Last Updated: August 2019
Thorson reserves the right, at its discretion, to change, modify, add or remove portions of these Terms at any time by posting such changes to this Website. You understand that you have the affirmative obligation to check these Terms periodically for changes, and you hereby agree to periodically review these Terms for such changes. The continued use of the Website following the posting of any such modifications to these Terms will constitute your acceptance of such changes.
Thorson hereby grants you a limited, nonexclusive, nonassignable, nontransferable license to access and use the Website solely for the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, subject to your agreement to, compliance with and satisfaction of these Terms. Thorson may provide certain services or Content provided by Thorson via the Website on a subscription basis (the “Subscription Content”). Upon payment of any applicable fees or other charges associated with such subscription, Thorson grants you a limited, non-exclusive, nonassignable, nontransferable license to access and use such Subscription Content for the term of the subscription solely for the noncommercial, personal use of User or the internal business needs of the entity of which User is an authorized representative, as the case may be, and subject to your agreement to, compliance with and satisfaction of these Terms. All rights not otherwise expressly granted by these Terms are reserved by Thorson. If you do not comply with these Terms at any time, Thorson reserves the right to revoke the aforementioned license(s), limit your access to the Website or restrict your ability to post or download Content, or order products and services. You agree not to reproduce, duplicate, copy, distribute, transmit, sell, trade, resell or exploit for any purpose any portion of or any information from the Website. You may not obscure or remove any proprietary rights notices contained in or on the Content. You are solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for your access to and use of the Website or any part thereof.
Thorson may discontinue or alter any aspect of the Website, remove Content from the Website, restrict the time the Website is available or restrict the amount of use permitted at Thorson’s sole discretion and without prior notice or liability. You agree that Thorson may, with or without cause, immediately suspend and/or terminate your access to the Website or any part thereof. Cause for such measures shall include, without limitation: (a) breaches or violations of these Terms or other incorporated agreements or guidelines; (b) discontinuance or material modification to the Website; (c) unexpected technical or security issues or problems; (d) extended periods of inactivity; and/or (e) engagement by you in fraudulent or illegal activities. You further agree that such measures shall be taken in Thorson’s sole discretion and without liability to you or any third party.
For purposes of these Terms, references to “post” or “posting” shall refer to any manner of posting, transmitting, uploading, providing, making available or otherwise transferring material or information.
Thorson Intellectual Property
Unless otherwise specifically noted in these Terms, images, trademarks, service marks, logos, icons and any other intellectual property (collectively, “Website IP”) displayed on this Website are the property of Thorson, or third parties who have authorized their use by Thorson. Nothing contained on this Website should be construed as granting any license or right to use any Website IP displayed on this Website without the written permission of Thorson or such third party that may own the Website IP. Misuse of any Website IP, or any other Content, displayed on this Website is prohibited. The Website, including, without limitation, any Content, is the copyrighted property of Thorson or its respective owner, and it may not be reproduced, recreated, modified, accessed or used in any manner or disseminated or distributed to any other party in violation of these Terms. Any unauthorized use of any Content or Website IP, whether owned by Thorson or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. You will not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce, republish, transmit, sell, offer for sale, disseminate or redistribute the Website IP or any part thereof or grant any other person or entity the right or access to do so.
For certain aspects of the Website, you may be asked to register an account. In the event you agree to register an account, you will select and/or receive a username and password upon providing registration information and successfully completing the registration process. This account is personal to you, and you will not share it or allow any other person to utilize your account. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You agree to immediately notify Thorson in the event (a) your registration information changes or (b) you learn of or have reason to suspect any unauthorized use of your account or login credentials or any other breach of Website security. You also agree that you will provide truthful and accurate information during the registration process. Thorson may refuse to grant a particular username to you for any reason, including, without limitation, in the event Thorson determines that such username impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive.
You acknowledge that the Website may contain or provide access to information, software, photos, video, text, graphics, music, sounds or other material provided by Thorson or third parties (collectively, “Content”) that are protected by copyrights, patents, trademarks, trade secrets or other intellectual property laws, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. For the avoidance of doubt, references to Content shall include Subscription Content.
We welcome your comments, feedback, information, or materials regarding the Website, Content, or Thorson’s products or services (collectively, “Feedback”). If you submit Feedback to Thorson, please note that your Feedback shall become the property of Thorson. By submitting your Feedback to Thorson, you agree to assign, and hereby irrevocably assign to Thorson, all right, title and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. Thorson shall be free to use your Feedback on an unrestricted basis. You hereby assign and/or waive, as the case may be, any moral rights that you may have in or to the Feedback.
If you provide any Feedback via the Website, you hereby make the following representations and warranties to Thorson: (1) you are owner of such Feedback or otherwise have the right to grant Thorson the licenses or assignments granted pursuant to these Terms; (2) you have secured any and all consents necessary to post the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.
