TERMS AND CONDITIONS

Thropic, Inc. (referred to throughout as “Thropic” "us", "we", "our", etc.) is the owner and operator of the www.thropic.app website, an online fundraising platform and digital communications agency to help qualified non-profit and charitable organizations (“Participating Organizations”) target donors. These Terms and Conditions (the "Terms") apply to the www. thropic.app website, any subdomains thereof, any other website or webpages we own or operate that include a link to this statement (together collectively referred to as the "Website"). Any information, text, graphics, photos, videos, or other materials uploaded, downloaded or appearing on the Website (collectively referred to as "Content") is subject to these Terms in effect at the time of your use. Any party that accesses, uses, or registers with the Website (such party referred to throughout in the second person “user” "you", "your", etc.) agrees to be contractually bound by these Terms. If you are an individual acting as a representative of an organization which wishes to use the Website, Content or Services of Thropic (“Services”) then you represent and agree that you have the authority to accept these Terms on behalf of such an organization.

Your use of the Website, or any of the Services or features accessible therein, constitutes your acceptance of these Terms (the “Agreement”). These Terms expressly supersede prior agreements or arrangements with you. If you do not wish to use the Website in accordance with these Terms, then you should immediately discontinue using the Website.

  1. UPDATES TO THE TERMS. We may update or change the Terms from time to time. A given amendment will not apply to claims arising before, or arising from facts occurring before, the point in time when that amendment was published to the Website. We will let you know that the Terms have been updated or changed by publishing the date of the last amendment at the top of this page. You agree that this method of notice is sufficient and that you will regularly check these Terms for updates or changes.
    1. Supplemental Terms. Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

 

  1. INTELLECTUAL PROPERTY. The Website, its Content, its various features and Services, and all underlying software and code belong exclusively to Thropic. You understand and agree that your use of the Website in no way gives you a right, title, or interest in the Website or our intellectual property. The Thropic name and slogan are protected by trademark law. The Website and its various component parts are protected by copyright law, trademark law, trade secret law, and other laws germane to the protection of intellectual property rights. All rights that are not expressly granted to you by these Terms are expressly reserved by us.
    1. Prohibited Activities. You agree to use the Website and the features and services provided through the Website only as they are obviously intended to be used. All other uses are strictly prohibited. You agree not to (and not to encourage a third party to) disassemble, reverse engineer, or otherwise attempt to discover, copy, or transmit, any source code underlying the Website or the software, features, or services provided therein.
    2. Your Content. By posting, uploading, or transmitting content or information to, or through, the Website you grant us a nonexclusive, irrevocable, worldwide, sub-licensable, royalty-free license to copy, store, transmit, publish, publicly display, publicly perform, and otherwise use this content or information to operate the Website and Services as Thropic reasonably sees fit. You warrant that you have the authority to grant such license.

 

  1. ACCESS TO THROPIC SERVICES. During the term of this Agreement and subject to the Terms herein, you may become a (“Registered User”) by providing your information with the Website to create a (“User Account”). In becoming a Registered User, you will be able to create an interactive page to garner support for specified causes (“Thropic Button”) and will be able to share the embedded link to the Thropic Button on your Facebook, Twitter and Google Mail Account (“Social Media Account”). Participating Organizations may also create Thropic Buttons which may be embedded into the Registered Users website.
    1. Licensing. Thropic grants all Registered Users a non-exclusive, non-assignable, non-transferable and non-sublicensable license to download, install and display the code from our Thropic buttons onto your website and display the software, scripts and other content (e.g., graphics) that we have specifically identified as available for download.
    2. Third-Party Material. Under no circumstances will Thropic be liable in any way for any content or materials of any third parties (including Registered Users or Participating Organizations) for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Thropic does not pre-screen content, but that Thropic, its affiliates, and designees will have the right (but not the obligation) in their sole discretion to refuse, remove, or allow any content that is available via the Services. Without limiting the foregoing, Thropic, its affiliates, or designees will have the right to remove any content that violates these Terms or is deemed by Thropic, in its sole discretion, to be otherwise objectionable.
    3. No License Granted Upon Use. Notwithstanding the provision in Section 3.1, you understand that this Agreement does not grant a license or any other right to access or to use Thropic Services or the services of our Participating Organizations or any other designee or affiliate of Thropic (“Third Party Partner”). Your use of those services remains subject to the terms and conditions of any agreement between you and those partners.
    4. Third Party Resources. Participating Organizations or Third Party Partners may provide or facilitate links, tools, widgets or other features that allow you to access other sites, services and resources provided by third parties (collectively, “Third Party Resources”). Thropic has no control over such Third Party Resources or any products, services or content made available through or by such Third Party Resources, or the business practices of the third parties providing such Third Party Resources, and Thropic is not responsible for and does not endorse such Third Party Resources or the products, services or content made available thereby.
    5. Third Party Agreement. Any dealings you have with third parties found while using the Services are between you and the third party and may be subject to additional terms provided by the third party, which you agree to by using such Third Party Resources, and you agree that Thropic is not liable for any loss or claim that you may have against any such third party.

