Effective Date: December 1, 2019
In an effort to make things clearer for you, we’ll include simple, plain-English explanations in the below sections. The legalese stuff still applies, so it’s worth reading carefully all the same. If you’re ever unsure of a section or how it might apply to you, we’d be happy to explain. Just send us an email at [email protected].
The following terms and conditions govern all use of the ThymeBase website (the “Site”), and the services and products available online, including via a mobile application (collectively, the “Service”). The Service is owned and operated by ThymeBase Inc, also referred to as “ThymeBase”. The Service is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on this Site by ThymeBase Inc (collectively, the “Terms of Service” or “Terms” or “Agreement”).
This Agreement governs your use of the Service. For the purposes of this Agreement, The terms “we”, “us” or “our” shall refer to ThymeBase Inc. “User” (also referred to herein as “you” or “your” or “Customer”) means the company or other organization or individual that is purchasing a subscription to the Service, or subscribing to the Service’s free version, or using the Site as a guest or visitor. The first user of the Account is automatically assigned as the Account administrator (the “Admin”). If you are entering into these Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.
Basically, if you use ThymeBase, you’re agreeing to all of the terms here.
If you access and use the Site and/or the Service, you represent and warrant that you are at least 16 years old and competent to agree to these Terms. The Site and/or Service are only intended for individuals aged sixteen (16) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.
To use ThymeBase, you should be old enough and wise enough to do so.
ThymeBase reserves the right, at its sole discretion, to modify or terminate the Service or to modify the Terms, at any time and without prior notice. If we modify the Service or these Terms, we will post the modification on the ThymeBase Site or provide you with notice of the modification. By continuing to access or use the Service after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to use the modified Service and/or to be bound by the modified Terms of Service. If the modified Service or Terms of Service are not acceptable to you, your only recourse is to cease using the Service. This Agreement was last revised on December 18, 2019.
These terms might one day change, and we’ll try to let you know when that happens.
Our Proprietary Rights
The Service and Site contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by ThymeBase and its partners, as well as other sources, and are protected by United States copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Site are also protected as a collective work or compilation under U.S. and global copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. You acknowledge that the Service and Site have been developed, compiled, prepared, revised, selected, and arranged by ThymeBase and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of ThymeBase Inc and such others. You agree to notify ThymeBase immediately upon becoming aware of any claim that the Service and Site infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Site may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
We’ve worked hard to create a product you’ll love but it’s against the law to steal our stuff and use it as your own.
Use of Services
Subject to the other terms herein, we will use commercially reasonable efforts to make the Service available to you at all times, subject to downtimes for scheduled maintenance, upgrades, repairs and emergency outages. You agree that the Site will not be responsible or liable for any failure in the Service resulting from or attributable to (a) unusually high usage volumes, (b) failures in any telecommunications services, networks or systems, (c) User’s or any other third party’s negligence, acts or omissions, (d) the unavailability for any period of any Data Source for any reason, (e) any force majeure or other cause beyond Company’s reasonable control, or (f) any unauthorized access to the Service or your account, breach of firewalls or other hacking.
If any portion of the Site or Services require you to open an account, you must complete the registration process by providing ThymeBase with current, complete and accurate information, as prompted by the applicable registration form and account section if you wish to have access to such features. You further agree to keep any registration information you provide the Site current, complete and accurate.
As part of the registration process, you may be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account information and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree to notify the Site by email immediately of any unauthorized use of your account or any other breach of security. ThymeBase will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for any losses incurred by ThymeBase or another party due to someone else using your account or password. In the event that the User loses access to an account or otherwise requests information about an account, ThymeBase reserves the right to request from the User any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.
By using the Site and the Service, you consent to receive electronic communications from ThymeBase. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Site and Service. These electronic communications are part of your relationship with ThymeBase and you receive them as part of your subscription to the Site and/or Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
We’ll do our best to keep ThymeBase up and running, but sometimes, things go wrong and we might go down. You’re promising to forgive us if that happens.
Also, we won’t send you spam, and we won’t sell your email address, but we’ll email you from time to time about your account.