Thorson may allow users to place Orders for products, subscriptions and/or services via the Website or through its third-party affiliate. “Order” shall mean any order placed by a user for products, subscriptions, and/or services via the Website that is accepted by Thorson. If you place an Order to purchase products, subscriptions and/or services, you are subject to the additional terms of this section. Other Thorson sites may have additional or alternative terms of service, which shall govern your purchase of products, subscriptions and/or services. Please note that you may also be directed to a third-party website to make or complete such purchases, in which case your purchase will also be governed by the terms of such third-party website. By making such purchases, you hereby agree that Thorson has no responsibility, and shall have no liability, for any claim related to your purchases on such third-party websites.
Upon placing an Order, you shall pay to Thorson the purchase price as set forth in the “Shopping Cart” or similar ordering mechanism. Thorson or its third-party affiliates may utilize the services of certain third-party payment processors to process payments of credit cards and other accepted methods of payment. Your purchase is subject to any additional terms and conditions imposed by such third-party payment processors. The purchase price and any applicable fees or taxes shall be applied to your chosen method of payment upon submission of your Order.
Prices and availability of products are subject to change without notice. Errors will be corrected where discovered, and Thorson reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the Order has been confirmed and your payment method accepted and charged. In the event your payment method has been accepted and charged, Thorson will issue you the appropriate credit within a reasonable time after your order has been revoked.
In the event you purchase a product that must be shipped to you, such products will be shipped by Thorson and/or its third-party contractors within a reasonable time after processing of your Order. Shipment time will vary depending on the shipping method and service you select. Thorson does not guarantee delivery at any certain time and is not responsible for shipping delays.
In the event you purchase products that embody or otherwise contain Content owned by Thorson or other parties, you agree to the following restrictions regarding such products and the Content or other information contained or embodied therein: (a) you may not resell any Content or otherwise profit from its use or display; (b) you may not, nor will you allow any other party to, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense or create derivative works or compilations incorporating such Content without the express permission of the owner of such Content; (c) you will not otherwise violate any additional legal or contractual restrictions governing use of the Content; and (d) you will not obscure or remove any proprietary rights notices contained in or on the Content.
In the event you purchase subscriptions and/or services that embody or otherwise contain Subscription Content, you agree to the following restrictions regarding such Subscription Content or other information contained or embodied therein: (a) such Subscription Content (i) is the confidential information of Thorson or its licensors, (ii) you may use the Subscription Content for your personal or internal business needs only in accordance with these Terms, (iii) you may not disclose the Subscription Content to third parties, and (iv) you will use best efforts to safeguard such Subscription Content from unauthorized use or disclosure; (b) you may not resell any Subscription Content or otherwise profit from its use or display; (c) you may not, nor will you allow any other party to, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense or create derivative works or compilations incorporating such Subscription Content; (d) you will not otherwise violate any additional legal or contractual restrictions governing use of the Subscription Content; and (e) you will not obscure or remove any proprietary rights notices contained in or on the Subscription Content.
In the event a product ordered by you is damaged upon receipt, Thorson, at its sole option, may provide a replacement product or refund the purchase price. Damaged products which Thorson will accept for return or refund include products that are missing, torn or physically damaged or inoperable.
You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Website or any part thereof, which includes, without limitation: (a) use of the Website to post, store or disseminate material or information that, is or to a reasonable person may be false, fraudulent, unlawful, harmful, tortious, abusive, obscene, pornographic, defamatory, libelous, harassing, invasive of another’s privacy, offensive, vulgar, threatening, malicious, hateful or racially, ethnically or otherwise objectionable; (b) use of the Website to post, store or disseminate Content, files, graphics, software or other material or information that actually or potentially infringes the rights of any person, including, without limitation, the copyright, trademark, patent, trade secret or other intellectual property rights, or privacy, moral or publicity rights, of any person; (c) use of the Website to interfere, disrupt or attempt to gain unauthorized access to other accounts on the Website, to restricted portion of the Website, to Content, or any other computer network or equipment; (d) use of the Website to post, store or disseminate viruses, Trojan horses or any other malicious code or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware, system or telecommunications equipment; (e) use of the Website to post, store or disseminate any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or other fraudulent schemes, or any other form of solicitation; (f) use of any manual or automated software, devices or other processes to “crawl” or “spider” any web pages contained in the Website (including, without limitation, the use of robots, bots, spiders, scrapers or any other means to extract pricing, product, service or other data from the Website); (g) use of the Website to gain competitive intelligence about Thorson, the Website, or any product or service offered via the Website or to otherwise compete with Thorson or its affiliates; (h) framing or otherwise simulating the appearance or functions of the Website or any portion thereof; (i) harvesting or otherwise collecting any information about other users, including, without limitation, email addresses or other contact information of other users; or (j) use of the Website to engage in any activity that, as determined by Thorson, may intentionally or unintentionally violate these Terms, violate any applicable laws or regulations or conflict with the spirit or intent of these Terms.
The Content provided via the Website, or any product or service offered via the Website, is provided for informational purposes only, from a general insurance/risk management perspective, with the understanding that Thorson is not rendering legal, accounting or other professional advice on specific matters. Accordingly, Thorson assumes no liability whatsoever in connection with the use of such Content. Thorson recommends that you consult your legal counsel or other professional advisor with respect to your individual situation.