 

  1. SERVICES DESCRIPTION. Thropic is a digital communication agency, donor management tool and fundraising consultant. The Thropic Services are offered as a platform to users of the Services, which may include Registered Users, Users, Participating Organizations and Donors (each defined above or herein), Thropic registers Participating Organizations with the purpose of providing information about the organizations to Thropic Users. Among other features, the Services are designed to allow Participating Organizations and  Registered Users to create a Thropic Button and organize a Thropic Button Campaign ("Campaign") to the Website to accept monetary donations ("Donations") from those Users wishing to contribute funds to the Campaign ("Donors"). Thropic shall provide tools and information about the requirements for registering as a Participating Organizations.
    1. 4.1.User Services Description. Other registered and unregistered users of the Services (which may include users who simply interact with the Website or Services) (“Users”) are bound to the Terms contained herein.

 

  1. PAYMENTS AND DONATIONS. Although there are no fees to create a Thropic Button, a  5% industry-standard payment-processing fee shall apply to each Donation. Thropic’s Platform and applicable payment processing fees are subject to industry standard payment terms and conditions.
    1. 5.1.Third Party Payment Processor. Thropic uses Third-Party payment Processing Partners to bill, Donors acknowledge that by contributing a Donation to a Participating Organization through Thropic, the Donor is agreeing to any and all applicable terms set forth by our Third Party Processors. In addition to these Terms, Third Party Processors may, in their sole discretion, require underwriting requests. We may exchange such information with such Third Party Processors in order to facilitate the provisions of Services.
    2. 5.2.Donation Systems. Donations may be made through the Website and offline. Donations are made to Thropic in their entirety and not directly to any of the Participating Organizations. 
    3. 5.3.Donor Registration. In order to contribute to a Participating Organization, a Donor will be required to Register with Thropic and provide information regarding its credit card or other payment method (“Payment Method”).
    4. 5.4.Display of Donations; Donor Anonymity. As a Donor, you may or may not have the option to publicly display your Donation for all to see, including but not limited through your Social Media Account. Thropic is not responsible for any information that may or may not be revealed in regard to maintaining user anonymity.
    5. 5.5.Donor Warranty. You, as a Donor, represent and warrant to Thropic that such information is true and that you are authorized to use the applicable Payment Instrument. You agree that a certain minimum Donation amount may apply, and that all Donation payments are final and will not be refunded unless Thropic, in its sole discretion, agrees to issue a refund. You understand and acknowledge as a Donor, you must make the final determination as to the value and appropriateness of contributing to any Participating Organization.
    6. 5.6.Non-refundable Donations. You understand that a donation payment, once charged to a user's credit card or checking account, is final and non-refundable with the exception that Donor can prove the transaction was made through an unauthorized use of their credit card or bank account.
    7. Donations to Thropic. Donors make their donations through Thropic’s PayPal account, cash payment or payment processing system (“Payment Processing System”) and not directly to the Participating Organizations. Thropic, in turn, makes Donations to qualifying Participating Organizations that are recommended by Donors. As a result, any donations that the Participating Organization receives are made by Thropic, not by Donors. Thropic retains exclusive legal control over all donations received by it from Donors and Thropic exercises its discretion in making grants to Participating Organizations.
    8. 5.8.Allocation of Donations. When making a Donation, Donors may request how they wish funds to be allocated to projects listed on the Website. Thropic shall acknowledge such requests of Donors and will use its best efforts to ensure that Donations reach the Participating Organization chosen by the Donor, Thropic retains the  sole discretion regarding the onward distribution of Donations, together with relevant Participating Organizations (so as to ensure appropriate handling and compliance).
    9. No Guarantee of Donation. Thropic does not guarantee that a Participating Organization will obtain a certain amount of Donations or any Donations at all. We do not personally endorse any Participating Organization, and we make no guarantee, explicit or implied, that any information provided through the Services by a user is accurate. We expressly disclaim any liability or responsibility for the success or outcome of any fundraising purpose.
    10. 5.10.Payment Systems. Donations will be identified in your Registered User Profile. You agree to take any actions necessary to authorize us to make such donations and you will not hold us liable if you provide us with inaccurate or incomplete information about your payment system.

