Last Updated: April 30th 2020
Please read these Terms of Service (the “TOS”) carefully. Your use of the Service (as defined below) constitutes your consent to this TOS.
This TOS is between you and Nat, Inc. (“Thatch” or “we” or “us”) and governs your use of (including any access to) the site currently located at https://www.thatch.co/ (together with any materials and services available therein, and successor site(s) thereto, the “Site”) and mobile services provided by Thatch (the “Service”).
By using or registering with the Site, you acknowledge that you have read, understood, and agree to be bound by this TOS and affirm that you are over the age of 18. If you are entering into this TOS on behalf of a business or other legal entity, you represent that you have the authority to bind the entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to the entity and its affiliates.
THIS TOS CONTAINS A MANDATORY ARBITRATION PROVISION THAT, AS FURTHER SET FORTH IN SECTION 15, REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS, OR CLASS ACTIONS OR CLASS ARBITRATIONS OF ANY KIND.
We may change this TOS from time to time by notifying you of such changes by any reasonable means, including by posting a revised TOS through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised TOS incorporating such changes, or otherwise notified you of such changes. Your use of the Site following any changes to this TOS will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this TOS was last changed. We may, at any time and without liability, modify or discontinue all or part of the Service (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Service; or offer opportunities to some or all Service users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
The Service is controlled or operated (or both) from the United States, and is not intended to subject Thatch to any non-U.S. jurisdiction or law. The Service may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Service is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Service’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
Access and Use of the Service
In connection with the Service, you must not (and must not allow any third party to):
a. Transmit or otherwise make available through or in connection with the Service any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner;
b. Transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”);
c. Use the Service for any commercial purpose, or for any purpose that is fraudulent or otherwise tortious or unlawful;
d. Harvest or collect information about users of the Service;
e. Interfere with or disrupt the operation of the Service or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks;
f. Restrict or inhibit any other person from using the Service;
g. Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Service except as expressly authorized herein, without our express prior written consent;
h. Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law;
i. Remove any copyright, trademark or other proprietary rights notice from the Site;
j. Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without our express prior written consent;
k. Systematically download and store Service content;
l. Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without our express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, Thatch grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. Thatch reserves the right to revoke such permission either generally or in specific cases, at any time and without notice
You may make available certain data, information, text, content and other materials through or in connection with the Service (“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 your Submissions, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials). In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Service or otherwise, such Feedback will be deemed a Submission, and you hereby 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 Thatch under any fiduciary or other obligation. You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Service, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.
You will be required to select a Subscription through the self-service process on the Site and provide us information regarding your credit card or other payment instrument. You represent and warrant to us that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You hereby authorize Thatch to bill your payment instrument in advance for your Subscription and in accordance with the terms of the applicable payment plan referenced on the Site or otherwise provided to you by Thatch and you agree to pay any charges so incurred, including any charges incurred with third parties in connection with the Service. If you dispute any charges you must let Thatch know within thirty (30) days after the date your payment instrument is billed. Thatch reserves the right to change prices for the Services and will provide notice of the change on the Site or in email or a text message to you, at our option, at least fourteen (14) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Purchase of any third party products or services through or in connection with the Service is subject to the third party’s applicable terms and conditions.
Third Party Materials
Certain Service functionality may make available access to information, products, services and other materials made available by third parties (“Third Party Materials”), or allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, 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. Nothing in this TOS shall be deemed to be a representation or warranty by Thatch with respect to any Third Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third Party Materials (in whole or part) through the Service at any time. In addition, the availability of any Third Party Materials through the Service does not imply our endorsement of, or our affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider. Your use of Third Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Materials (such as terms of service or privacy policies of the providers of such Third Party Materials). It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the purchase, possession and use of any Product.
