TERMS OF USE AGREEMENT
Last Updated: January 12, 2022
The Throdle websites and mobile applications are owned and operated by Throdle, Inc. ("Throdle", “we”, “us” and “our”). Such websites and mobile applications consist of Throdle information, services and proprietary content, links, search capabilities and other Internet resources provided by Throdle, affiliates of Throdle and third parties. This Terms of Use Agreement ("Agreement") applies to all Throdle activities, including, but not limited to our brands' websites, and all other websites, mobile sites, services, applications, platforms and tools where this Agreement appears or is linked (collectively, our "Site").
This Agreement hereby incorporates by this reference our Privacy Policy and any additional updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Policy as “Additional Terms”). Except as otherwise indicated, any reference herein to the “Agreement” shall include the Privacy Policy and Additional Terms. In the event of any inconsistency or conflict between this Agreement and Privacy Policy and/or any Additional Terms, the following order of precedence shall control: (a) this Agreement; (b) the Privacy Policy; and (c) any Additional Terms.
Consent to this Agreement.
BY CREATING AN ACCOUNT, PROVIDING INFORMATION TO US (BY ANY MEANS, WHETHER IN CORRESPONDENCE, VIA OUR SITE, OR OTHERWISE), SIGNING THIS AGREEMENT, OR CONTINUING TO USE OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. YOU “SIGN” AND ACCEPT THIS AGREEMENT BY CLICKING “I AGREE” ON THE ACCOUNT CREATION SCREEN OR SIGNING AN APPLICABLE SEPARATE LEGAL AGREEMENT THAT SPECIFICALLY REFERENCES THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THIS AGREEMENT OR OUR PRACTICES, YOU MAY NOT USE OUR SERVICES. THIS AGREEMENT MAY CHANGE FROM TIME TO TIME AND YOUR CONTINUED USE OF OUR SERVICES CONSTITUTES YOUR ACCEPTANCE OF THOSE CHANGES. WE ENCOURAGE YOU TO REVIEW THIS AGREEMENT PERIODICALLY.
If you are accessing or using the Site on behalf of a business, you represent and warrant to Throdle that you have authority to accept this Agreement on behalf of that business and that that business agrees to this Agreement.
2. Children and our Site.
Our Site and services are not directed to children, and you may not use our services if you are under the age of 13. If you are under 13, or the age of consent in your country, do not use our Site or provide any information about yourself. By accessing or using the Site, you represent and warrant that you are at least 13 years of age and you agree to be bound by this Agreement. IF YOU ARE UNDER THE AGE OF CONSENT WHERE YOU LIVE OR IF YOU ARE UNDER THIRTEEN (13) YEARS OF AGE, YOU MAY NOT ACCESS THE SITE. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SITE.
3. Changes.
Throdle may change this Agreement at any time and from time to time by notifying you of such changes by any reasonable means, including by email or posting a revised Agreement on the Site. These changes will be effective immediately and incorporated into this Agreement upon our publishing them to the Site, and we will update the effective date of this Agreement. The “Last Updated” legend above indicates when this Agreement was last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
You are responsible for reviewing this Agreement each time you use or access the Site. Your continued use of the Site or the services following such notice will be deemed to conclusively indicate your acceptance of any and all such changes.
4. User Accounts.
To access certain features of the Site, you may be required to create a user account (“Account”). You will promptly update all Account information to keep it true, accurate, and complete. You will be responsible for all activities that occur under your Account, username, and password and therefore you agree to keep your password confidential. You agree to notify us immediately of any unauthorized use of your username or password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your username and/or password if we believe that your Account is no longer secure. You will not: (a) provide any false information as part of your Account information; (b) create an Account for anyone other than yourself; (c) create or use more than one Account at any given time; (d) transfer your Account to anyone else; (e) permit others to use your Account; or (f) use or access other persons’ Accounts. You agree that we shall not be responsible for any losses incurred in connection with any misuse of or failure to secure passwords, nor shall we have any responsibility whatsoever for your failure to comply with this Section.
5. We May Discontinue the Site at any time.
This Agreement is effective until terminated. We may, at any time and without liability, (1) modify, suspend, terminate, or discontinue, temporarily or permanently, this Agreement, the Site the services (including access to the Site via any third-party links), and any usernames on the Site, at any time and with or without notice to you for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement; (2) charge, modify or waive any fees required to use the services; or (3) offer opportunities to some or all users. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. We may refuse or restrict anyone from access to the Site or the services at any time.