User Content and Feedback
The Service allows you to create tasks and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:
By registering for the Service, User agrees to grant and does hereby grant to ThymeBase Inc a non-exclusive, transferable, royalty-free, worldwide right and license to access, copy, store, perform, display, modify, distribute, transmit, collect, reproduce, create derivative works of and otherwise use the User Content in connection with providing the Service to the Subscriber and in connection with providing maintenance and support services to the Subscriber. Such license will terminate upon the termination of the Subscriber’s account, for whatever reason.
You also hereby grant to ThymeBase a non-exclusive, royalty-free, worldwide, perpetual, irrevocable right and license to access, copy, store, aggregate and otherwise use the User Content in connection with developing, improving, extending and testing the Service.
The Site may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to ThymeBase and share such Feedback with other users, or the public. By submitting Feedback through the Site, you grant ThymeBase a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other ThymeBase marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
We’re building something that we hope will improve the lives of many people like you. To that end, we’ll sometimes look at your account and learn from it and apply those learnings to the product as a whole. Also, if you say something nice about us, we might want to tell others that you like us. You’re giving us permission to do so.
License and Restrictions
In connection with your use of the Sites and/or the Services, you acknowledge and agree that you will not:
- copy, modify, publish, transmit, distribute, transfer or sell, create derivative works of, or in any way exploit any of the information, software, text, images, graphics, video files, audio files, ideas or other materials (collectively the “Content”) of the Site not submitted or provided by you, including by use of any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology, unless you obtain our prior written consent;
- use any engine, software, tool, agent or other device or mechanism to navigate or search the Site, other than the search engines and agents available through the Service and other than generally available third-party web browsers;
- copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained through the Site or the Services;
- access the Site or Services by any means other than through the standard industry-accepted or ThymeBase-provided interfaces;
transmit any message, information, data, text, software, image, or other content that is:
- unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable which may invade another's right of privacy or publicity;
- contains any personal information of minors;
- contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, or health information without our prior written consent granted as part of a Customer Agreement;
- post or transmit any material that contains a virus, worm, Trojan horse, corrupted data, or any other contaminating or destructive feature;
- use any of the Site’s or Service’s communications features in a manner that adversely affects the availability of its resources to other users;
- violate any applicable local, state, national, or international law;
- upload or transmit any material that infringes any patent, trademark, trade secret, copyright, personally identifiable information or other proprietary rights of any third party or violates a third party’s right of privacy or publicity;
- manipulate or otherwise display the Site and/or the Services by using framing or similar navigational technology;
- register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe any party from the Site or Service;
- use the Site and/or the Services for any purpose that is unlawful or prohibited by these terms and conditions;
- use the Site or the Services in any manner that could damage, disable, overburden, or impair ThymeBase’s servers or networks, or interfere with any other user's use and enjoyment of the Site and/or the Services;
- gain unauthorized access to any of the Site, Services, accounts, computer systems or networks connected to the Site through hacking, password mining or any other means;
- obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site or Service if you are not expressly authorized by such party to do so;
- knowingly provide any Content that is false or inaccurate or becomes false or inaccurate at any time.
In addition to any other remedies that may be available to us, we reserve the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Site, upon notice and without liability for ThymeBase should you fail to abide by the rules in this section or if, in ThymeBase’s sole discretion, such action is necessary to prevent disruption of the Service or Site for other users.
Basically, don’t be a jerk toward us or anyone else. That means no bullying, no porn, no hacking, no stealing, no lying, and no breaking the law.
We shall have the right, including without limitation where we, at our sole discretion, believe that User has misused the Service or otherwise use the Service in an excessive manner compared to the anticipated standard use (at our sole discretion), to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.
We hope you’ll use ThymeBase in good faith, and with good vibes. If you’re using ThymeBase in an excessive, or unintended way that hurts other users or us, we might be able to figure it out with you, and we’ll try to, but if we can’t we’ll ask you to stop.
Subscription Term, Renewal, and Payment
The Service is provided on a monthly or annual subscription basis referred to herein as “Subscription Term” or “Subscription Plan” or collectively as the “Subscription”.
