Terms of Service

Thanks Collective Terms and Conditions

Effective Date: 2020/05/19 


Welcome to Thanks Collective!


Thanks Collective (“Thanks Collective”, “us”, “we” or “our”) consists of online services, websites located at thankscollective.com, including subdomains (collectively, the “Service”) that are provided to you by Adventure Soup Inc. (“Adventure Soup”).


Use of Thanks Collective is governed by these Terms and Conditions and a Privacy Policy detailing how Adventure Soup uses information it collects. You must agree to the Terms and Conditions and Privacy Policy in order to use Thanks Collective.


BY CLICKING “I AGREE” OR BY USING THANKS COLLECTIVE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS AND PRIVACY POLICY.


IF YOU ARE USING THANKS COLLECTIVE ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE ORGANIZATION TO THE TERMS AND CONDITIONS AND PRIVACY POLICY AND ARE AGREEING ON BEHALF OF THAT ORGANIZATION. WHERE YOU ARE USING THANKS COLLECTIVE ON BEHALF OF AN ORGANIZATION, “YOU” REFERS TO THAT ORGANIZATION.


1. UPDATES


1.1 Updates to Terms and Conditions.


Adventure Soup reserves the right, in its sole discretion, to change or add or remove portions of the Terms and Conditions at any time (“Updates”). Adventure Soup shall notify you of Updates by email, if you provided an email address, and to make them available at thankscollective.com. You are deemed to accept any Update by continuing to use the Service. Unless Adventure Soup states otherwise, Updates are automatically effective 30 days after posting on thankscollective.com


1.2 Disagreement with Terms and Conditions or Privacy Policy.


If at any time you disagree with the then-current Terms and Conditions or Privacy Policy, you must immediately stop use of Thanks Collective and notify Adventure Soup of your intention to terminate by emailing help@thankscollective.com.


2. SERVICE TERMS


2.1 Service Subscription.


The Service includes, but is not limited to, an online system to transfer payment to people that serve you in your community as a small thank you for their work. Except as otherwise provided in the Terms and Conditions, Adventure Soup grants you a non-exclusive, non-sublicensable, non-assignable, revocable, limited subscription to use the Service through the Thanks Collective website (collectively, “Subscription”). You acknowledge that no title or ownership interest in the Service or Subscription is transferred or assigned to you and that the Terms and Conditions is not a sale of any right to the Service or Subscription.


2.2 Using Thanks Collective.


Thanks Collective may require hardware including, but not limited to, a computer or mobile device and an Internet connection. You agree to provide all hardware and the Internet connection required to use Thanks Collective and to pay all fees incurred by you when accessing Thanks Collective through an Internet connection.


2.3 Information Collection.


Using Thanks Collective ask you to provide Adventure Soup with personal and anonymous information that is collected and used in accordance with Thanks Collective’s Privacy Policy. You agree to provide accurate and complete personal information to Adventure Soup and to update this information if it changes. The Privacy Policy is available at thankscollective.com/privacy-policy.


3. SALES, COMMISSION AND REMITTANCE


3.1 Payments.


Thanks Collective allows you to send money to people in your community that serve you. The recommended payments are only a suggestion and you can customize how much you would like to give someone at any time. If you accept any payment from Thanks Collective through your own point of sale system, Adventure Soup charges you a transaction fee (the “Transaction Fee”) or, if Adventure Soup collects payment on your behalf, a commission, which is calculated as a percentage of each transaction (the “Commission”). Adventure Soup uses third party software and services (such as Stripe) to collect the Transaction Fee and Commission and remit Proceeds (as defined below), which may require you to maintain an active account with such third party or to provide additional information in order to receive funds paid to you. Adventure Soup is not liable to you for the actions of any third party we engage to collect and remit the Transaction Fee and Commission. The Transaction Fee and Commission are detailed at thankscollective.com.


