Effective August 1, 2023
See prior versions here
These Terms and Conditions contain an arbitration provision. Please review the Arbitration section for details.
THESE TERMS AND CONDITIONS GOVERN YOUR ACQUISITION AND USE OF THRYV SERVICES.
IF YOU REGISTER FOR A FREE TRIAL OF THRYV SERVICES OR FOR FREE THRYV SERVICES, THE APPLICABLE PROVISIONS OF THESE TERMS AND CONDITIONS WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE THRYV SERVICES.
BY ACCEPTING THESE TERMS AND CONDITIONS, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) BY CREATING AND REGISTERING FOR A THRYV SERVICES ACCOUNT (AN “ACCOUNT“), OR (3) USING THE THRYV SERVICES, YOU AGREE TO THESE TERMS AND CONDITIONS. IF THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THESE TERMS AND CONDITIONS DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THESE TERMS AND CONDITIONS AND MAY NOT USE THE THRYV SERVICES.
The Thryv Services may not be accessed for purposes of monitoring their ability, performance, or functionality, or for any other benchmarking or competitive purposes.
Company’s competitors are prohibited from accessing the Thryv Services, except with our prior written consent.
Changes to these Terms and Conditions, including Subscription Service terms, will be posted online in advance of their stated effective date, and any such changes will apply to you thereafter if you continue to use the Thryv Services or the affected Subscription Service or feature. Thryv Services are only intended for use by companies located in the United States of America with US-based customers, except for specific non-US countries and territories approved by us in our sole discretion (available here), including those referenced at the end of these Terms and Conditions. If you intend to use Thryv Services within the US, you represent that you have the authority to enter into the Agreement, are the age of majority in the state in which you reside, are a legal resident of the United States who is an authorized representative of a business entity authorized to conduct business by the US state(s) in which it operates, that you will not use Thryv Services with/for any non-US based customers, and that your business is not engaged in marketing or providing services of an “adult” nature, pharmaceuticals, marijuana-related products or services, or guns/firearms-related services, for which you wish to utilize Thryv Services. If you are not a US company and/or you operate primarily outside the US and/or intend to use Thryv Services with/for customers outside of US, please see the end of these Terms and Conditions for additional terms that apply to you based on your country or territory or the country or territory in which your customers are located.
Limitation of Liability/Disclaimers. We are not responsible for any claim that arises between your customers and you related to your use of the Thryv Services. If you experience issues with your use of the Thryv Services due to any system error on our part, you agree that we may, at our discretion, provide free services as a makegood, but under no circumstances will refunds be provided.
To the maximum extent permitted by applicable law, we will have no liability with respect to any “BETA” services or features provided to you at no cost. THRYV SERVICES AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY OR BY CUSTOM OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT (i) THE THRYV SERVICES OR ANY RELATED SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS, (ii) THE OPERATION OF THE THRYV SERVICES OR ANY RELATED SERVICES WILL BE CONTINUOUS OR FREE OF DEFECTS, ERRORS OR INACCURACIES, (iii) THE FUNCTIONS CONTAINED IN THE THRYV SERVICES WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU, (iv) YOUR DATA WILL BE SAFE FROM UNAUTHORIZED ACCESS, (v) YOUR THRYV SERVICES WILL BE AVAILABLE OR ACCESSIBLE AT ANY GIVEN TIME, OR (vi) YOUR USE OF THRYV SERVICES WILL COMPLY WITH ALL APPLICABLE LAWS. Furthermore, and without limiting the generality of the foregoing, we do not warrant, and you expressly disclaim any reliance on, any statements or representations, including estimates, not contained in the Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS OR REVENUE, OR LOSS OF BUSINESS, OR LOSS OF GOODWILL OR REPUTATION, OR LOSS OF USE OR DATA. THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE, TYPE OR FORM OF THE CLAIM, WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, EQUITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. Further, we will not be responsible for any compensation, reimbursement, or damages arising in connection with: (i) your inability to use THE Thryv SERVICES, including as a result of any (a) termination or suspension of the Agreement or your use or access to THE Thryv SERVICES, (b) our discontinuation of THE Thryv SERVICES or any FEATURE IN ACCORDANCE WITH THE Agreement, or (c) any unanticipated or unscheduled downtime of THE Thryv SERVICES for any reason; (ii) the cost of procurement of substitute goods or services; (iii) any investments, expenditures, or commitments by you in connection with the Agreement or your use of or access to THE Thryv SERVICES; or (iv) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of your content or other data. Our aggregate liability under the Agreement will not exceed the GREATER OF: (i) one hundred dollars ($100); or (ii) The amount you have paid under your Account for THE Thryv SERVICES during the 12 months prior to any claim.
