SOLUTION AND ANY SERVICES.
Thriver will: (a) make the Thriver Solution available to Provider pursuant to this Agreement and the Thriver Platform General Terms and Conditions, in order to allow the Provider to: (i) use and access the Thriver Solution to receive and fulfill Bookings (as defined in Section 4) and receive payment for the Bookings; (ii) market and promote the Provider’s Service Offerings; and (iii) communicate with Customers and potential customers through the Thriver Solution; and (b) provide offline services and components to Provider including but not limited to assisting a Customer or potential customer of Provider to make Bookings offline and not using the Thriver Solution (collectively the “Services”) and receive payment for the Bookings. Provider may permit its employees who are authorized by Provider or Thriver to use Thriver Solution (each a “Authorized Users”). Provider will not permit any persons other than Authorized Users to access or use the Services and will not disclose any usernames or passwords for the Services other than as necessary to enable Authorized Users to access and use the Services. Provider shall ensure that all Authorized Users comply with the terms and conditions of this Agreement.
This Agreement is effective on the earlier of the date Provider first uses any part of the Services and the date Provider agrees to be bound by this Agreement (the “Effective Date”) and will continue until terminated in accordance with this Agreement (the “Term”).
A. The Provider hereby grants to Thriver a nonexclusive, royalty-free, transferable, worldwide, perpetual, irrevocable, sublicensable, and fully paid-up license to use, access, collect, process, store, disclose and transmit the Provider’s name, Service Offerings, photos, brand assets, pricing, Service Offerings information, if applicable, and other marketing materials provided by the Provider, or otherwise public (“the Provider Content”) and User Data (defined below, for the purposes of: (i) publishing, displaying, and marketing such information on the Thriver Solution, website, or publicly; (ii) providing the Services; and (iii) improving and enhancing the Thriver Solution and Thriver’s other offerings;
B. Thriver or its licensors retain all ownership and intellectual property rights in and to: (i) the Services including but not limited to the Thriver Solution; (ii) any information, material or content (including, but not limited to, price, features, availability of items, Providers, posting and Reviews) contained on or provided through the Thriver Solution or Services (“Thriver Content”); (iii) anything developed or delivered by or on behalf of Thriver under this Agreement; (iv) all other Thriver’s Confidential Information, including but not limited to, any reports generated from the Thriver Solution; any (v) any modifications to the foregoing (i), (ii) (iii) and (iv) (collectively “Thriver Property”). For clarity and avoidance of all doubt, Thriver Content does not include any Provider Content. Thriver reserves the right to change Thriver Content, Provider Content, Thriver Solution and Services at any time, and from time to time, without notice; and
C. Provider grants to Thriver and its affiliates a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to use and incorporate into the Thriver Solution, any suggestion, enhancement request, recommendation, correction or other feedback provided by Provider or Customers relating to the operation of Services or any of Thriver’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict Thriver’s right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Provider or Customers and without any obligation to the Provider or any Customers. Thriver is not obligated to use any Feedback. All rights not expressly granted by Thriver to Provider under this Agreement are reserved.
A. Provider Obligations. (a) Booking fulfilment: the Provider will: (i) prepare, process and deliver the Service Offerings booked by Customers through the Thriver Solution or offline (the “Bookings”) with the level of skill, care, quality, competence, safety, and diligence as would reasonably and ordinarily be expected to be exercised; (ii) not, without Thriver’s prior written consent, solicit to provide Thriver’s Customers directly or indirectly with the same or substantially similar services described in this Agreement during the Term of the Agreement and for six (6) months after expiration or termination of same; (iii) not, without Thriver’s prior written consent, reach out to Customers directly regarding Bookings received through the Thriver Solution, unless directly through Thriver’s communication tools through the Thriver Solution; (iv) use reasonable efforts to redeliver Bookings or provide a refund to the Customer in respect of any Booking and Service Offering to ensure Customer’s satisfaction with the Services of the Provider, including, without limitation, circumstances where the Provider did not fulfill the Booking and Service Offering correctly or to the service expectation as discussed and agreed to between the Provider and a Customer; (v) be solely responsible for remitting and paying all taxes on the Bookings; and (vi) reply to all questions, concerns or disputes that arise based on the Service Offerings and reply to inquiries or issues regarding its Service Offerings within a reasonable period of time; (b) Customer Booking Cancellation and Edit Policy: All Bookings can be edited and or cancelled at any time up to 5 business days prior to the event. Notwithstanding, the Provider will make its best efforts to honor Booking edits or cancellations outside of the above timeframes as practically possible due to special or unforeseen circumstances; (c) Pricing and Content: the Provider will: (i) offer on the Thriver Solution prices that are equal or lower to the prices made available to the Provider’s customers generally; and (ii) provide Thriver with updated and current Provider Content. The Provider is solely responsible for ensuring the accuracy of the Provider Content.