Thorson uses reasonable efforts to maintain the Website, but Thorson is not responsible for any defects or failures associated with the Website, any part thereof, any Content posted using the Website, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Website may be inaccessible or inoperable for any reason, including, without limitation: (a) equipment malfunctions, (b) periodic maintenance procedures or repairs which Thorson may undertake from time to time, or (c) causes beyond the control of Thorson or which are not foreseeable by Thorson.
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE WEBSITE, ANY CONTENT, AND ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, THORSON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE AND NON-INFRINGEMENT.
WITHOUT LIMITATION, THORSON MAKES NO WARRANTY THAT THE WEBSITE, ANY CONTENT, OR ANY PRODUCTS OR SERVICES PROVIDED VIA THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION FOUND THEREON WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS.
ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS.
Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THORSON SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THORSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE WEBSITE, ANY CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED VIA THE WEBSITE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE OR OTHERWISE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; OR (D) ANY OTHER MATTER RELATING TO THE WEBSITE, ANY CONTENT OR THE PURCHASE OF THORSON’S PRODUCTS OR SERVICES. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE WEBSITE AND TERMINATE THESE TERMS IN ACCORDANCE WITH ITS TERMS. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL THORSON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WEBSITE, PURCHASING ANY CONTENT OR PURCHASING THORSON’S PRODUCTS OR SERVICES, OR ANY AMOUNT RETAINED BY THORSON FOR PROVIDING ANY OF THE FOREGOING.
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 ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Thorson, its officers, members, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including attorneys’ fees and costs and expenses, arising out of or in any way connected with (a) your access to or use of the Website or any part thereof, (b) a breach or alleged breach by you of any of your representations, warranties, covenants or obligations under these Terms, (c) infringement or misappropriation of any intellectual property or other rights of Thorson or third parties by you, (d) any negligence or willful misconduct by you, (e) any other claim related to your performance under these Terms, or (f) your use of any Content, services, or products provided by Thorson.
Term and Termination
In addition to any other method of termination or suspension provided for in these Terms, Thorson reserves the right to terminate these Terms at any time and for any reason upon immediate notice to you. Further, you agree that Thorson shall not be liable to you or any third party for any termination or suspension of your access to the Website or any part thereof, removal of Content or sale of any services or products. You may terminate these Terms at any time by immediately discontinuing all access to the Website and by providing notice to Thorson of such discontinuance. Termination or cancellation of these Terms shall not affect any right or relief to which Thorson may be entitled at law or in equity. Upon termination of these Terms, you shall terminate all use of the Website and any Content provided thereby. In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with access to the Website.
Governing Law and Other Miscellaneous Terms
You acknowledge and agree that any expenses that you incur in furtherance of these Terms are voluntary in nature and are made with the knowledge that these Terms may be terminated as provided herein. You shall not make a claim against Thorson, and Thorson shall not be liable with respect to the recoupment of any expenditures or investment made by you in anticipation of the continuation of these Terms beyond the term hereof.
The parties agree that breach of these Terms would cause irreparable harm and significant injury to Thorson which would be both difficult to ascertain and which would not be compensable by damages alone. As such, the parties agree that Thorson has the right to enforce these Terms by injunction (without necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights and remedies Thorson may have for your breach of these Terms.
The validity and effect of these Terms shall be governed by, and construed and enforced in accordance with the laws of the State of California, without regard to its conflicts or choice of laws principles. ANY SUIT, ACTION OR PROCEEDING CONCERNING OR RELATING TO THE WEBSITE, ITS USE, THESE TERMS, ANY SALE OR ANY OTHER PRODUCT, SERVICE, POLICY OR PROCEDURE OF THORSON, MUST BE BROUGHT EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA, AND YOU HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURT (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT OR IMPROPER FORUM.
The captions and headings of these Terms are included for ease of reference only and will be disregarded in interpreting and construing these Terms. If the performance of any part of these Terms by either party (other than payment of money) is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor dispute, act of God, telecommunications failure or any other cause beyond the control of either party, that party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause.
These Terms, including any other agreements or additional terms referenced herein, constitutes the complete and exclusive statement of the agreement between the parties with respect to the Website, Content, and products and services offered via the Website, and, unless otherwise expressly provided herein, it supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Website, Content, and products and services sold via the Website. If any provision of these Terms is found unlawful or unenforceable in any respect, the court shall reform such provision so as to render it enforceable or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision. As so reformed or modified, the court shall fully enforce these Terms. The provisions of these Terms that by their content are intended to survive the expiration or termination of these Terms, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination and interpretation of these Terms, will survive the expiration or termination of these Terms for their full statutory period.
Thorson makes no representation that the Website, Content or other material or information on the Website is appropriate to or available in locations outside of the United States. You may not use the Website or export Content in violation of United States export laws, regulations or restrictions. If you access the Website from outside of the United States, you are responsible for compliance with all applicable laws.
Copyright and Copyright Notices
Thorson respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us with the following information:
an electronic or physical signature of the owner or person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Website sufficient to allow us to locate the allegedly infringing material;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please contact us for Notice of Claims of copyright infringement at: 800-846-7766.