Last Updated: 14th July, 2022
Our Terms and Conditions describe our relationship together and what we should expect of each other while using the thrive lot platform, working with thrive lot project success managers, thrive lot stewards, and watching your dreamscape come to life as technology meets nature.
These Terms and Conditions govern the relationship between Thrive Lot, Inc., a Tennessee for profit benefit corporation (“Thrive Lot”) and the individual or entity accepting the terms, as identified on the Thrive Lot Platform (“Customer”) as of the date these Terms and Conditions are accepted (“Effective Date”). These Terms and Conditions in conjunction with all documents governed by these Terms and Conditions constitute the "Agreement."
Thrive Lot provides a web-based and mobile application-based portal (the “Thrive Lot Platform”) through which customers, such as Customer, learn about, connect with, engage with service providers that are introduced to Customer by Thrive Lot (each a, “Service Provider”), which are in the business of providing gardening, and landscaping labor and/or supplies (“Services”). If Customer decides to retain a Service Provider to provide Services, then Customer shall enter into a separate agreement with the Service Provider for such Services. Customer agrees that all payments for such Services, whether to the Service Provider or other contractors providing the Services, will be made through the Thrive Lot Platform. Furthermore, all quotes for Services will be presented through the Thrive Lot Platform. Nothing in this Agreement prohibits Customer from engaging professionals outside of the Thrive Lot Platform as long as such professional was not introduced to Customer by Thrive Lot.
Subject to the terms and conditions of this Agreement, Thrive Lot hereby grants Customer a nonexclusive, non-transferable, revocable, limited, non-sublicensable, personal right to use the Thrive Lot Platform for the purpose of receiving documents related to the Services and making payments for the Services. Customer hereby agrees to the Terms of Use of the Thrive Lot Platform, which are incorporated into this Agreement by reference. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall control.
From time to time, Customer will inform Thrive Lot of projects which set forth the nature of the Services required (the “Projects”). Projects will include a date, general neighborhood or geographic area where the Project will take place, and a description of the goals for the Project. Thrive Lot will suggest a Service Provider to work on the various activities required for a Project (each an “Activity”). It is solely Customer’s decision whether or not to hire the Service Provider for an Activity. If Customer decides to hire a Service Provider for any Activity on the Project, Customer agrees that all professionals required to perform Services on the Project will be hired through the Thrive Lot Platform and all payment for Services will be made through the Thrive Lot Platform.
Once a Customer has selected a Service Provider for a Project, the Service Provider shall provide an onsite, one hour, assessment of Customer’s Project (“Site Assessment”). After completion of the Site Assessment, the Service Provider shall prepare a proposal for the Customer and submit the proposal in the Thrive Lot Platform. Thrive Lot will present the proposal to the Customer and the Customer will decide whether to accept the proposal. If Customer accepts the proposal and pays the deposit required by Thrive Lot, then a Service Provider shall begin performance of the Project as specified in the proposal. Upon acceptance of the proposal, Customer will enter into an agreement, specified by Thrive Lot, with each Service Provider that performs an Activity to have the Activity performed.
After a proposal is accepted by the Customer, Service Provider will prepare the design for the Project (“Design”). If such Designs show variations from the proposal, Service Provider shall describe such variations in writing, separate from the Design. If the variation is minor or does not involve a change in price or in time of performance, a modification need not be issued. As a result of the Design the cost for all Activities will be updated. The proposal shall specify each Activity and have a milestone for each Activity and estimated completion dates for each Activity (“Milestones”, each a “Milestone”). Each Service Provider is solely responsible for determining the manner and method of performing each Activity and meeting all Milestones under this Agreement.
Customer may decide to have maintenance work performed periodically by a Thrive Lot Service Provider after the Project is finished (“Stewardship”). Customer agrees that all Stewardship done on the Project for the Customer will be processed and paid for through the Thrive Lot Platform. Customer shall not schedule or have performed any Stewardship that is not scheduled through the Thrive Lot Platform with a Thrive Lot Service Provider.