The limitations in this Section shall apply notwithstanding any failure of essential purpose under the Agreement. To the max extent permitted by applicable Law, we are not liable to you for any deviation from or change in our policies, practices, and procedures.
You understand and agree that we have set our prices and entered into the Agreement with you in reliance upon the limitations of liability set forth in these Terms and Conditions, which allocates risk between us and form the basis of a bargain between the parties.
Waiver of Class Action and Jury Trial and Consent to Binding Arbitration. Except as set forth below, you and we agree that we will resolve any controversies, claims, counterclaims, or other disputes between you and us or you and a third-party agent of ours (each a “Claim“) through binding and final arbitration, instead of through court proceedings, in accordance with the Consumer Arbitration Rules of the American Arbitration Association (“AAA Rules“). This arbitration agreement applies to any existing or future Claims that you have not individually filed in a court of law prior to the date you agreed to these Terms and Conditions. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. You and we hereby waive any right to a jury trial of any Claim. The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. The Federal Arbitration Act and federal arbitration law apply to this agreement. However, the Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, validity, applicability, enforceability, or formation of this Agreement including, but not limited to, a claim that all or any part of this Agreement is void or voidable.
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
This arbitration agreement does not preclude either party from seeking action by federal, state, or local government agencies. You and we also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court. In addition, you and we retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms and Conditions, nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms and Conditions.
Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class, consolidated or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated without prior written consent of the parties. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator may not issue a “public injunction” and any such “public injunction” may be awarded only by a federal or state court. If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.” In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.
If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of the Terms and Conditions will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms and Conditions. This Section of the Terms and Conditions will survive the termination of your relationship with us.
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
If the parties do not reach a resolution of the dispute pursuant to the above-mentioned dispute resolution mechanism within a period of twenty-one (21) business days after the circumstances giving rise to the dispute first originated or occurred, the dispute may be referred by either party to arbitration in accordance with the provisions of this Section. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the award and enforcement, as the law of such jurisdiction may require or allow.
Where any dispute is to be settled by arbitration, the dispute shall be governed by, and constitute a submission for the purposes of the Arbitration Act, 1991 (Ontario) (the “Act“), except as may otherwise be expressly set out in the Agreement.
To resolve any dispute by arbitration, there shall be one (1) arbitrator agreed to by the parties or, if the parties are unable to agree within five (5) days after demand for arbitration is made, selected in accordance with the Act. Any arbitrator appointed under the Act shall have at least ten (10) years of experience in complex, commercial engagements in the area that is generally the same as the issue that is the subject of the dispute.
Each party shall pay its own legal fees and one-half of all other arbitration expenses and costs, subject to final apportionment by the arbitrator. The arbitrator shall apply the laws of Ontario and Canada as applicable and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no power to amend the Agreement. Any award rendered pursuant to such arbitration shall be final and binding on the parties and there will be no appeal of that determination on any ground, and judgment on such award may be entered in any court having competent jurisdiction thereof. A party may recover its legal fees incurred in any such enforcement action. The language of the arbitration shall be English and the exclusive place of arbitration shall be Toronto, Ontario. The decision of the arbitrator shall be confidential, except to the extent it is necessary to enforce such decision in any court.
The parties intend, and will take all reasonable action necessary or desirable to ensure, that there be a speedy resolution to any dispute, and the arbitrator will conduct the arbitration of the dispute with a view to making a determination and order as soon as possible.
The above mentioned dispute resolution and arbitration provisions shall not apply to and will not bar litigation regarding any claims to prevent the expiry of a limitation period, or either party from seeking and obtaining from a court of competent jurisdiction any equitable, interim, or provisional relief, including a temporary restraining order or other injunctive relief, to prevent a party’s material breach or non-performance, or specific performance. Either party may at any time, without inconsistency with the Agreement, seek from a court of competent jurisdiction any equitable, interim or provisional relief only to avoid irreparable injury.
