Terms of Service and End User License Agreement

The following Terms of Service and End User License Agreement (“EULA”) are a legally binding contract between anyone (“You” or “User”) registering for, using, and/or downloading the Tools, Templates, and Resources.

BY CLICKING THE “AGREE” BUTTON AND DOWNLOADING, INSTALLING OR USING THE TOOLS, TEMPLATES, AND RESOURCES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND ASSENT TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE TOOLS, TEMPLATES, AND RESOURCES AND DELETE THEM FROM YOUR DEVICES.

You acknowledge and agree as follows:

• The Tools, Templates, and Resources are licensed, not sold to you, and You may use them  only as set forth in this EULA;
• Use of any one or all of the Tools, Templates, and Resources may be subject to separate third party terms of service and fees, including without limitation the terms of service and data, SMS, MMS, and other fees of Your network operator, which are your sole responsibility; 
• The Tools, Templates, and Resources are provided “as is” without warranties of any kind and We Thrive Media’s liability to you is limited; 
• Disputes arising hereunder will be resolved by binding arbitration as set forth in the EULA, and by accepting this EULA, You and We Thrive Media are each waiving the right to a trial by jury.

1. Service Overview: We Thrive Media’s Tools, Templates, and Resources endeavor to provide customizable strategic marketing support to Users.
2. Eligibility: By agreeing to the EULA, You represent and warrant to us: that Your registration and Your use of the Tools, Templates, and Resources is in compliance with all applicable laws and regulations. If You are using the Tools, Templates, and Resources on behalf of an entity, organization, or company, You represent and warrant that You have the authority to bind such organization to this EULA and You agree to be bound by this EULA on behalf of such organization.
3. Limited License: Subject to Your complete and ongoing compliance with all the terms and conditions set forth in this EULA (including without limitation payment of any applicable fees and compliance with all license restrictions), We Thrive Media grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Tools, Templates, and Resources downloaded directly from We Thrive Media’s website for Your use for lawful purposes, on a device that You own or control, and for the purpose of accessing and using the Tools, Templates, and Resources in accordance with the EULA. You may not reproduce, distribute, publicly display, or publicly market the Tools, Templates, and Resources as Your own, but may utilize them for lawful personal and/or business purposes. Except if, and solely to the extent that, such a restriction is impermissible under applicable law or applicable third party license. You may not interfere with or circumvent any security feature of the Tools, Templates, and Resources, including, but not limited to, any watermark. You may not use the Tools, Templates, and Resources for any purpose other than a purpose for which they are expressly designed.
4. Additional Terms: We Thrive Media may charge fees for access to its Tools, Templates, and Resources (“Fees”). Before You are required to pay any Fees, You will have an opportunity to review and accept the applicable Fees that You will be charged. All fees are in U.S. Dollars and are non-refundable. We Thrive Media will charge using the payment method You specify at the time of purchase. You authorize We Thrive Media to charge all Fees to such payment method. If You pay any Fees with a credit card, We Thrive Media may seek pre-authorization of Your credit card account prior to Your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Your purchase. We Thrive Media will charge the payment method You specify at the time of purchase using a third-party payment processor. Our third-party payment processor may have an independent term of service and privacy policy, which You will be subject to when making a payment using such third-party payment processor’s service, and we encourage you to review all such terms prior to making any payment. You authorize We Thrive Media to charge all sums as described in this EULA, for the Tools, Templates, and Resources you select, to that payment method.
5. Remedies: While we do not provide any warranties, if you have any concerns surrounding the Tools, Templates, and Resources, please contact us at info@wethrivemedia.com, and we will attempt to resolve the issue.
6. Warranty Disclaimers: THE TOOLS, TEMPLATES, AND RESOURCES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE THRIVE MEDIA DISCLAIMS (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE-OF-DEALING, USAGE, OR TRADE. YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE TOOLS, TEMPLATES, AND RESOURCES, INCLUDING ANY DAMAGES OR INJURY TO PERSONS OR PROPERTY THAT MAY ARISE FROM USING THE TOOLS, TEMPLATES, AND RESOURCES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. Limitations of Liability: In no event will We Thrive Media be liable to you for any incident, special, consequential, or punitive damages, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, whether We Thrive Media has been informed of the possibility of such damage.
8. Prohibited Conduct: You agree not to engage in any of the following:
   • Using the Tools, Templates, and Resources for any illegal purpose, or in violation of any local, state, national, or international law; and
   • Interfering with security-related features of the Tools, Templates, and Resources; and/or