3.2 Processing of Sales and Commission.


You acknowledge and agree that Adventure Soup shall, on your behalf, facilitate sales made through Thanks Collective by charging your customers for purchases, deducting processing fees, refunds, returns and chargebacks and associated fees and other charges and our Commission and remitting the remainder to you (“Proceeds”). Proceeds are remitted within a reasonable time frame following the transaction in question. You acknowledge and agree that you have no right to, and shall not request, an audit or otherwise review or challenge any calculation or remittance of Proceeds.


3.3 Returns and Chargebacks.


You acknowledge and agree that Adventure Soup has sole discretion to determine whether to issue any refund and to dispute chargebacks on your behalf concerning sales made through Thanks Collective and to decline a transaction made through Thanks Collective based on a fraud likelihood analysis.


3.4 Tax.


You are solely responsible for charging, collecting and remitting taxes on all sales you make through Thanks Collective. You shall indemnify, defend and hold Adventure Soup harmless from any liability for, or assessment of, any claims or penalties with respect to such taxes, including any liability for, or assessment of, withholding taxes imposed on Adventure Soup by the relevant taxing authorities with respect to any Proceeds paid to you.


4. SUBSCRIPTION FEATURES AND SUPPORT


4.1 Features.


Thanks Collective features available to you are subject to change at any time, on one or more occasions, at Adventure Soup’s sole discretion without notice or compensation to you. Notwithstanding the foregoing, Adventure Soup shall notify you of any change to the Transaction Fee and Commission through an email or Service notification, such changes taking effect immediately in the case of a reduction in the Transaction Fee and/or Commission and, in the case of an increase, 30 days from the date of notice. The current Transaction Fee, Commission and related terms are detailed at thankscollective.com.


4.2 Support.


Adventure Soup may provide you and your customers with Thanks Collective technical and customer support on such terms as set forth at thankscollective.com (“Support”). Support terms are subject to change at any time in Adventure Soup’s sole discretion without notice or compensation to you.


5. TERM, TERMINATION AND SUSPENSION


5.1 Term.


The Subscription is granted to you in the Terms and Conditions terminates upon the earliest of:


a. Adventure Soup’s termination of the Terms and Conditions and/or Subscription, which may occur without notice or reason;


b. your termination of the Subscription by notifying Adventure Soup at help@thankscollective.com; or


c. your non-compliance with the Terms and Conditions or Code of Conduct (as defined herein).


5.2 Suspension.


Adventure Soup may suspend your Subscription at any time without notice or compensation to you for any reason including, but not limited to, violation of the Terms and Conditions and whether a suspension is lifted is at Adventure Soup’s sole discretion.


5.3 Termination.


Upon termination you are not entitled to a refund of any kind. You shall pay any outstanding amounts, taxes, duties and charges as of the date of termination. You are not entitled to Proceeds upon termination unless your Subscription was terminated pursuant to section 5.1(b). Upon termination you shall not be permitted to access Thanks Collective. Notwithstanding the foregoing, where your Subscription is terminated, Adventure Soup may choose, in its sole discretion, to delete all information associated to you held by us.


5.4 Code of Conduct.


The following Code of Conduct applies to your use of Thanks Collective. You agree to not, and not encourage others to:

a. use the Service in any manner disapproved of by Thanks Collective in writing;


b. infringe or violate the right of any third party including but not limited to: (1) contractual rights; (2) copyright, patent, trademark or trade secret rights; (3) privacy rights; (4) publicity rights; or (5) the terms of any confidentiality agreement;


c. attempt to gain, or gain, unauthorized access to the Service;


d. use the Service to transmit any data that contains, or redirects to, any virus or other harmful data;


e. encumber, sell or license Thanks Collective, including a Subscription, in any way;


f. copy, damage, decompile, disassemble, impair, modify or reverse engineer Thanks Collective or otherwise attempt to derive its source code or meta data files; or


g. encourage or engage in illegal activities.


6. THIRD PARTY SOFTWARE AND SERVICES


Thanks Collective incorporates software and services provided or licensed to Adventure Soup by third parties (“Third Party Technology”). The Terms and Conditions do not grant you any license, right, title or other interest in Third Party Technology. Use of Third Party Technology may require you to enter into agreements between you and a third party. You shall review, and determine whether to agree to, any Third Party Technology agreement.


