Thrively Activity Provider Terms of Service (last updated February9, 2018)

These terms of service (“Terms”) are the contract between you (“Provider”) and Bloom Software, Inc., doing business as Thrively (“Thrively”). These Terms are in addition to the General Terms of Service for all Thrively users.

If you use our sites or Service as a “Premium” or “Concierge” Subscriber, or click to accept or agree to these terms, we will understand this as your acceptance of these terms and your agreement to all of its terms and conditions. If you are using our sites or Service on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to these terms. If you do not have such authority, then you may not use our sites or Service on behalf of your employer and you must discontinue all use immediately.

1. Overview

   A. These are the complete terms and conditions (“Terms”) that apply to your participation in Thrively’s Activity Provider Program (“Program”). Please note that throughout these Terms, "we," "us," and "our" refer to Thrively, "you," "your," and "yours" refer to the Provider, and “Program” refers to the Thrively Activity Provider Program.

   B. Thrively does not currently auto-approve applications and every provider will be reviewed for qualification to the Program. We may, at our sole discretion, determine suitability of a provider for the Program and reject your application or cancel your participation in the Program for any reason at any time.

2. Provider Obligations

   A. The Provider Site will not:

   • Promote sexually explicit materials
   • Promote violence
   • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
   • Promote illegal activities
   • Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
   • Otherwise be in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

   B. The maintenance and the updating of your site will be your responsibility. Thrively reserves the right to correct any content that is inconsistent with your Web site representation, including content, images or links.

   C. It is entirely your responsibility to follow all applicable intellectual property and all other laws that pertain to your site. You must have express permission to use any third-party material, whether it be text, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights. Furthermore, you will indemnify us for any content posted on any Thrively Site that is consistent with content on The Provider Site.

   D. Services provided by you listed on Thrively or any of Thrively digital properties will be the sole responsibility of the Provider. Thrively will not intervene in customer disputes.

   E. As a member of Thrively you are subject to the Thrively Terms of Service and Privacy Policy of Thrively, which are hereby incorporated by reference. We direct your attention particularly to the sections of the Thrively Terms of Service headed “ACTIVITIES AND OTHER THIRD PARTY INFORMATION”, “NO WARRANTY”, “LIMITATION OF LIABILITY”, “ALL DISPUTES SHALL BE RESOLVED BY ARBITRATION” AND “MISCELLANEOUS” .

3. Listings

   A. All Provider content is subject to approval. Thrively’s content team can reject or otherwise remove all or part of Provider content at our discretion, for any reason, at any time.

   B. No activity provider featured in the Thrively Store, anywhere within Thrively or on Thrively digital properties, may alter a review at any time. If any activity provider has any issues with a review, please bring it to the attention of our content team at: providers@Thrively.com.

4. Customer Data

   For the purpose of these Terms “Customer Data” and “Lead” shall mean any and all data, in whatever format, collected from a customer or prospective customer in connection with the purchase or use of any product or service of either Party, including any and all data collected in connection with enrollment or registration in any such product or service, whether such data is provided directly or indirectly by such customer or prospective customer. For the purpose of these Terms, “Individually Identifiable Customer Data” shall be Customer Data, which can be reasonably used to identify a specific individual including, without limitation, their name, email address, residential address, gender, and date of birth. Each Party shall solely own the Customer Data collected in connection with such Party’s products or services. Customer Data & Individually Identifiable Customer Data shared or transferred in connection with these Terms is pursuant to the terms outlined in Exhibit A. Each Party agrees that its use of the Customer Data is subject to any privacy policy and terms of service posted on the web site where such Customer Data was collected (the “Privacy Policy”). Each Party shall take reasonable steps to prevent unauthorized use of the Customer Data by its employees or agents or by third parties.

5. Termination

   Either you or we may end your use of our paid services AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email.

6. Payment

   A. You acknowledge and agree that if you choose to participate on our site as either a Premium or Concierge Subscriber, you will pay us the subscription price stated on our site (the “Subscription Fee”).