 

  1. GENERAL USER WARRANTIES. By accessing, using, donating or registering with the Website you represent, warrant, and irrevocably covenant that:
    1. You have the authority to enter into this Agreement.
    2. Your decision to enter into this agreement and your use of the Website will not violate any applicable law, regulation, or ordinance.
    3. Your decision to enter into this Agreement and your use of the Website will not infringe the rights of any third parties.
    4. You will at all times supply truthful and accurate information to us and you will not misrepresent yourself to the public through your use of the Website.
    5. You will never use the Website, or any services we provide to you, in a manner that violates the law or the legal rights of a third party.
    6. You are at least 13 years of age if you are using the Website and have the consent of a parent or legal guardian if you are under 18 years of age.
    7. You understand and acknowledge that Thropic is not a professional charitable organization, notwithstanding any affiliates that may qualify for 501(c)(3) status, and Participating Organizations may or may not be charitable organizations to which you can make tax-deductible charitable contributions.
    8. You acknowledge that Thropic is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Resources.

 

  1. GENERAL USER COVENANTS.
    1. You further acknowledge and agree that Thropic will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such Third Party Resources.
    2. You understand and acknowledge that the Thropic Services provided through are an administrative platform only. Thropic facilitates the Donation transaction between Participating Organizations, Users and Donors, but is not a party to any agreement between a Participating Organization and a Donor, or between any User or Registered User and a Participating Organization.
    3. You understand and acknowledge that Thropic is not a broker, agent, financial institution, creditor or insurer for any user and has no control over the conduct of, or any information provided by, a Participating Organization, or any other user, and Thropic hereby disclaims all liability in this regard to the fullest extent permitted by applicable law.
    4. You understand and acknowledge that all information and content provided by Thropic through the Services is for informational purposes only, and Thropic does not guarantee the accuracy, completeness, timeliness or reliability of any such information or content. No content is intended to provide financial, legal, tax or other professional advice. Before making any decisions regarding any Participating Organizations, Charities, Donations, Donors, users or any products, services, information or content relating to the Services, you should consult your financial, legal, tax advisers or other professional advisor as appropriate. You acknowledge that all information and content accessed by you using the Services is at your own risk.