Customer shall make all payments for Services through the Thrive Lot Platform on the terms specified in the Thrive Lot Platform. If Customer has not paid all sums due in accordance with the terms of this Agreement, a monthly finance charge equal to the lesser of (a) 1.5% per month, or (b) the highest amount permitted by law, shall accrue and be payable each month until paid in full. Customer shall be liable to Thrive Lot for any and all costs and expenses incurred by Thrive Lot, including without limitation attorneys’ fees and expenses, in collection of any past due amounts hereunder.
Thrive Lot owns all right, title and interest to the Thrive Lot Platform. Customer does not acquire any rights in the Thrive Lot Platform other than the rights provided in Section 2. The Service Provider that creates the Design retains ownership of such Design.
Customer may rate and review a Service Provider at the end of every Activity (“Reviews”), and such Reviews may be made available on the Thrive Lot Platform. All Reviews must conform to Thrive Lot’s terms of use, which are incorporated into this Agreement by reference. Thrive Lot is not responsible to verify Reviews posted by Customers. But, Thrive Lot may choose not to allow the Review to be posted, limit the visibility of a Review, and may remove a Review if the Review does not meet Thrive Lot’s terms of use.
Customer acknowledges that use of the Thrive Lot Platform allows Thrive Lot to access data related to Customer’s use of the Thrive Lot Platform. Such data includes, but is not limited to, time, place, frequency of use, and other content created or placed on the Thrive Lot Platform. Thrive Lot will not store, copy, analyze, monitor, or otherwise use that data except for legitimate business purposes, and those purposes contemplated by this Agreement or uses in conformity to its privacy policy, and is incorporated into this Agreement by reference.
This Agreement shall be effective as of the Effective Date and remains in effect until terminated as set forth in Section 9.2 (the “Term”).
9.2.1. Termination for Breach
Thrive Lot and Customer may terminate this Agreement, effective immediately upon written notice to the other party, in the event that the other party materially breaches this Agreement. A material breach includes, but is not limited to, the acts or omissions expressly defined as constituting a material breach herein: misconduct, Customer’s failure to make a payment on time.
9.2.2. Termination for Convenience
Either party may terminate the Agreement for any reason upon seven (7) days’ written notice. The termination of this Agreement does not terminate any agreement between a Service Provider and Customer, or between Customer and any other professional for Services. The termination of this Agreement for convenience does not entitle Customer to a refund of any fees already paid.
Upon termination of this Agreement for any reason, (i) Customer shall immediately pay for all Services that have already been performed, and (ii) the rights granted to Customer in Section 2 are immediately terminated.
If this Agreement is terminated or expires, all of the terms of this Agreement survive and continue to govern Customer as long Customer is receiving Services. If Customer is no long receiving Services and this Agreement is terminated or expires then Sections 6, 12 and 14 survive the expiration or termination of this Agreement.
“Confidential Information” means all information of every nature and kind, whether written, oral, on magnetic or other storage media, or in any other form of every nature and kind, including without limitation: this Agreement, the Thrive Lot Platform, prospective and existing customer information of Thrive Lot, list of Service Providers and other contractors of Thrive Lot, plans, formulas, formulations, specifications, designs, prototypes, know-how, processes, technology, products, samples, secrets, inventions, patents, copyrights, trade names, trademarks, business plans, marketing methods, marketing tools, sales methods, sales tools, and present and future products and policies of Thrive Lot, all as disclosed or made available in any manner by Thrive Lot, or otherwise learned by Customer in connection with Customer using the Thrive Lot Platform. However, Confidential Information will not include information, which is public knowledge, becomes public knowledge through no fault of the parties, or is received independently from a third party who had such information independently from the parties hereto, and who had the right to disclose such information.
Customer acknowledges and agrees that Confidential Information is proprietary to and a valuable trade secret of Thrive Lot and that any disclosure or unauthorized use thereof will cause irreparable harm and loss to Thrive Lot.
In consideration of the disclosure of Confidential Information, Customer agrees to treat Confidential Information in confidence and to undertake the following additional obligations with respect thereto:
10.3.1. to use Confidential Information for the sole purpose of receiving Services from Service Providers obtained from the Thrive Lot Platform;
10.3.2. not to copy, in whole or in part, Confidential Information;
10.3.3. to limit dissemination of Confidential Information to only those individuals who have a need to know to perform the limited Activities set forth in subsection (10.3.1) above, and to prevent further dissemination and/or the use of Confidential Information by any individual for any purpose other than that set forth in subsection (10.3.1) above; and
10.3.4. to return Confidential Information, including, but not limited to, all copies and records thereof, to Thrive Lot upon receipt of request therefore, or the termination or expiration of this Agreement, whichever occurs first.