   B. The Subscription Fee (subject to any special promotions or discounts that may be available) is a monthly fee that will be charged to your credit card automatically each month. All Subscriptions are monthly and require at least one full months’ notice of cancellation. Upon the next renewal date following your notice of cancellation, you will be charged for your final month’s Subscription Fee and we will prepare for the cancellation of your account at the end of your final month.

   C. You agree to pay all charges set forth above without dispute as long as you participate on our site irrespective of any claims or disputes you may have with any end user that registers for one or more of your activities. You further agree to update Thrively on any changes to your method of payment.

   • (i) We will charge the registering user the appropriate registration fee designated by the relevant Provider (the “Registration Fee”) and then remit the Registration Fees to you via electronic transfer to an account designated by you or via check within fourteen (14) business days of our receipt (less refunds, credits and chargebacks);
   • (ii) We will charge your credit card or deduct from the Registration Fee (in our discretion) a 5% service fee (the “Service Fee”), which Service Fee is in addition to all applicable Subscription Fees;
   • (iii) You shall accept or reject the registration request as soon as practicable, but in any case within 36 hours. Your failure to respond to any registration request within 36 hours will be deemed a rejection of such request. In addition, you shall afford all Activity Registrations and associated registrants the same rights and treat them with the same priority as they would receive if booked directly through you or your own website.

   E. Thrively may change the fee structure and related terms at any time. Your continued use of the website and acceptance of customer leads will signify your acceptance of these changes. If you wish to terminate your Subscription, you must provide at least one full month’s notice as set forth above.

   F. Except when required by law, paid Subscription Fees and Service Fees are non-refundable.

7. Reporting

   Provider will produce a report to Thrively detailing all traffic and activity to date initiated from Thrively, in a manner and frequency that will be mutually decided upon by both parties. Thrively may, upon reasonable request, review the Provider’s records and systems to verify the accuracy of these reports and Provider’s compliance with this Agreement. At Thrively’s request, Provider will place a tracking code provided by Thrively on the Provider Site that enables Thrively to track traffic and conversions.

8. Grant of Licenses

   A. You grant to us and our users a non-exclusive, non-transferable, revocable right to (i) access your site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with this Agreement, grant us permission to use your logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that you provide to us or authorize for such purpose. During the term of this Agreement, you may use the Thrively trademark, in the form provided by Thrively and in accordance to any guidelines provided by Thrively, solely in connection with this Agreement. Provider retains pre-approval rights to any material utilizing their name and trademark

   B. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by these licenses. Other than the licenses granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

   C. We shall exclusively retain ownership of all Thrively user data related to behavior of the user’s interaction with your listing. This Agreement provides for a pre-negotiated sub-set of user information to be provided from Thrively to you.

9. Representations and Warranties

   You represent and warrant that:

   A. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

   B. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

   C. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement;

   D. You are fully qualified to conduct the business on the Provider Site, and have all necessary licenses, permits, certificates and authorizations’

   E. All information you upload to our site, including, without limitation, general information about your company, information regarding activities, and activity schedule information, is true, complete and accurate, and you will update such information as needed to keep it true, complete and accurate;

   F. You have all requisite permissions for photos/videos, particularly for minors;

   G. Your use of our site does not infringe upon any intellectual property rights of third parties;

   H. The content you provided and the related services are not subject to any current or pending litigation of any nature; and

   I. You have conducted background checks (including but not limited to criminal background checks) as necessary to ensure the safety of participants in the services provided on or through the Provider Site. You are not aware of any law enforcement issues or any other issues indicating that such persons are unsuitable to work with children.

10. Indemnification

    You hereby agree to indemnify and hold harmless Thrively, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that content provided by you infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any claim related to any registration or participation in any activity offered by you (whether or not the registration was booked through our site) and/or your acts or omissions in connection with any interaction with and/or conduct towards any parent or other use of our site and/or any participant in any of your activities.

11. Confidentiality

    All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

12. Miscellaneous

    A. Thrively reserves the right to update this agreement at any time. We will make the terms of the agreement available on Thrively.com for you to review at any time. Your continued use of the website and acceptance of customer leads will signify your acceptance of these changes. If you wish to terminate your Subscription, you must provide at least one full month’s notice as set forth above.

    B. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets or equity of a party.