 

  1. REGISTERED USER ACCOUNTS.
    1. Accessing and Securing User Account. Your user account will be accessed through an email and password that you will create (your "Account Credentials"). Your Account Credentials are solely for your use. You are responsible for safeguarding the confidentiality of your Account Credentials that you use to access the Thropic Services and you are fully and solely responsible for all activities and actions that occur with your Account Credentials, whether authorized by you or not. Thropic cannot and will not be liable for any loss or damage arising from your failure to follow and comply with the user account and password requirements.
    2. Account Refusal or Cancellation. Thropic can refuse registration of, or cancel, any Registered User account in its sole discretion, at any time. We may terminate your password and/or user account and remove and discard any Content within the Website for any reason, including and without limitation lack of use, or if we believe that you have violated or acted inconsistently with the these Terms.
    3. Public Content. Some of your activity on and through the Services is public, such as content you post publicly on the Website or Services. Additionally, user profile information, including your first and last name, public email address, organization, and other information you enter in connection with your user profile may be displayed to other users to facilitate user interaction within the Services.
      1. Privacy Policy. Please remember that if you choose to provide information using certain public features of the Services, then that information is governed by the privacy settings of those particular features and may be publicly available. Individuals reading such information may use or disclose it to other individuals or entities without our control and without your knowledge, and search engines may index that information. We therefore urge you to think carefully about including any specific information you may deem private in content that you create or information that you submit through the Services.
    4. 8.4.International Use. Thropic is hosted in the United States. If you use the Services from outside of the United States, you acknowledge that you are voluntarily transmitting and transferring information (potentially including personally-identifiable information) and Content to the United States. Thropic’s receiving, use, storage and sharing of your information and Content is subject to the laws of the United States and the EU GDPR. Additionally, you will comply with all United States laws, rules and regulations applicable to the export of products, services, software and technical data regardless of the jurisdiction in which you are located.
    5. 8.5.Payment Card Industry Data Security Standard. As a service provider, Thropic is not compliant under The Payment Card Industry Data Security Standard (PCI DSS). However, Thropic will use its best efforts to maintain all applicable requirements to process, transmit, store and process cardholder data.   
    6. Right to Remove Content and Users. Thropic has the right, but not the obligation, to remove or block Content from the Website that it determines in its sole discretion to be in violation of these Terms and Conditions, to be unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable, that violates any party's intellectual property or that is detrimental to the quality or intended spirit of the Thropic Service. Thropic also has the right, but not the obligation, to limit or revoke the user privileges of the account of anyone who posts such Content or engages in such behavior.

 

  1. TAXES. It is your responsibility to determine what, if any, taxes apply to the Donations you receive through your use of the Services. It is solely your responsibility to assess, collect, report or remit the correct tax, if any, to the appropriate tax authority.

 

  1. INDEMNITY AND RELEASE. You agree to release, indemnify on demand and hold Thropic and its affiliates and their officers, employees, directors and agents harmless from any from any and all losses, damages, expenses, including reasonable attorneys' fees, costs, awards, fines, damages, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Services, any Donation or Campaign, any Content, your connection to the Services, your violation of these Terms or your violation of any rights of another.

 

 

  1. DISCLAIMER OF WARRANTIES.
    1. 11.1.YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THROPIC AND ITS AFFILIATES EXPRESSLY DISCLAIM AND EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
    2. 11.2.THROPIC AND ITS AFFILIATES MAKE NO WARRANTY OR CONDITION THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU OR DONATION MADE BY YOU THROUGH THE WEBSITE OR SERVICE WILL MEET YOUR EXPECTATIONS.
  2. LIMITATION OF LIABILITY.
    1. 12.1.YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THROPIC NOR ITS AFFILIATES WILL BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, (B) DAMAGES FOR LOSS OF PROFITS, (C) DAMAGES FOR LOSS OF GOODWILL, (D) DAMAGES FOR LOSS OF USE, (E) LOSS OR CORRUPTION OF DATA, OR (F) OTHER INTANGIBLE LOSSES (EVEN IF THROPIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) ANY PROMOTIONS AND RELATED PRIZES OR REWARDS MADE AVAILABLE THROUGH THE SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THROPIC TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES (INCLUDING CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE) OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THROPIC IN THE LAST SIX (6) MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
      1. You agree that you are solely responsible for your interactions with any other user in connection with the Services and Thropic will have no liability or responsibility with respect thereto. Thropic reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.