B. Restrictions on Use. Without limiting the foregoing, Provider will not (and will ensure that Authorized Users do not): (a) access or use the Services for any purpose or in any manner other than as expressly permitted under this Agreement, including any restrictions on the locations in which the Services may be accessed or used; (b) attempt or purport to sell, lease, sublicense , assign, transfer, or distribute the Services to any third party, other than, in the case of Provider, making the Services available and providing access to Authorized Users as expressly permitted under this Agreement; (c) extract ideas, algorithms, procedures, workflows or hierarchies from the Services, or otherwise use the Services including without limitation the Thriver Solution for the purpose of developing, providing, or using another product or service; (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Thriver Solution, in whole or in part; (e) provide any means of access to, or otherwise display or transmit, the Services except as made available by Thriver; (f) remove any disclaimer, copyright, trademark (except as expressly permitted by Thriver in writing), confidentiality, or other legal notice from the Services; (g) access or use the Services or the Thriver Solution for any fraudulent or unlawful purpose or in any manner that would violate the legal rights of any third party; (h) interfere with or disrupt the Services, the Thriver Solution or the servers, software or networks used to make the Services available; (i) access or use the Services or the Thriver Solution for purposes of competitive analysis of the Services or the Thriver Solution; (j) upload or transmit to, or disseminate or otherwise make available through, the Services including without limitation the Thriver Solution any virus, worm, Trojan horse, time bomb, spyware, malware, or other harmful or potentially harmful code or materials; or (k) use, combine, or link any open source software with the Services or the Thriver Solution other than as expressly directed by Thriver.
Thriver will pay to the Provider the total amount for Bookings paid to Thriver minus Thriver Fees, applicable discounts, Processing Fees and any surcharges (plus any applicable taxes) as specified in Section 6.
The Provider will pay to Thriver and Thriver shall collect the fees, charges and other amounts based on the fees associated with Provider’s Services set out in Schedule A (“Service Fees”), in addition to 2.5% of the total transaction amount to cover all transaction expenses (the “Processing Fees”). (Thriver Fees and Processing Fees are collectively the “Fees”.) Thriver reserves the right to change the Fees and institute new charges during the Term upon providing notice to Provider. Provider is responsible for providing complete and accurate billing and contact information to Thriver and notifying Thriver of any changes to such information. All Fees and amounts set forth this Agreement, do not include, and Provider will pay in addition to the Fees, all taxes, duties and levies imposed by all foreign, federal, state, provincial, local or other taxing authorities (including but not limited to export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, other than taxes imposed or based on Thriver’s net income. All Fees due under this Agreement will be due to Thriver in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.
Affiliate Service Providers ("AFS”) are pre-determined by Thriver and will be notified if they qualify. Affiliate Service Providers will be introduced to customers through the Thriver Sales Team. Thriver will not be engaged throughout the process, however AFS’ are required to share the final proposals and detailed invoices with Thriver and clearly indicate the AFS’ fees within the invoice. Upon completion of the event, Provider must pay Thriver the set service fee in Schedule A on the AFS’ fees within 7 business days. Thriver will provide banking information upon receipt of the detailed invoice.
