Terms of Use
User Agreement
Effective November 8, 2020.
This User Agreement (“Terms”) governs your access to and use of the websites, mobile apps, widgets, APIs, email notifications, emails, ads, and other online products and services (collectively, the “Services”), and any information, text, or other materials or arrangements of materials uploaded, downloaded or appearing on the Services (collectively, the “Content”).
We operate the website www.thodea.com in New York, United States. By using the Services you agree to be bound by these Terms provided by Thodea (“Thodea,” “we,” “us,” or “our”). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Services.
Thodea’s Privacy Policy explains how and why we collect, use, and share information about you when you access or use our Services. 1. Terms and Policy Changes
We may modify this User Agreement, our Privacy Policy, Content Policy, and our Cookie Policy from time to time. If we make material changes to it, we will provide you notice through our Services, or by other means, to provide you the opportunity to review the changes before they become effective. We agree that changes cannot be retroactive. If you object to any changes, you may close your account. Your continued use of our Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date. 2. Your Access to the Services
You may use the Services only if you agree to form a binding contract with Thodea and are not a person barred from receiving services under the laws of the applicable jurisdiction. Children under the age of 13 are not allowed to create an Account or otherwise use the Services. Additionally, you must be over the age required by the laws of your country to create an account or otherwise use the Services, or we need to have received verifiable consent from your parent or legal guardian.
If you are accepting these Terms and using the Services on behalf of another legal entity, including a business or government entity, you represent that you have full legal authority to bind such entity to these Terms, in which case the words “you” and “your” as used in these Terms shall refer to such entity.
3. Content on the Services
You are responsible for your use of the Services and for any Content you provide, including compliance with applicable laws, rules, and regulations. You should only provide Content that you are comfortable sharing with others.
Any use or reliance on any Content or materials posted, made public via the Services or obtained by you through the Services is at your own risk. We take no responsibility for and we do not expressly or implicitly endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content posted, made public via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. All Content is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted, made public via the Services.
We reserve the right to remove Content that violates these Terms, voilates our Content Policy, including for example, copyright or trademark violations or other intellectual property misappropriation, impersonation, unlawful conduct, or harassment. or if you otherwise create or are likely to create liability for us. We may, in our sole discretion, delete or remove Content at any time and for any reason, if you otherwise create or are likely to create liability for us.
If you believe that your Content has been copied in a way that constitutes copyright infringement, please report this by contacting us at team@thodea.com.
Any ideas, suggestions, and feedback about Thodea or our Services that you provide to us are entirely voluntary, and you agree that Thodea may use such ideas, suggestions, and feedback without compensation or obligation to you. Your Rights and Grant of Rights in the Content
You retain your rights to any Content you make public, save, submit, post or display on or through the Services. You own your Content.
By saving, submitting, posting or displaying Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, transferable, and sublicensable license to use, store, copy, reproduce, process, adapt, modify, prepare derivative works of, publish, transmit, display and distribute such Content and any name, username, or likeness provided in connection with such Content in any and all media formats, distribution methods, or channels now known or later developed anywhere in the world.
This license authorizes us to make your Content available to the rest of the world and to let others do the same. You agree that this license includes the right for Thodea to provide, promote, and improve the Services and to make Content submitted to or through the Services available to other companies, organizations or individuals for the syndication, broadcast, distribution, promotion or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by Thodea, or other companies, organizations or individuals, is made with no compensation paid to you with respect to the Content that you make public, save, submit, post, transmit or otherwise make available through the Services as the use of the Services by you is hereby agreed as being sufficient compensation for the Content and grant of rights herein. You also agree that we may remove metadata associated with your Content, and you irrevocably waive any claims and assertions of moral rights or attribution with respect to your Content.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any Content that you make public, save, submit, post or display on or through the Services. You agree that such Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Thodea the license described above.