Upon any such termination or suspension, your right to use the Site will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Any provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive the termination or expiration of this Agreement and continue in full force and effect thereafter.
6. Information Submitted Through the Site.
You may post or submit content, which includes anything you post using our Site (like names, profile pictures, comments, photos videos, usernames, etc.) and materials which may contain information that personally identifies you or someone else, to the Site or send direct mail or other communications to us (each a “Submission”).
Your Submission is governed by our Privacy Policy. You represent and warrant that any information you provide in connection with the Site or services is and will remain accurate and complete, and that you will maintain and update such information as needed.
You represent and warrant that (1) you have sufficient right, title, interest in and to, your Submissions and Feedback and have obtained all necessary written authorization, consents, and permissions as may be required for compliance with applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like, including privacy laws, governing the privacy and security of personal information, to enable you to provide your Submissions and Feedback to Throdle for our intended use in accordance with the terms of this Agreement and (2) that your Submission will not infringe, misappropriate, or violate any third-party rights (including any Intellectual Property Rights). For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights. You are solely responsible for your Submission. You must always get written permission from all persons named, identified, referred or alluded to, either explicitly or implicitly, in such your Submission and, if required, provide us with such written permission upon our request.
Except with respect to our service providers in their provision of services to us in connection with the Site, we have no control over and are not responsible for any use or misuse (including any distribution) by any third party of your Submission. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.
7. License and Ownership.
We don’t make any claim to your Submissions. As between you and Throdle, you have and retain exclusive ownership of all your personal information and all intellectual property and proprietary rights in your Submissions. Throdle may use and disclose your personal information to perform our obligations under this Agreement and in accordance with our Privacy Policy. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze and exploit such Submission, in any format or media now known or hereafter developed, to provide you the Site or any services requested by you through the Site, and for any other purpose in connection with our operation of the Site.
You may provide us any suggestions, ideas, proposals, comments, feedback or other information (“Feedback”), whether related to the Site our services or otherwise and you acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.
You also acknowledge and agree that Throdle may de-identify or aggregate your data or personal information for our general business purposes, including to enhance the Site, and we have and retain exclusive and valid ownership of such de-identified or aggregated data and all statistical information regarding your use of the Site and other statistical information that reasonably cannot be used to identify you, any employee or individual independent contractor of yours (“De-Identifiable Data”).
You hereby assign to Throdle any and all right, title, and interest in and to any such Feedback and De-Identified Data; provided, however, that to the extent that any portion of the foregoing or proprietary rights in or based upon the foregoing is not assigned or assignable to Throdle pursuant to this paragraph, you grant to Throdle without any warranties whatsoever (all of which, express or implied, are disclaimed) a perpetual, irrevocable, worldwide, royalty-free, non- exclusive, transferable license to use, adapt, translate, create derivative works from, perform, display, make, have made, import, disclose, exploit, sublicense, and exercise the foregoing in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding any Feedback that you may have under any applicable law under any legal theory. You acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place us under any fiduciary or other obligation.
All content and materials on the Site, excluding your Submissions but including, without limitation, all legal notices, credits, copyright, trademarks, trade names, logos, color schemes, service marks, slogans, other proprietary notices, and similar means of identifying products or services displayed on the Site (collectively, the “Marks”), button icons, images, videos, audio clips, and software, copyrights, patents and other intellectual property rights included in the Site, are our property or our licensors’ and are protected by United States and international copyright, patent, trademarks, and other proprietary rights and intellectual property rights laws. The name "Throdle" and other Throdle marks, logos, designs, and phrases that we use in connection with our Site are trademarks, service marks, or trade dress of Throdle in the U.S. and other countries. They may not be used without the express written prior permission of Throdle. Subject to terms and conditions of this Agreement, Throdle grants to you a non-exclusive, non-transferable (except as otherwise provided herein) license for you to access and use the Site.
All rights not expressly granted under this Agreement are expressly reserved to us. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner. If you believe your rights under applicable copyright laws are being infringed, you may notify us in accordance with the instructions set forth in the “Copyright Infringement Claims” section below.