7. OWNERSHIP


7.1 Adventure Soup’s Ownership Rights.


Adventure Soup retains all right, title and interest in Thanks Collective including, but not limited to, all copyrights, patents, trademarks, trade secrets, industrial designs, utility models and any other rights recognized pursuant to the laws of any country or jurisdiction, whether or not protected by law. Without limiting the foregoing, Adventure Soup hereby retains all rights not expressly granted in the Terms and Conditions.


7.2 Ownership of User Content.


User content includes any content that you or other users, such as your employees, contractors or customers, create, enter, upload or transfer using Thanks Collective or in conjunction with Third Party Technology and including, but not limited to, comments made anywhere on the Thank Collective websites (“User Content”). By providing User Content you represent and warrant that you have all consents, licenses and rights necessary to provide and license the User Content and you hereby grant Adventure Soup an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums and for all purposes without attribution, notice, permission, royalty or payment to you or any third party.


7.3 Important Notice Regarding Privacy, Intellectual Property and User Content.


Thanks Collective permits you, your employees, contractors or your customers directly, to enter personal information on the Service. For example, you may provide information to us about a certain person working at your local grocery store that served you. You represent and warrant that a legally enforceable waiver or other agreement is in place that permits use of each person’s information consistent with the Terms and Conditions and Privacy Policy and the collection and distribution of their personal information online through Thanks Collective and that complies with applicable law in your jurisdiction. You further represent and warrant that appropriate procedures are in place to ensure that such agreement is signed by each person, or the parent/guardian of a person under the age of consent in your jurisdiction, as applicable, prior to the collection of any personal information that you share with us. We strongly recommend that you speak with legal counsel to ensure that the agreement complies with all applicable laws, for example, privacy laws and the Children’s Online Privacy Protection Act.


7.4 Notice of Copyright Infringement.


If you are a U.S. copyright owner, Adventure Soup will respond to notices alleging copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”).


You must provide the following information in writing in your DMCA notice:


1. identify the copyrighted work you claim infringed;


2. identify the material claimed infringing and where it is located;


3. provide reasonably sufficient information to allow us to contact you, such as your address, phone number and e-mail address;


4. provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or law;


5. provide a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner; and


6. provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner.


Adventure Soup may provide you notice if your communication, post, submission or upload was removed as a result of Adventure Soup receiving a DMCA notice from its copyright owner. If you receive notice from Adventure Soup, you may provide a counter-notification in writing to Adventure Soup’s designated DMCA Agent though the means provided below.

DMCA notices can be sent to Adventure Soup’s designated DMCA Agent by email or mail:


By email: DMCA@ThanksCollective.com


By mail: Adventure Soup Inc.


ATTN: DMCA Agent

1003-305 King St W

Kitchener, ON, Canada

N2G 1B9


8. DISCLAIMER


THANKS COLLECTIVE IS PROVIDED TO YOU “AS IS” AND ADVENTURE SOUP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS TO THE EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE FOREGOING, ADVENTURE SOUP MAKES NO REPRESENTATIONS THAT USE OF THANKS COLLECTIVE WILL NOT INFRINGE ANY COPYRIGHT, PATENT OR TRADEMARK OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, ADVENTURE SOUP MAKES NO REPRESENTATIONS OR WARRANTIES THAT THANKS COLLECTIVE WILL MEET YOU OR YOUR CUSTOMER’S REQUIREMENTS OR THAT OPERATION OF THANKS COLLECTIVE WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM COMPUTERS OR MOBILE DEVICES OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY ADVENTURE SOUP, ITS AFFILIATES, AGENTS, CONTRACTORS, DIRECTORS, EMPLOYEES, OFFICERS AND PARTNERS WILL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THANKS COLLECTIVE, INCLUDING RISK OF DATA FAILURE. PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED CONTRACT TERMS AND, AS A RESULT, THIS SECTION 8 MAY NOT APPLY TO YOU IN ITS ENTIRETY.