4. Your Use of the Services
Thodea grants you a personal, worldwide, non-transferable, non-exclusive, revocable, limited license to use and access the Services solely as permitted by these Terms. We reserve all rights not expressly granted to you by these Terms.
Except as permitted through the Services or as otherwise permitted by us in writing, your license does not include the right to:
• license, sell, transfer, assign, distribute, host, or otherwise commercially exploit the Services or Content;
• modify, prepare derivative works of, disassemble, decompile, or reverse engineer any part of the Services or Content; or
• access the Services or Content in order to build a similar or competitive website, product, or service
We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time, with or without notice to you. Any future release, update, or other addition to functionality of the Services will be subject to these Terms, which may be updated from time to time. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.
The Services are protected by copyright and other laws of both the United States and other countries. Nothing in the Terms gives you a right to use the Thodea name or any of the Thodea logos, domain names, other distinctive brand features, and other proprietary rights. All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Thodea and its licensors.
5. Third-Party Content and Advertisements
The Services may contain links to third-party websites, products, or services, which may be posted by advertisers, our affiliates, our partners, or other users (“Third-Party Content”). Third-Party Content is not under our control, and we are not responsible for any third party’s websites, products, or services. Your use of Third-Party Content is at your own risk and you should make any investigation you feel necessary before proceeding with any transaction in connection with such Third-Party Content.
The Services may also contain sponsored Third-Party Content or advertisements. The type, degree, and targeting of advertisements are subject to change, and you acknowledge and agree that we may place advertisements in connection with the display of any Content or information on the Services.
6. Your Account and Account Security
To use certain features of our Services, you may be required to create a Thodea account (an “Account”) and provide us with a username, email, and password.
You are solely responsible for the information associated with your Account and anything that happens related to your Account. You must maintain the security of your Account. We recommend that you use a strong password that is used only with your Account.
You will not license, sell, or transfer your Account without our prior written approval.
7. Things You Cannot Do
When using or accessing Thodea, you must comply with these Terms and all applicable laws, rules, and regulations. Please review the Content Policy, which are part of these Terms and contain Thodea’s rules about prohibited content and conduct. In addition to what is prohibited in the Content Policy, you may not do any of the following:
• Use the Services in any manner that could interfere with, disable, disrupt, overburden, or otherwise impair the Services.
• Gain access to (or attempt to gain access to) another user’s Account or any non-public portions of the Services, including the computer systems or networks connected to or used together with the Services.
• Upload, transmit, or distribute to or through the Services any viruses, worms, malicious code, or other software intended to interfere with the Services, including its security-related features.
• Use the Services to violate applicable law or infringe any person’s or entity's intellectual property rights or any other proprietary rights.
• Access, search, or collect data from the Services by any means (automated or otherwise) except as permitted in these Terms or in a separate agreement with Thodea. We don’t grant permission to crawl the Services. Scraping the Services without Thodea’s prior consent is prohibited.
• Use the Services in any manner that we reasonably believe to be an abuse of or fraud on Thodea.
We encourage you to report content or conduct that you believe violates these Terms or our Content Policy. We also support the responsible reporting of security vulnerabilities. To report a security issue, please email team@thodea.com. 8. Purchases and Payment
We accept the following forms of payments through Stripe and PayPal gateways:VisaMastercardAmerican ExpressDiscoverApple PayGoogle PayEtc. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars. You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be risky or undesirable to limit our risk involvement as needed.
9. Refund Policy
All sales are final and no refund will be issued.