Thriver may, acting reasonably, revoke the Provider’s licenses or suspend the Provider’s access to, or use of, the Thriver Solution at any time and for any reason, including, without limitation, for: (a) poor customer service, (b) late fulfilment of Bookings, (c) any action or omission of the Provider that could result in damage to the Thriver’s brand or reputation, (d) any misrepresentation of Service details or categorization as set out in Schedule A, or (e) any breach of this Agreement by Providers. This right is in addition to any other rights of suspension or removal that Thriver otherwise has under this Agreement or any applicable agreement between Thriver and Provider.
Acting reasonably, a financial penalty associated with services that do not meet expected standards can be applied at the sole discretion of Thriver. Penalties will not exceed the value of the services sold. Thriver may consult with the Provider and the Customer on a case by case basis to determine the appropriate penalty if the goods and services are not delivered as expected due to special circumstances. Scenarios in which services do not meet expected standards can include, but are not limited to (a) services in which the Provider is deemed to be unqualified or unprofessional; (b) services in which the material, information, or expertise being provided has been misrepresented and is not to the standards or quality expected; (c) services that are delivered or fulfilled late.
A. The Provider acknowledges that the Thriver Solution may provide Customers with the ability to provide ratings, reviews, and media relating to the Booking and the Provider that are publicly available, which may contain statements that reflect positively or negatively on the Provider, including statements that are untrue, negative, defamatory, offensive, derogatory, or explicit (the “Reviews”); and B. Thriver may, in its sole discretion and for any reason (or no reason) in its sole discretion, remove, decline to post, or edit any Reviews. For greater clarity, the Provider acknowledges that Thriver is under no obligation to remove or edit any Reviews. Thriver is not responsible for Provider Content or Reviews, whether or not Thriver has reviewed or edited Provider Content or any Review.
A. Thriver may terminate this Agreement/and or suspend access and use of the Thriver Solution and any Services immediately upon written notice to the Provider with cause or without cause at any time. The Provider may terminate this Agreement with cause or without cause at its convenience provided that if this Agreement is terminated by the Provider pursuant to this Section Provider shall fulfill any outstanding Bookings that it had accepted prior to the effective date of the termination and Thriver shall have no liability or obligation to any Customer or any person related to any such Bookings and Service Offerings related thereto. On the effective date of termination, Thriver will put the termination into effect by no longer accepting additional Booking requests for Service Offerings from the Provider. Upon termination of this Agreement, Provider will pay any unpaid Fees and other amounts covering the remainder of the Term and otherwise due and payable to Thriver. In no event will termination, for any reason whatsoever, relieve Provider of its obligation to pay any Fees or amounts payable to Thriver or Thriver’s right to collect any such Fees or amounts for the period prior to the effective date of termination.
B. Upon any expiration or termination of this Agreement, Provider’s (and all Authorized Users’) right to access and use the Services, all rights and licenses granted by Thriver under this Agreement will automatically terminate, Provider will (and will ensure that all Authorized Users) immediately cease all access and use of the Services, and return or destroy (if so instructed in writing by Thriver) all copies of Thriver Property, and so certify in writing. For clarity, upon any expiration or termination of this Agreement, all sublicenses granted by Provider in accordance with Section 1 will immediately terminate and Provider will ensure that all Authorized Users immediately cease all access and use of the Services.
C. The following provisions will survive any expiration or termination of this Agreement: Section 3 (Ownership; Reservation of Rights), Section 6 (Fees and Payment), Section 12 (Confidential Information), Section 13 (Provider Representations, Warranties, Covenants & Provider Indemnities), this Section 10 (Termination), Section 17 (Governing Law) and any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement.
Thriver shall maintain on its digital property(ies) a privacy statement or privacy policy, currently located at Privacy Policy, updated by Thriver in its sole discretion from time to time and the Provider consents to all actions Thriver takes with respect to the Provider’s information consistent with such Privacy Policy.
Customer Support Calls
Calls may be monitored and/or recorded for quality assurance and training purposes.
A. The Provider will not disclose to any person or entity any Confidential Information of Thriver. “Confidential Information” means all information disclosed by Thriver to Provider, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes the Services, Thriver Content, Customer’s data, Thriver Solution, and the terms and conditions of this Agreement (including Fees). Without limiting the foregoing, Confidential Information includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Thriver. For the avoidance of doubt, the non-disclosure obligations set forth in this Section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional Thriver’s services.