You agree that your use of the Thryv Services is for business purposes and so guarantees under the Consumer Guarantees Act 1993 do not apply.
Where you are a New Zealand company and/or you operate primarily from or in New Zealand, or you intend to use the Thryv Services primarily with/for customers within New Zealand then the references to US law in Sections 16 and 20 may not directly apply to you. To the extent that they do then we require that you comply with those laws. Where the laws do not apply, given the nature of the laws we expect that you would still conduct yourself in a manner that is consistent with those laws.
As you may have the capability to accept credit card payments using the Thryv Services, you agree to comply with applicable Payment Card Industry Data Security Standards (“PCI DSS“) and Laws with respect to all card data, and to the extent you have the capability to accept payment via ACH debit from a bank account, you agree to comply with the New Zealand Bulk Electronic Clearing System (BECS), as applicable.
The provisions of Section 20 are replaced with the following:
We are not responsible for any claim that arises between your customers and you related to your use of the Thryv Services. If you experience issues with your use of the Thryv Services due to any system error on our part, you agree that we may, at our discretion, provide free services as a makegood, but under no circumstances will refunds be provided.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY WITH RESPECT TO ANY SERVICES OR FEATURES PROVIDED TO YOU AT NO COST. THE THRYV Services AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED OR ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY OR BY CUSTOM OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT (i) THE THRYV SERVICES OR RELATED SERVICES WILL MEET YOUR NEEDS OR REQUIREMENTS, (ii) THE OPERATION OF THE THRYV SERVICES OR RELATED SERVICES WILL BE CONTINUOUS OR FREE OF DEFECTS, ERRORS OR INACCURACIES, (iii) THE FUNCTIONS CONTAINED IN THE THRYV SERVICES WILL OPERATE IN ALL THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU, OR (iv) YOUR USE OF THE THRYV SERVICES WILL COMPLY WITH ALL APPLICABLE LAWS. Furthermore, and without limiting the generality of the foregoing, we do not warrant, and you expressly disclaim any reliance on, any statements or representations, including estimates, not contained in the Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS OR REVENUE, OR LOSS OF BUSINESS, OR LOSS OF GOODWILL OR REPUTATION, OR LOSS OF USE OR DATA. THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY REGARDLESS OF THE NATURE, TYPE OR FORM OF THE CLAIM, WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, EQUITY OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE. Further, we will not be responsible for any compensation, reimbursement, or damages arising in connection with: (i) your inability to use THE Thryv SERVICES, including as a result of any (a) termination or suspension of thE Agreement or your use or access to THE Thryv SERVICES, (b) our discontinuation of the Thryv Services, or (c) any unanticipated or unscheduled downtime of THE Thryv SERVICES for any reason; (ii) the cost of procurement of substitute goods or services; (iii) any investments, expenditures, or commitments by you in connection with the Agreement or your use of or access to THE Thryv SERVICES; or (iv) any unauthorized access to, alteration of, or the deletion, destruction, damage, loss, or failure to store any of your content or other data. Our aggregate liability under the Agreement will not exceedthe amount you have paid under your Account for THE Thryv SERVICES during the 12 months prior to any claim.
The limitations in this Section shall apply notwithstanding any failure of essential purpose under the Agreement. To the max extent permitted by applicable Law, we are not liable to you for any deviation from or change in our policies, practices, and procedures.
You understand and agree that we have set our prices and entered into the Agreement with you in reliance upon the limitations of liability set forth in these Terms and Conditions, which allocates risk between us and form the basis of a bargain between the parties.
The provisions of Section 21 are replaced with the following:
If a dispute arises out of or relates to the Agreement, or the breach, termination, validity of the Agreement, or as to any claim in tort, in equity or pursuant to any Applicable Law (Dispute), then:
The provisions of Section 26 are replaced with the following:
You agree that the Agreement will be governed by the laws of New Zealand. The exclusive venue and jurisdiction for all claims and disputes that are not subject to binding arbitration will be the courts of New Zealand.