In consideration for the provision of the Service the User shall pay us the applicable fees per the purchased Subscription, as set forth in the applicable subscription form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. User hereby authorizes us, either directly or through our payment processing service, to charge such Subscription Fees via User’s selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to the User if such change may affect User’s existing subscriptions upon renewal. In the event of failure to collect the Fees owed by User, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.
The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. The User shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.
During the Subscription Term, the User may upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service. Upon a Subscription Upgrade, User will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by User will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by User upon the date on which the Subscription Upgrade was made.
Unless agreed otherwise, any changes to the number of Users within a certain Account, shall be billed on a prorated basis for the remainder of the then-current Subscription Term. We will bill User, either upon the Users Increase or at the end of the applicable month, as communicated to the User.
In order to ensure that the User will not experience any interruption or loss of services, the User’s Subscription includes an automatic renewal option by default, according to which, unless User disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to User, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term).
Accordingly, unless either the User or us cancel the Subscription prior to its expiration, we will attempt to automatically charge the User the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If the User wishes to avoid such auto-renewal, the User shall cancel its Subscription (or disable the auto-renewal option), prior to its expiration, at any time through the Account settings or by contacting the ThymeBase team at [email protected] Except as expressly set forth in these Terms, in case a User cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but you will not be refunded or credited for any unused period within the Subscription Term.
Unless expressly stated otherwise in a separate legally binding agreement, if the User received a special discount or other promotional offer, the User acknowledges that upon renewal of its Subscription, ThymeBase will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.
ThymeBase is a subscription, so that means we’ll charge you automatically each month or year, depending on your plan. If you upgrade your plan, we’ll charge you more.
Subscription Term, Renewal, and Payment
Indemnity and Limitation of Liability
You agree to defend, indemnify, and hold ThymeBase, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or relating to:
- your use of or access to the Service;
- your breach of these Terms;
- your violation of applicable laws, rules or regulations in connection with your use of the Service.
We only provide the Service and Site for your internal use. We have no liability to you for any loss of profit, loss of business, business interruption or loss of business opportunity based on your use of or reliance on the Service and Websites. We do not exclude or limit in any way our liability to you where it would be unlawful for us to do so.
You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Service or Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Websites for any reconstruction of any lost data.
The Service and Site may provide information and content provided by third parties, links to third-party websites or resources, such as sellers of goods and services, and third-party products and services for sale directly to you. We are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for:
- any content, advertising, products, or other materials on or available from such sites or resources;
- any errors or omissions in these websites or resources;
- any information handling practices or other business practices of the operators of such sites or resources.
You further acknowledge and agree that ThymeBase shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
We’d love to be perfect, but that’s an unattainable aspiration, so if something goes wrong with ThymeBase, and has unintended consequences, you won’t sue us.
Any action related to this Agreement will be governed by the State of Delaware law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree to submit to the jurisdiction of the courts located in Wilmington, Delaware for the resolution of all disputes arising from or related to this Agreement and/or your use of the Site, or Service.
The failure of ThymeBase to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ThymeBase. Except as expressly set forth in the Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
In a nutshell, if we don’t enforce one part of these terms, the other terms still apply. Also, the section titles (and this plain-English “translation”) are simply there to help, but not part of the actual legal terms.
We may deliver notice to you by e-mail, posting a notice on the Service and/or Site or any other method we choose, and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: ThymeBase Inc. 2443 Fillmore Street #380-2884 San Francisco CA 94115; or [email protected].
If you need us, email us or send us snail mail!
THE SERVICE, THE SITE, THEIR COMPONENTS, THE DOCUMENTATION, THE SUPPORT SERVICES, AND ANY OTHER MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND NEITHER PARTY MAKES ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT EITHER PARTY MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
There will be good days and bad days, and sometimes we’ll frustrate you. We’ll do our best, but no one’s totally perfect.
Limitation of Liability
EXCEPT IN CONNECTION WITH YOUR BREACH OF RESTRICTIONS OR YOUR FAILURE TO PAY ANY AMOUNTS DUE AND OWING: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF; AND (II) EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT WILL NOT EXCEED THE SUBSCRIPTION FEES PAID BY YOU HEREUNDER DURING THE PERIOD SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
Pretty simple – we won’t hold each other liable in the unlikely event that something horrid happens.