B. Confidential Information does not include: (a) information that is or becomes generally publicly available through no action or omission of the Provider; (b) information that the Provider obtains from a third party who is under no obligation of confidentiality; or (c) information that the Provider independently develops without reference to the Confidential Information. The Provider may disclose Confidential Information if required to be disclosed pursuant to a lawful order of a court or a person having jurisdiction to make such an order, provided that, if permitted by law, the Provider notifies Thriver and provides Thriver with an opportunity to obtain a protective order regarding the confidentiality of the Confidential Information. If the Provider is compelled to disclose such Confidential Information, the Provider will only disclose the Confidential Information that is specifically requested in the order of the court. The Provider agrees that this Agreement will not be disclosed to others, except with Thriver’s prior written consent.
C. Provider will, during the Term and at all times thereafter: (i) hold the Confidential Information of Thriver in trust and confidence; (ii) use the Confidential Information only in furtherance of this Agreement and the activities described in it; (iii) not use the Confidential Information in any manner or for any purpose not set forth in this Agreement; and (iv) not disclose Confidential Information to any person, except to its own employees or Authorized Users (in respect of the Services) having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as Thriver may approve in writing.
D. The Provider shall treat all Confidential Information collected or received from Thriver in connection with the Services with all appropriate administrative, technical and physical safeguards against unauthorized access, disclosure or use of the data. Such safeguards shall include those required under all applicable privacy and data protection laws and regulations, as well as ethical obligations, and shall specifically include the use of encryption or other secure method of protecting data when sensitive personal information is involved. The Provider shall notify Thriver immediately of any data any breach or threatened security breach affecting Thriver’s Confidential Information (whether or not such breach is required to be reported under any applicable law). The Provider shall be responsible to Thriver for all losses caused by the Provider’s failure to protect Confidential Information in accordance with the standard set forth herein including but not limited to remediation expenses.
E. The Provider agrees that: (i) no adequate remedy exists at law if it breaches any of its obligations in this Section 12; (ii) it would be difficult to determine the damages resulting from its breach of this Section 12 and that such breach would cause irreparable injury to Thriver; and (iii) a grant of injunctive relieve provides the best remedy for any such breach, without any requirement that Thriver prove actual damage or post a bond or other security. The Provider waives any opposition to such injunctive relief or any right to such proof, bond, or other security.
A. Provider Representations, Warranties and Covenants. The Provider represents, and warrants to and covenants with Thriver that: (i) the Provider Content and data, information, content, records, and files that Provider or any Customer loads or enters into, transmits to, or makes available to the Services, including but not limited to personal information, (“User Data”) provided to Thriver do not violate, infringe, or otherwise breach any patent, copyright, trade-mark, trade secret or other proprietary rights of any third party and that the Provider has sufficient rights to Provider Content and User Data to share with Thriver; the Provider has all necessary rights and consents to grant Thriver the rights and permissions granted in this Agreement; the User Data will only contain personal information in respect of which Provider has provided all notices and disclosures (including to each Customer), obtained all applicable third party consents and permissions, and otherwise has all authority, in each case as required by applicable laws, to enable Thriver to provide the Services, including with respect to the collection, storage, access, use, disclosure, processing and transmission of personal information, including by or to Thriver and to or from all applicable third parties; (ii) the Provider’s signing of this Agreement and the fulfilment of its obligations hereunder do not and will not breach any agreement that the Provider has or will enter into with any third parties; (iii) The Provider will remain at all times in compliance with all applicable laws and will immediately notify Thriver if it is in breach of same; (iv) the Provider is and will keep in good standing all licenses, permits and authorizations and will comply with all codes, standards, directions, orders or otherwise required by any governmental authority or regulatory body of its applicable services industry, and will immediately notify Thriver if it is in breach of same; (v) the Provider will remain at all times in compliance with all applicable federal, state, local and provincial privacy legislation and anti-spam legislation and will comply with all applicable laws; (vi) the Provider and its Authorized Users will not violate the restrictions set forth in this Agreement; and (vii) the Provider has all sufficient rights and permissions to offer and provide the Service Offerings including but not limited to any Booking.