10. Indemnity
Except to the extent prohibited by law, you agree to defend, indemnify, and hold us, our directors, officers, employees, affiliates, agents, contractors, third-party service providers, and licensors (the “Thodea Entities”) harmless from any claim or demand, including costs and attorneys’ fees, made by any third party due to or arising out of (a) your use of the Services, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) Your Content. We reserve the right to control the defense of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
11. Disclaimers and Limitations of Liability
The Services are Available "AS-IS"
Your access to and use of the Services or any Content are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. The “Thodea Entities” refers to Thodea, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors. Without limiting the foregoing, to the maximum extent permitted under applicable law, THE THODEA ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Thodea Entities make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from the Thodea Entities or through the Services, will create any warranty or representation not expressly made herein.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE THODEA ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE THODEA ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID THODEA, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE THODEA ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12. Governing Law and Venue
If you have an issue or dispute, you agree to raise it and try to resolve it with us informally. You can contact us with feedback and concerns at team@thodea.com. Except for the government entities listed below, any claims arising out of or relating to these Terms or the Services will be governed by the laws of California, without regard to its conflict of laws rules. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in New York, NY, and you consent to personal jurisdiction in these courts.
Government Entities
If you are a U.S. city, county, or state government entity, then this Section 12 does not apply to you.
If you are a U.S. federal government entity, any claims arising out of or relating to these Terms or the Services will be governed by the laws of the United States of America without regard to its conflict of laws rules. To the extent permitted by federal law, the laws of California (other than its conflict of law rules) will apply in the absence of applicable federal law. All disputes related to these Terms or the Services will be brought solely in the federal or state courts located in New York, NY. 13. Termination
You may terminate these Terms at any time and for any reason by deleting your Account and discontinuing use of all Services. If you stop using the Services without deactivating your Account, your Account may be deactivated due to prolonged inactivity.
We may suspend or terminate your Account, or ability to access or use the Services at any time for any or no reason, including for violating these Terms or our Content Policy.
The following sections will survive any termination of these Terms or of your Account: 3 (Content on the Services), 7 (Things You Cannot Do), 10 (Indemnity), 11 (Disclaimers and Limitations of Liability), 12 (Governing Law and Venue), 13 (Termination), and 14 (Miscellaneous). 14. Miscellaneous
These Terms constitute the entire agreement between you and us regarding your access to and use of the Services. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be illegal, invalid, or unenforceable, the rest of the Terms will remain in effect. You may not assign or transfer any of your rights or obligations under these Terms without our consent. We may freely assign any of our rights and obligations under these Terms.
15. Digital Millenium Copyright Act (DMCA) Notice and Policy
Notifications
We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney. All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by the Notification, a representative list of such works on the Services; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.
Counter Notification
If you believe your own copyrighted material has been removed from the Services as a result of a mistake or misidentification, you may submit a written counter notification to [us/our Designated Copyright Agent] using the contact information provided below (a "Counter Notification"). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature. If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.
Designated Copyright Agent
Nikolay Pevnev
Attn: Copyright Agent
Brooklyn, NY 11207
United States
team@thodea.com
16. Modifications and Interruptions
We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We also reserve the right to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services. We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
17. Dispute Resolution
Arbitration Agreement
This section sets forth the ways in which you and Thodea agree to resolve disputes. Before filing a claim against Thodea, you agree to try to work it out informally with us first. If we cannot resolve the dispute informally, all formal disputes must be resolved through arbitration as set forth in this section, unless you opt out of binding arbitration within 30 days of accepting this Agreement. Finally, whether resolved through binding arbitration or in court, claims can only be brought individually, and not as part of a class action.
Arbitration Opt Out. You can decline this agreement to arbitrate by emailing us at team@thodea.com within thirty (30) days of the date that you first agree to this Agreement (“Opt-Out Period”). Your email must be sent from the email address you use for your Account, and must include your full name, residential address and a clear statement that you want to opt out of arbitration. Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. We won’t seek our attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the Arbitration Provider has discretion where it deems appropriate to reduce the amount or modify the timing of any administrative or arbitration fees due under the applicable Arbitration Provider Rules, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in United States, New York. Unless Opted Out from arbitration, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in United States, New York, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms. In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. Unless Opted Out from arbitration, if this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
18. Corrections
There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.
19. Electronic Communications Transactions, and Signatures
Visiting the Services or Deliverables, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
20. California Users and Residents
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.