The Services may be provided together with, or otherwise contain, certain open source software components (“Open Source Components”) under their respective open source license agreements (“Open Source Licenses”). You acknowledge and agree to the terms and conditions in each such Open Source License and to comply with all such terms and conditions. With respect to each Open Source Component, to the extent there are any conflicts between any terms of this TOS and any terms of the respective Open Source License, which the Open Source License does not permit, such conflicting terms of this TOS will not apply. Any fees charged by Thatch in connection with the Services do not apply to any Open Source Components for which fees may not be charged under the applicable Open Source License. Where the terms of any specific Open Source License entitle you to the source code of the respective Open Source Component (if any), that source code may be made available from Thatch upon request (a nominal fee may be charged by Thatch for processing such request).
The TOS becomes effective upon the date that you are first provided with use or access to the Services and remains in effect unless you cancel or Thatch terminates your Subscription. Your Subscription will continue for an initial period of fourteen (14) days (the “Initial Term”). Upon expiration of the Initial Term, your Subscription will automatically renew for successive one (1) calendar month periods, unless earlier cancelled by you or terminated (the Initial Term and any renewal terms collectively, the “Subscription Term”). You will be responsible for Subscription fees through the end of your Subscription Term and no refunds will be issued if you cancel your Subscription prior to the expiration of your Subscription Term. You have the right to cancel your Subscription by sending a cancellation request to Thatch by text message. Thatch may terminate or suspend your Subscription and this TOS effective immediately upon notice by text message to the phone number or by e-mail to the email address you used to register with the Service if Thatch believes that you have violated or acted inconsistently with this TOS, including any of the provisions of Sections 3 and 5. Your Content on the Service (if any) may be permanently deleted by Thatch upon any termination or suspension of your account in its sole discretion. Sections 3, 4, 5 (with respect to any payable amounts not yet paid), 8, 9, 11, 12 and 17 shall survive termination of this TOS.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THE SERVICE AND ANY PRODUCTS AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (B) THATCH DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICE AND ANY PRODUCTS AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS TOS) ARE MADE FOR THE BENEFIT OF BOTH THATCH AND ITS AFFILIATES AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (A) THATCH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; (B) WITHOUT LIMITING THE FOREGOING, THATCH WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE OR FROM ANY PRODUCTS OR THIRD PARTY MATERIALS, INCLUDING FROM ANY VIRUS THAT MAY BE TRANSMITTED IN CONNECTION THEREWITH; (C) YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE OR ANY PRODUCTS OR THIRD PARTY MATERIALS IS TO STOP USING THE SERVICE; AND (D) THE MAXIMUM AGGREGATE LIABILITY OF THATCH FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE THE GREATER OF (I) TOTAL AMOUNT, IF ANY, PAID BY YOU TO THATCH TO USE THE SERVICE AND (II) ONE HUNDRED U.S. DOLLARS ($100). ALL LIMITATIONS OF LIABILITY OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THIS TOS) ARE MADE FOR THE BENEFIT OF BOTH THATCH AND THE AFFILIATED ENTITIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, THATCH AND THE OTHER THATCH PARTIES’ LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless Thatch and the Affiliated Entities, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Service (including Your Content); and (b) any violation or alleged violation of this TOS by you.
Information or Complaints
If you have a question or complaint regarding the Service, please send an e-mail to firstname.lastname@example.org. You may also contact us by writing to Morrison Foerster ℅ Nat Inc., 425 Market St, San Francisco, CA 94105, or by calling us at 415.940.2395. Please note that e-mail 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. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
This TOS does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Thatch. If any provision of this TOS is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this TOS and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this TOS without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this TOS without restriction. No waiver by either party of any breach or default under this TOS will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this TOS shall be construed as if followed by the phrase “without limitation.” This TOS, including any terms and conditions incorporated herein, is the entire agreement between you and Thatch relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Thatch relating to such subject matter. Notices to you (including notices of changes to this TOS) may be made via the Service (including by text message to you) or by e-mail (including in each case via links). Without limitation, a printed version of this TOS and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOS to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Thatch will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.
Governing Law; Jurisdiction
This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in San Francisco, California, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.
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