B. Indemnification by the Provider. The Provider will indemnify, defend and hold Thriver (its subsidiaries, affiliated entities, partners and Customers using the Thriver Solution) and their respective officers, directors, employees and agents (each a “Thriver Indemnitee”) harmless from and against all losses, damages, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (“Losses”) incurred by a Thriver Indemnitee arising out of or relating to any claim, action, demand, inquiry, audit, proceeding, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity or otherwise (collectively, an “Action”) suffered or incurred by a Thriver Indemnitee directly or indirectly arising from or in connection with or relating to: (i) any death, bodily injury, sickness, disease or injury of any kind of any person to the extent caused by the Provider; (ii) any damage, loss or destruction of any tangible, real, or personal property to the extent caused by the Provider; (iii) any negligence or criminal, fraudulent or other willful misconduct on part of the Provider, including any crime, fraudulent or dishonest acts committed by any current or former the Provider’s personnel, acting alone or in collusion with others; (iv) any amounts assessed or reassessed against, or imposed on Thriver that are the obligation of the Provider; (v) any and all damages, losses, liabilities, obligations, claims, litigation, demands, suits, causes of action, judgments, costs or expenses, including without limitation reasonable attorneys’ fees, arising out of or relating to the gross negligence or willful misconduct of the Provider or its employees in the performance of the Services under this Agreement and/or breach of applicable laws, regulations, permits, licenses, orders, codes, rules or directions of any governmental authority, regulatory body, agency or payment card association or card rules; (vi) all damages, losses and costs (including reasonable legal costs and costs if investigation) resulting from any employment related claims, including, without limitations, claims for workers compensation benefits, common-law employment claims, or claims for co-employment and from any other employment-related claims arising from provision of the Services hereunder; (vii) violation of representations and warranties in Section 13 A. of this Agreement; and (viii) Without derogating from any of the above, the Provider will indemnify, defend and hold Thriver Indemnitees harmless against any Losses incurred by any Thriver Indemnitee, arising out of any third-party Action brought or made against Thriver Indemnitee, arising out of or in any manner connected with: (a) the provision of any Service Offerings by the Provider under this Agreement; and (b) related to User Data or Provider Content, Provider’s, Authorized Users or Customers’ access to or use of the Services or Service Offerings, Bookings or exercise of its rights granted under this Agreement. Provider will fully cooperate with Thriver in the defense of any Action defended by Provider pursuant to its indemnification obligations under this Agreement and the Provider will not settle any such Action without the prior written consent of Thriver.
A. DISCLAIMER. THE PROVIDER ACKNOWLEDGES THAT THE DISCLAIMER AND LIMITATION OF LIABILITY IN THIS AGREEMENT REFLECT A FAIR APPORTIONMENT OF LIABILITY. THE THRIVER SOLUTION (INCLUDING ANY INTELLECTUAL PROPERTY INCLUDED THEREIN) IS PROVIDED “AS IS” AND “WHERE IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THRIVER DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, THE THRIVER SOLUTION, BOTH ORAL AND WRITTEN, WHETHER EXPRESS, IMPLIED OR COLLATERAL OR WHETHER ARISING BY STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION (I) THAT THE THRIVER SOLUTION (OR ANY PART THEREOF) WILL BE OF MERCHANTABLE QUALITY AND FIT FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT., (II) THAT THE THRIVER SOLUTION WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, OR TIMELY, (III) THAT THRIVER SOLUTION WILL BE AVAILABLE OR OPERATION OF THE THRIVER SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE (IV) THAT DEFECTS OR ERRORS IN THE THRIVER SOLUTION (BE THEY HUMAN OR COMPUTER ERROR(S)) WILL BE CORRECTED, (V) THAT THE THRIVER SOLUTION WILL BE FREE FROM VIRUSES OR HARMFUL COMPONENTS, (VI) THAT COMMUNICATIONS TO OR FROM THE THRIVER SOLUTION WILL BE SECURE OR NOT INTERCEPTED, AND (VI) ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS ARISING OTHERWISE. THE PROVIDER EXPRESSLY AGREES THAT THE PROVIDER’S USE OF THE THRIVER SOLUTION IS ENTIRELY AT THE PROVIDER’S OWN RISK. THE THRIVER SOLUTION, SERVICES AND THRIVER CONTENT, MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
WITHOUT LIMITING THE FOREGOING, THRIVER DISCLAIMS ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS THAT PROVIDER USES. THRIVER AND ITS LICENSOR SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. PROVIDER UNDERSTANDS AND AGREES THAT ABSENT PROVIDER’S AGREEMENT TO THIS LIMITATION OF LIABILITY, THRIVER WOULD NOT PROVIDE THE SERVICES TO PROVIDER OR ANY CUSTOMER.