9. LIMITATION OF LIABILITY, INDEMNITY


9.1 Limitation of Liability.


YOU AGREE THAT ADVENTURE SOUP SHALL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR USE OF THANKS COLLECTIVE, PRODUCTS SOLD BY ADVENTURE SOUP OR A THIRD PARTY OR THIRD PARTY TECHNOLOGY AND INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, LOSS OF DATA, LOSS OF CONTENT, LOSS OF PROFITS, LOSS OF ANY CONTRACT, LOSS OF GOODWILL, NEGATIVE REVIEWS OF YOUR BUSINESS, UNAUTHORIZED OR AUTHORIZED ACCESS TO YOUR ACCOUNT, AND ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF ADVENTURE SOUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. YOU AGREE THAT ADVENTURE SOUP’S MAXIMUM AGGREGATE LIABILITY TO YOU IN ANY CASE WHATSOEVER WILL BE THE GREATER OF: (1) TOTAL COMMISSIONS YOU PAID TO ADVENTURE SOUP IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION; AND (2) $100 (CAD).


9.2 Indemnification.


YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ADVENTURE SOUP, ITS AFFILIATES, AGENTS, CONTRACTORS, DIRECTORS, EMPLOYEES, OFFICERS AND PARTNERS HARMLESS FROM AND AGAINST ANY CLAIM, LIABILITY, INJURY, DAMAGE, COST, LOSS OR EXPENSE THAT ARISES FROM YOUR, OR ANY THIRD PARTY’S, USE OF THANKS COLLECTIVE. THIS LIMITATION APPLIES TO ANY CAUSE OF ACTION OR CLAIMS IN THE AGGREGATE, WHETHER IN AN EQUITABLE, LEGAL OR COMMON LAW ACTION ARISING HEREUNDER AND INCLUDING, WITHOUT LIMITATION, VIOLATION OF ANY STATUTE, VIOLATION OF PRIVACY AND/OR INTELLECTUAL PROPERTY RIGHTS, BREACH OF CONTRACT, BREACH OF WARRANTY OR INDEMNITY, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS.


9.3 Indemnification Process.


Adventure Soup shall promptly provide you written notice of the claim against Adventure Soup and, at your expense, give all reasonable assistance. You may not settle any claim unless it unconditionally releases Adventure Soup of all liability.


10. EQUITABLE REMEDIES


You acknowledge that Adventure Soup would be irreparably damaged if the Terms and Conditions are not specifically observed and, therefore, you agree that Adventure Soup shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of the Terms and Conditions, in addition to other remedies available to Adventure Soup under applicable law.


11. GENERAL


11.1 Relationship of the Parties.


Nothing in the Terms and Conditions shall be construed to create any partnership, joint venture, employer-employee or agency relationship between you and Adventure Soup. Adventure Soup is not a party to any agreement you execute with a customer.


11.2 Governing law.


These Terms and Conditions are governed by the laws of the province of Ontario and the laws of Canada applicable therein, without reference to principles of conflicts of laws, and courts in Kitchener-Waterloo or Toronto, Ontario, will have exclusive jurisdiction to hear any proceedings related to the Terms and Conditions or Privacy Policy and to which the parties irrevocably attorn to the jurisdiction of.


11.3 Severability.


To the extent any section, clause, provision or sentence or part thereof of the Terms and Conditions or Privacy Policy is determined to be illegal, invalid or unenforceable by competent authority in any jurisdiction, then that portion will be severed and the remainder of the Terms and Conditions given full force and effect.


11.4 No Waiver.


Adventure Soup’s failure to assert or enforce any right contained in the Terms and Conditions does not constitute a waiver of that right.


11.5 Entire Agreement.


The Terms and Conditions constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided to you. To the extent the Terms and Conditions conflict with the provisions of the Privacy Policy, the conflicting provisions in the Privacy Policy govern.


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