8. Your Responsibilities and Restrictions.
You represent, warrant, and agree that
you will comply with all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like, including privacy laws and intellectual property laws. This obligation includes your agreement to comply with all applicable laws, regulations, and rules relating to the export of technical and other data from the United States (and from your country if you are not located in the United States) and your agreement not to export or re-export any such data or any other content or materials in violation of such laws, rules or regulations without first obtaining all necessary licenses, consents and approvals therefor, as well as authorization from us; and
you will use the Site for only good faith transactions for your own purposes and not on behalf of third parties.
As a condition to your use of the Site, you agree not to (nor shall you authorize or assist any person to do, any of the following):
use the Site for any purpose or in any manner not specifically authorized by this Agreement;
post inappropriate, pornographic, inaccurate, illegal, or objectionable content or use the Site to do or promote anything that is unlawful, illegal, misleading, tortious, defamatory, or libelous including offering or disseminating fraudulent goods, services, schemes, or promotions, make-money-fast schemes, ponzi and pyramid schemes, phishing, securities, currencies, or pharming;
use the Site from a country sanctioned by the government of the United States;
use the Site to participate in fundraising for a business, protocol, or platform;
attempt to gain unauthorized access to information, accounts, computer systems or networks retained on or connected to any server hosting the Site through hacking, password mining or any other means;
bully, use hate speech, abuse, harass or advocate harassment or abuse of another user or person, including via any message boards or other applications;
interfere with any third party's use and enjoyment of the Site;
distribute, publish, send, or facilitate the sending of unsolicited mass e-mail or other messages, promotions, advertising, or solicitations (like “spam”), including commercial advertising and informational announcements;
collect replies to messages sent from another internet service provider if those messages violate this Agreement or the acceptable use policy of that provider;
use or access the Site in a manner that could damage, disable, overburden, or impair the server hosting the Site or the networks connected to any server hosting the Sites; and
remove, erase, or tamper with any Marks displayed, printed or stamped on, affixed to, or encoded or recorded on the Site, or use a proxy, reverse proxy, or any other such mechanism that is intended to, or has the effect of, obscuring any of the foregoing or confusing an individual as to Throdle’s rights in the Site.
We may make chat rooms, forums, message boards, and/or news groups available to our users. Please note that any information that is disclosed in these areas becomes public information and you should exercise caution when deciding to disclose your Personal Information.
We reserve the right to add or remove prohibited activities at our sole discretion. If you violate any guideline listed above, any other user guidelines provided by the Site, or any term of this Agreement, or Throdle believes that any of your conduct or Submissions are offensive or illegal, violates the rights of, harms, or threatens to harm third parties, or may create liability for Throdle or third parties, Throdle reserves the right (but is not obligated) to investigate and take appropriate legal action in its sole discretion, including removing content, notifying the appropriate authorities regarding the source of such content, cooperating with law enforcement authorities in prosecuting users who have participated in such violations, barring you from accessing the Site, and terminating your Account. Without limiting our rights and your limitations under this Agreement, if you use, or attempt to use the Site, the Marks or our copyrighted materials for any purposes other than its intended purposes (including without limitation by tampering, hacking, modifying or otherwise corrupting the security or functionality of the Site), you may also be subject to civil and criminal liability.
You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet. You agree that it is your responsibility, and not ours, to obtain and use third party software products that support encryption and other security protocols compatible with such protocols (if any) that may be used by us from time to time in connection with the Site.
9. Monitoring.
We may (but have no obligation to) monitor, evaluate, filter, alter or remove Submissions before or after they are on the Site. We may (but have no obligation to) analyze your access to or use of the Site. We may disclose information regarding Submissions and your access to and use of the Site, and the circumstances surrounding such access and use, to anyone for any reason or purpose.
10. Copyright Infringement Claims.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Services infringe your copyright, you (or your agent) may send to us a written notice by mail, e-mail or fax, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices with respect to copyright infringement claims must be sent in writing to Data Officer as follows: By mail to 215 W Michigan Ave Ypsilanti, MI 48197; or by e-mail to info@throdle.com.
WE CAUTION YOU THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS FEES INCURRED BY US, BY ANY COPYRIGHT OWNER, OR OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
11. Use and Access Outside the United States
The Site is hosted in the United States and back up servers may be located outside of the United States. If you visit from the European Union or other foreign jurisdictions, please note that (i) we make no representations or warranties that the information, products or services contained in the Site are appropriate for use or access or is available in other jurisdictions; and (ii) these jurisdictions have laws governing data collection and use that may differ from your country’s applicable privacy laws. You should be aware that if you transfer personal information to us through the Site, you are transferring such information to the United States and the United States does not have the same data protection laws as the European Union and some other regions. By providing personal information to us, you consent to the transfer of it to the United States and the use of it in accordance with the Privacy Policy.