B. LIMITATION OF LIABILITY. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF THRIVER, NOR ITS AFFILIATES AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR LICENSORS, IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY THE PROVIDER TO THRIVER IN THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION GIVING RISE TO THE LIABILITY AROSE. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL THRIVER’S THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
IN NO EVENT WILL THRIVER OR ITS AFFILIATES AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS OR LICENSORS BE LIABLE FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II), LOSS OR LOST OF: (i) REVENUE; (ii) PROFIT; (iii) SAVINGS; (iv) DATA (INCLUDING ANY USER DATA); (v) USE; OR (vi) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) INACCURATE INFORMATION; (V) NEGATIVE REVIEWS; (VI) ANY OTHER LOSS INCURRED IN CONNECTION WITH THE PROVIDER’S USE, INABILITY TO USE, OR MISUSE OF THE THRIVER SOLUTION; (VII) PERSONAL INJURY OR DEATH; OR (VIII) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.
Thriver may update, change or amend this Agreement (the “Amendment”) from time to time in Thriver’s sole discretion. When an Amendment is made, Thriver will provide notice of such Amendment to the Provider through email or the Thriver Solution. The Provider will have 5 days to accept the Amendment after notice is given. In the case that the Provider fails to explicitly accept the Amendment by the 5th day after the notice is sent from Thriver, the Agreement will be deemed accepted.
For the avoidance of any doubt, the Provider is an independent contractor and elected to provide Service Offerings and accept Bookings on the Thriver Solution as an independent contractor. The Provider is not and shall not represent itself to be an agent of Thriver. No Provider’s contractor or employee, by virtue of assignment to Thriver or Thriver’s Customers, will be deemed an employee of Thriver or its Customers. Without limiting the foregoing, the details of the method and manner for performance of the Booking and Service Offerings by Provider shall be under its own control, Thriver being interested only in the results thereof. The Provider shall be solely responsible for supervising, controlling, and directing the details and manner of the completion of the Service Offerings and Bookings. Nothing in this Agreement shall give Thriver the right to instruct, supervise, control, or direct the details and manner of the completion of the Service Offerings or Bookings. Provider is for all purposes hereunder an independent contractor and in no event will Provider be considered an agent or employee of Thriver or any of its subsidiaries or affiliates for any purpose.
This Agreement will be construed and governed by the laws of the Province of Ontario and laws of the Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Thriver from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.
Category
Subcategory
Provider Service Fees
Virtual
On-Site
(At Provider or Customer's Location)
Team Activities
Team Building
17.5%
10%
Arts & Crafts
17.5%
10%
Entertainment
17.5%
10%
Drink & Cooking Classes
17.5%
10%
Volunteering
0%
0%
Health & Wellness
Fitness Classes
17.5%
10%
Workplace Mental Health
17.5%
10%
Meditation & Mindfulness
17.5%
10%
Nutrition
17.5%
10%
Professional Development
Leadership Training
17.5%
10%
Diversity, Equity & Inclusion
17.5%
10%
Personal Development
17.5%
10%
Communication Skills
17.5%
10%
Creativity & Innovation
17.5%
10%
Catering & Pantry
Corporate Catering
-
12.5%
Staffing
-
10%
Snacks & Beverages
-
5%
Gifts & Swag
Swag & Apparel
-
5%
Gift Boxes
-
5%
Office Space
Office Design
-
5%
Health & Safety
-
5%
Retreats & Offsites
Corporate Retreats
-
0%
Team Offsites
-
0%