   • Disabling or circumventing features that prevent or limit use or copying of any content.
9. Violations of the EULA: If You violate this EULA, Your permission to use the Tools, Templates, and Resources will automatically terminate, and any continued use by You after such time will be in direct violation of the law, and We Thrive Media reserves all rights to pursue all applicable legal remedies.
10. Privacy Policy: You acknowledge that when you download, install, or use the Tools, Templates, and Resources, We Thrive Media may use automatic means (including, for example, cookies and web beacons) to collect information about your Device. You also may be required to provide certain information about yourself as a condition to download, install, or use the Tools, Templates, and Resources. All information we collect through or in connection with the Tools, Templates, and Resources is subject to our Privacy Policy located at wethrivemedia.com/privacy-policy/. Your download, installation, and use of the Tools, Templates, and Resourcesis affirmative consent to all actions taken by us with respect to Your information in compliance with the Privacy Policy.
11. Modification of the EULA. We reserve the right, at our discretion, to change the EULA on a going-forward basis at any time. Please check the EULA periodically for changes. Material modifications are effective upon Your acceptance of the modified EULA. Immaterial modifications are effective upon publication. For the avoidance of doubt, disputes arising hereunder will be resolved in accordance with the EULA in effect at the time the dispute arose.
12. Ownership; Proprietary Rights: The Tools, Templates, and Resources are owned and operated by We Thrive Media. The visual interfaces, graphics, design, compilation, products, software, services, and all other elements of the Tools, Templates, and Resources provided by We Thrive Media (“Materials”) are protected by all relevant intellectual property and proprietary rights and applicable laws. Except for any content inserted by You, all Materials contained in the Tools, Templates, and Resources is the property of We Thrive Media except with respect to such proprietary and copyright materials belonging to User. You may not make use of the Materials except in connection with the authorized use of the Tools, Templates, and Resources. We Thrive Media reserves all rights to the Materials not expressly granted in this EULA.
13. Governing Law: This EULA shall be governed by the laws of the State of Georgia without regard to conflict of law principles. To the extent that any lawsuit or court proceeding is permitted hereunder, You and We Thrive Media agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Atlanta, Georgia for the purpose of litigating all such disputes.
14. General: The EULA, together with the Privacy Policy and any Additional Terms, constitute the entire and exclusive understanding and agreement between You and We Thrive Media regarding Your use of and access to the Tools, Templates, and Resources and except as expressly permitted above, may only be amended by a written agreement signed by authorized representatives of the parties. You may not assign or transfer the EULA or Your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign the EULA at any time without notice. The failure to require performance of any provision shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of the EULA constitute a waiver of any subsequent breach or default or a waiver of the provision itself. In the event that any part of the EULA is held to be invalid or unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remaining parts will remain in full force and effect. Sections 6 through 15 will survive termination or expiration of the EULA.
15. Dispute Resolution & Arbitration:
1. In the interest of resolving disputes between You and We Thrive Media in the most expedient and cost-effective manner, You and We Thrive Media agree that all disputes arising in connection with this EULA shall be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Our agreement to arbitrate disputes includes but is not limited to all claims arising out of or relating to any aspect of this EULA, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether the claims arise during or after the termination of this EULA. You understand and agree that, by entering this EULA, You and We Thrive Media are each waiving the right to a trial by jury or to participate in a class action.
2. Notwithstanding the above, we both agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either of our right to (i) bring an individual action in small claims court, (ii) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (iii) seek injunctive relief in a court of law, or (iv) to file suit in a court of law to address intellectual property infringement claims.
3. Any arbitration between You and We Thrive Media will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this EULA, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org.
4. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for You, by electronic mail (“Notice “). We Thrive Media’s address for Notice is: We Thrive Media, LLC, 1055 Howell Mill Rd, 8th Floor, Atlanta, GA 30318. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand “).
16. Entire Agreement: This Agreement, the Terms of Use, and our Privacy Policy constitute the entire agreement between You and We Thrive Media with respect to the Tools, Templates, and Resources and supersede all prior or contemporaneous understandings and agreements, whether written or oral.
17. Waiver: No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.