Notwithstanding any provision of this Agreement, pursuant to 18 U.S.C. Section 1833(b), Customer is hereby notified and acknowledges that:
10.4.1. Customer shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that
(a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or
(b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
10.4.2. If Customer files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of Customer and use the trade secret information in the court proceeding, if Customer (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
During the registration process for the Thrive Lot Platform Customer created a user name and password that allows Customer to have access to the Thrive Lot Platform. Customer shall not provide its user name or password to access the Thrive Lot Platform to any other person or entity, or allow any other person or entity to access the Thrive Lot Platform under its user name and password. Customer agrees that it is solely responsible for any actions that occur under Customer’s user name and password. In the event that the user name and password Customer created becomes known by a third party Customer agrees to take all available precautions to prevent the user name and password from being used by an unauthorized individual, including, but not limited to, disabling the user name, and Customer agrees to notify Thrive Lot immediately.
To the maximum extent permitted by applicable law, in no event shall Thrive Lot be liable to Customer under any theory of liability for any consequential, indirect, incidental, special, punitive or exemplary damages of any kind (“Consequential Losses”), including, without limitation, Consequential Losses arising from loss of profits, revenue, data or use, or from interrupted communications or damaged data, or from any defect or error or in connection with Customer’s acquisition of substitute goods or services or from malfunction of the Thrive Lot Platform, or any such Consequential Losses arising from breach of contract or warranty or from negligence or strict liability, even if Thrive Lot or any other person has been advised or should know of the possibility of such Consequential Losses, and notwithstanding the failure of any remedy to achieve its intended purpose. Thrive Lot’s entire liability under any provision of this Agreement is limited to $500. Customer agrees that any issue regarding the Services is solely between Customer and Service Provider or Customer and the professional that performed the Services, as applicable.
Customer may not assign this Agreement or any rights under this Agreement without written authorization by Thrive Lot. Thrive Lot may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns. Any attempted assignment in violation of this Section is null and void.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Customer and Thrive Lot, Customer and Thrive Lot agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice of the dispute, controversy, or claim. Customer’s address for such notices is the address provided by Customer to Thrive Lot. Thrive Lot’s address for such notices is 9255 Kingston Pike PMB 24136, Knoxville, TN 37922.
If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation on a confidential basis pursuant to the Commercial Mediation Procedures of the American Arbitration Association, before resorting to arbitration. If necessary, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, that cannot be settled by good faith mediation, shall be settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The exclusive venue for any mediation or arbitration is Knoxville, Tennessee.
This Agreement shall be governed and interpreted pursuant to the laws of Tennessee, notwithstanding any principles of conflicts of law. Without limiting section 14.2, judicial proceedings must be brought in state court or federal district court in the Eastern District of Tennessee, Knoxville, Tennessee, unless otherwise agreed to in writing between parties. Both Customer and Thrive Lot consent to venue and personal jurisdiction in Tennessee.
Customer hereby expressly acknowledges and agrees that, by using or receiving access to the Thrive Lot Platform, Customer and Thrive Lot are bound by the then-current version of this Agreement, including, but not limited to, any supplements to this Agreement or documents incorporated herein, including the Schedules below, if any. If Customer does not wish to be bound by any supplements or changes to this Agreement, then Customer shall notify Thrive Lot that it does not wish to be bound by the supplements or changes within 30 days of receiving notification of the supplements or changes.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). The parties agree that Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or electronic mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). This Agreement, together with any other documents incorporated herein by reference, and related exhibits, schedules, and addenda (if any) constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in multiple counterparts, including, but not limited to, by facsimile or other electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it. Other than as provided in this Agreement, this Agreement may not be amended, by implication or otherwise, by any marketing material contained on Thrive Lot’s website or the Thrive Lot Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.