The following persons are prohibited from using the Site (each, a “Prohibited User”): (a) a person who appear on the United States Department of the Treasury, Office of Foreign Assets Control (OFAC), Specially Designated Nationals List (SDN), United States Commerce Department’s Denied Persons or other similar lists; (b) a person who are nationals or residents of Cuba, Iran, North Korea, Sudan, Syria or any other country, territory, or other jurisdiction that is embargoed by Canada or the United States; (c) a person who is less than 13 years of age; (d) a person who is not a resident of and located in an approved region; (e) a person, or their affiliates, who have been subject to an Account termination for cause; (f) a person who, directly or indirectly, uses, employs, operates or creates a computer program to simulate the human behavior of a user (“Bots”). We reserve the right to add or remove approved regions at our sole discretion.
You are prohibited from accessing or using the Site in, from or through a location where your use of the Site would violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, nor will you use the Site while located in any such jurisdiction.
The Site is not available in all jurisdictions. We prohibit the use of the Site in certain jurisdictions, which jurisdictions may vary at our sole discretion. We may implement controls to restrict access to the Site from any jurisdiction from which use of the Site is prohibited. You shall comply with such restrictions, even if the methods imposed by us to prevent the use of the Site are not effective or can be bypassed.
12. Third Party Materials; Links.
Certain Site functionality may make available access to information, products, services and other materials made available by third parties, including Submissions (“Third Party Materials”), allow for the routing or transmission of such Third Party Materials, including via links through the Site, or offer links to third party websites (“External Links”). By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials or External Link.
These Third Party Materials and External Links are provided solely as a convenience to you. This is not as an endorsement by us of any Third Party Materials or content that may be offered on such External Links, this does it imply our affiliation with, any provider of such Third Party Materials or External Links, and the availability of such Third Party Materials and External Links does not create any legal relationship between you and any such provider. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Materials, or any intellectual property rights therein. Certain Third Party Materials may, among other things, be inaccurate, misleading or deceptive. The content of such External Sites is developed and provided by others.
Nothing in this Agreement will be deemed to be a representation or warranty by us with respect to any Third Party Materials or External Links. We have no obligation to monitor Third Party Materials or External Links, and we may block or disable access to any Third Party Materials or External Links (in whole or part) through the Site at any time.
YOUR USE OF THIRD PARTY MATERIALS AND EXTERNAL LINKS IS AT YOUR OWN RISK AND IS SUBJECT TO ANY ADDITIONAL TERMS, CONDITIONS AND POLICIES APPLICABLE TO SUCH THIRD PARTY MATERIALS AND EXTERNAL LINKS (SUCH AS TERMS OF SERVICE OR PRIVACY POLICIES OF THE PROVIDERS OF SUCH THIRD PARTY MATERIALS AND EXTERNAL LINKS). Please review carefully the External Sites policies and practices and make sure you understand them before you engage in any transaction. You should contact the site administrator for those External Sites if you have any complaints, claims, concerns or questions regarding such Third Party Materials or any content located on such External Sites.
13. DISCLAIMER OF WARRANTIES.
While we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site are or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at info@throdle.com with a description of such alteration.
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE OPERATION OF THE SITE OR THE INFORMATION CONTAINED ON THE SITE. WE DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OF TITLE, NONINFRINGEMENT, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUSES.
WE DO NOT WARRANT THAT THE SITE WILL BE AVAILABLE OR OPERATE IN AN UNINTERRUPTED, DELAY OR ERROR-FREE MANNER (INCLUDING, WITHOUT LIMITATION, ANY ERRORS, DELAY OR INTERRUPTIONS DUE TO PROBLEMS WITH COMMUNICATION LINES OR SYSTEMS, ACTS OF GOD OR FAILURE OF A TELECOMMUNICATIONS SERVICE PROVIDER TO PROVIDE CONNECTIVITY), OR THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES. IN ADDITION, WE DO NOT WARRANT THAT INFORMATION AVAILABLE ON OR THROUGH THE SITE ARE APPROPRIATE, ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION, AND ACCESSING THEM FROM JURISDICTIONS WHERE THEIR CONTENTS ARE ILLEGAL IS EXPRESSLY PROHIBITED. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO PORTIONS OF THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE.
14. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, PARTNERS, SUCCESSORS, ASSIGNEES, FRANCHISOR, LICENSEES, CO-BRANDING PARTNERS, AGENTS, VENDORS, CONTRACTORS AND SUPPLIERS (COLLECTIVELY, “INDEMNIFIED PARTIES”) WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON UNDER ANY CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SERVICES OR ANY ASPECT OF THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES).
TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY ($250) US DOLLARS. THESE LIMITATIONS OF LIABILITY SHALL APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE OR THE SERVICES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
15. Indemnity.
To the fullest extent permitted under applicable law, you agree to indemnify, hold harmless, and, at our request, to defend the Indemnified Parties, and their respective successors and assigns, from and against any and all claims, demands, causes of actions, debt, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) to the extent that such action is based on, arises out of , or relates to (a) your use of (or inability to use), or activities in connection with any aspect of the Site (including all Submissions); (b) any violation or alleged violation of this Agreement by you; or (c) any other activities of yours accomplished using the Site.
16. WAIVER.
Meeting in-person, offline, comes with inherent risks. If you choose to meet another user in-person, please take the same common sense precautions online as you would offline.
When meeting someone for the first time, please remember to:
Insist on a public meeting place like a cafe, bank, or shopping center.
Do not meet in a secluded place, or invite strangers into your home.
Tell a friend or family member where you're going and who you are meeting with.
Take your cell phone along if you have one.
Consider having a friend accompany you.
Trust your instincts.
If you choose to meet another user in-person, you acknowledge and understand the following:
Throdle does not recommend, nor does Throdle endorse, any in person meetings between users of our Site that are illegal in nature or encourage or promote illegal activities;
Participation in person meetings includes possible exposure to inherent risks, including but not limited those which may be related to illness from infectious diseases such as COVID-19. While particular rules and personal discipline may reduce this risk, the risk of serious illness and death does exist; and
I hereby knowingly assume the risk of injury, harm, damage, and loss associated with any in-person meeting arranged using the Site, including any injury, harm, damage and loss caused by the negligence, fault or conduct of any kind on the part of the Indemnified Parties.
17. Governing Law and Jurisdiction.
The Site is controlled by us from within the State of Michigan. By creating an Account or by accessing or using the Site, you and we each agree that the substantive laws of the State of Michigan will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Site, and that such laws will apply without regard to principles of conflict of laws. You and we agree and hereby submit to the exclusive jurisdiction and venue of the Circuit Court of the County of Washtenaw, Michigan, or the U.S. District Court for the Eastern District of Michigan, Southern Division with respect to such matters. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Site must be filed or otherwise commenced within one (1) year after such claim or cause of action arose or be forever barred.
18. Contact Us.
If you have a question or complaint regarding the Site or this Agreement, please contact us by e-mail to info@throdle.com and we will respond during our support hours of 8:30 am - 5:30 pm EST. You may also contact us in writing by mail at 215 W Michigan Ave, Ypsilanti, MI 48197. Please note that e-mail and chat communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
19. Miscellaneous.
Nothing contained herein shall be deemed to create any agency, partnership, joint venture, or other relationship between the parties or any of their affiliates, and neither party shall have the right, power, or authority under this Agreement to create any duty or obligation on behalf of the other party. This Agreement constitutes the entire agreement between you and Throdle and governs your use of the Site, superseding any prior agreements between you and Throdle (including, but not limited to, any prior versions of the Agreement) and any prior representations by Throdle. Neither the course of conduct between the parties nor trade practices shall act to modify this Agreement. The failure of Throdle to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. The section titles in this Agreement are for convenience only and have no legal or contractual or legal effect. Unless the context otherwise requires, (i) references to any party to this Agreement include references to such party’s successors and permitted assigns, (ii) references to “person” include references to any individual, corporation, limited liability Throdle, partnership, Throdle, firm, association, joint venture, trust, governmental body, or other entity, (iii) any of the terms defined herein may be used in the singular or the plural depending on the reference, (iv) a masculine, feminine, or neuter pronoun includes the other genders as appropriate in the context, and (v) the term “including” means “including without limitation” unless otherwise expressly indicated in a given instance.
Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for any failure to fulfill any obligation due to any cause beyond our control.