 

  1. TERM AND TERMINATION. You agree that Thropic, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services under reasonable circumstances, including, without limitation, for lack of use or if Thropic believes that you have violated, breached this Agreement or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Services, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Services under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Thropic may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services where such deactivation or deletion is permitted under these Terms of Service. Further, you agree that Thropic will not be liable to you or any third party for any termination of your access to the Services.

 

  1. DISPUTES.
    1. 14.1.Arbitration. Waiver of Trial by Jury. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US OR ANY OF OUR OFFICERS, DIRECTORS OR EMPLOYEES ACTING IN THEIR CAPACITY AS SUCH (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF SERVICE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE JAMS, INC. (“JAMS”) RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT WE OR YOU MAY SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ANY STATE OR FEDERAL COURT HAVING JURISDICTION TO GRANT IT IN THE EVENT OF AN ACTUAL OR THREATENED INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.
    2. 14.2.Small Claims Court; Class Action Waiver. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING WITHOUT LIMITATION ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.

 

  1. MISCELLANEOUS.
    1. 15.1.Entire Agreement. This Agreement, together with any other documents incorporated herein by reference (including, without limitation, the Privacy Policy, Donation Delivery Policy and Participating Organization Agreement), constitutes the entire Agreements between you, Thropic and any Third Party and this Agreement supersedes all previous negotiations, understandings and agreements.
    2. 15.2.No Partnership Created. You acknowledge that nothing in this agreement creates a partnership, joint venture or employer-employee relationship, and neither party is acting as an agent of the other party. For purposes of clarity, neither party has any authority to make any commitments on behalf of the other party or to purport to bind the other party in any manner or to any extent.
    3. 15.3.Notice. Thropic may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Thropic by written communication to Thropic’s address at 85 Seaport Boulevard, Boston, MA 02210.
    4. 15.4.Right to Amend. Thropic reserves the right to amend this agreement at any time by posting amended terms on Thropic’s website. Thropic will send a message to the email address in your Nonprofit Profile alerting you.
    5. 15.5.Severability. Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect, and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
    6. 15.6.Dispute Section. If any of the prohibitions against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Disputes section will be null and void. This Disputes section, including without limitation the arbitration agreement and class action waivers contained herein, will survive the termination of your relationship with us. The failure of Thropic to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and be enforceable.
    7. 15.7.Governing Laws. This Agreement shall be governed under the laws of the Delaware.
    8. 15.8.Assignment and Binding Effect. You may not assign this agreement without Thropic prior written consent; any attempted assignment in violation of the foregoing will be null and void. We may assign this agreement to any third party without your consent or Thropic Affiliate. All the terms and provisions of this Agreement shall be binding upon successors, shall inure to the benefit of, and shall be enforceable by the respective successors and permitted assigns of Thropic.
    9. 15.9.Arbitration. Any dispute between you and Thropic which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, Arbitration shall be held in Massachusetts and governed under the rules of the American Arbitration Association, or any comparable entity of dispute resolution that Thropic may subsequently agree upon in writing.
    10. 15.10.Entire Agreement. Thropic intends for this document to be a complete integration of the agreement between you and Thropic. It is the complete and final agreement. As such, this writing supersedes and displaces any other earlier or contemporaneous written or oral agreements, negotiations, or statements purporting to deal with the subject matter of this Agreement.
    11. 15.11.Survival.  These Terms and Conditions will remain in full force and effect while you use the Thropic Services. Those terms that can continue to operate after you stop using the Thropic Service (including without limitation your Content license to Thropic), will survive after you stop using the Thropic Service. You agree to indemnify and hold Thropic, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any Third Party due to or arising out of (i) your actions in using the Thropic Service, (ii) a claim that you, or any Third Party using your User Account, infringed any intellectual property or other right of any person or organization using the Thropic Service, or (iii) the violation of these Terms and Conditions by you, or any third party using your User Account.

 

Terms & Conditions Privacy Policy Participating Organization Agreement