Thundyr Terms of Service

Effective Date: January 22, 2023

Thank you for visiting Thundyr.com. Please be aware that you may be visiting a co-branded version of the Website or Services from an Affiliate's website. The Agreement applies to the Website and Services, regardless of any co-branding. "Affiliates" include distribution partners, businesses, enterprises, manufacturers, lenders, advertisers, service providers, and/or other third-parties that Thundyr works with.

Definitions

References to "Dispute" mean any claim, conflict, controversy, disagreement between the Parties arising out of, or related in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including, without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including, without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation or enforcement of these Terms or any Terms contemplated by the Terms.

References to "Material Breach" mean any breach of these Terms upon the occurrence of which a reasonable person in the position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.

References to the "Terms" and/or "Agreement," mean this, these Terms of Service as set forth herein.

References to "us," "we," "our," and/or "Thundyr," mean Thundyr, LLC.

References to the "Website" mean the Websites bearing the URLs thundyr.com as well as any other Website owned and/or operated by us.

Reference to the "Services" means software, applications, application program interfaces, software as a service offerings, outputs to all of the foregoing, data, messages, text, images, audio, and video.

References to "you," and/or "User" mean the User of the Website or Services.

Agreement to be Bound

The following Terms of Service, together with the relevant information set out on this Website, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials are subject to the Terms of Service set forth below. Please read them carefully as any use of this Website constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Website you represent that you are at least eighteen (18) years old, have read and understood the Terms of Service, and that you agree to be bound by these Terms of Service as set forth below.

These Terms of Service are subject to the Privacy Policy, which also governs your use of the Website.

Accuracy, Completeness, and Timeliness of Information

We are not responsible if information made available on the Website or Services is not accurate, complete, or current. You acknowledge that the Website and Services are provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. You acknowledge further that any reliance on the Website or Services is at your own risk.

We do not warrant that any errors in the Website or Services will be corrected. Information about products available on the Website and Services is given to us by the seller or other Affiliates, and errors or discrepancies may be present. Thundyr does not aim to verify any of the information provided to us for omissions, accuracy, or completeness. Thundyr is not responsible for the location, availability, pricing, features, performance, options, condition, or status (new, used, certified) of listed products or goods and services found on the Website or Services. Thundyr does not warrant, ensure, or otherwise guarantee any information compiled or contained on the Website or Services, and you should not rely on it without independent verification.

Modifications and Changes to Terms of Service

We may modify, add to, suspend or delete these Terms of Service or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions, or deletions being immediately effective upon their posting to the Website. Your use of the Website or Services after modification, addition, or deletion of these Terms of Service shall be deemed to constitute acceptance by you of the modification, addition, or deletion. However, if you are a Client (see below), then the modified Terms of Service will only take effect upon the next renewal period.

Modifications and Changes to the Website or Services

We may modify, add to, suspend, or delete any aspect of this Website or Services offered by us, in whole or in part, at our sole discretion at any time, with such modifications, additions, or deletions being immediately effective. Such modifications, additions, or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.

Access to Website and Services

Though we try to make the Website and Services available twenty-four (24) hours a day, seven (7) days a week, except for planned downtime for maintenance, we do not warrant that the Website or Services will be at all times available.

We do not warrant that any specific computer, tablet, and/or smartphone will be able to access and/or support the Website or Services.

Right of Refusal, Limitation, Discontinuation, and Termination

We reserve the right to refuse to provide access to the Website or Services for any reason at any time in our sole and exclusive discretion.

Prohibited Uses of Website and Services

In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Website or Services: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the Website or Services; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website or Services; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website or Services. We reserve the right to terminate your use of the Website or Services for violating any of the prohibited uses or for any other reason in our sole and exclusive decision. International users agree to comply with all local laws regarding online conduct and acceptable content. Should you be found to have engaged in an illegal or abusive usage of the Website or Services, Thundyr will suspend your account or usage as applicable.

About the Services We Provide; Not a Vendor, Lending Institution

The Website and Services are an online listing, research, information, and advertising service. The Website and Services operate primarily to help bring together sellers and buyers of products and services by providing related information that enhances the purchasing process. Thundyr does not directly sell products or services to consumers. Thundyr or the Website is not a party to any transaction between sellers and buyers. All discrepancies, concerns, issues, or differences regarding a product or service must be handled with the seller prior to the sale of a product or service. Thundyr does not:

1. Process or collect payments, fees, or transfer the title on behalf of sellers or buyers;
2. Warrant, ensure, or otherwise guarantee any transaction or any product or service between a seller and buyer;
3. Store, warehouse, deliver, transport, repair, service, insure, or warrant any product or service; or
4. Generate consumer reports or act as a consumer reporting agency, as those terms are used in 15 USC § 1681a.

In accordance with the laws in your area, the price, rates, and any other terms of any sale may remain subject to negotiation directly between the seller and the buyer only. The prices listed by sellers or other Affiliates may, among other things, exclude title, license, finance charges, emission validation, regulatory, business documentary, federal/state/local taxes, compliance fees, other fees, and other unlisted costs, any and all of which may be added to the listed price to arrive at the final sale price of a specific product or service.

Thundyr is not a lending institution nor a retailer or service company. Product or service values are not derived by Thundyr and are not an offer to purchase or a guarantee of any type. Your actual price will be determined by the business seller at the time of purchase and will be based on your application and scope of work. Estimated prices quoted through the Website or Services (collectively, the "Estimated Prices") are estimates only and assume that the information you have provided is accurate. Not all applicants will qualify for the Estimated Prices. Actual prices are subject to change without notice. Estimated Prices are not to be construed as an offer to sell, nor is Thundyr an actual retailer or service provider.

Intellectual Property Rights Not Waived

This is an agreement for access to and use of the Website and Services, and you are not granted a license to any software or intellectual property by these Terms of Service or, if applicable, any Signed Contract (see below) unless explicitly described therein. The Website and Services are protected by U.S. and, where applicable, international intellectual property laws. The Website and services belong to us and are the property of us or our licensors (if any). We retain all ownership rights in the Website and Services.

Furthermore, all material displayed or transmitted on this Website or Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (hereinafter "Materials,") are owned by us and/or our licensors (if any) and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws and treaties.

Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Website or Services, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.

You may make a single print copy of any Materials provided by us on the Website or Services for personal, non-commercial use only, provided that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on the Website or Services without our express written permission. All requests for archiving, republication, or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to info@thundyr.com.

You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Website and Services in accordance with these Terms of Service or, if applicable, any Signed Contract unless explicitly described therein. Any of the Materials accessed or downloaded from the Website or through the Services must be accessed or downloaded in accordance with the Terms of Service specified in this Agreement. We reserve any rights not expressly granted under these Terms of Service or any Signed Contract (if applicable).

Submitted Content

This section does not apply to consumer nonpublic personal information ("NPI"). Please take some time to familiarize yourself with our Privacy Policy.

By "submitting" (which includes granting access to) data, advertisements, listings, information, photos, comments, ratings, reviews, materials, or any other content (collectively, the "Content") to the Website, Services, or Thundyr, you hereby grant to Thundyr and its Affiliates a continual, irrevocable, royalty-free, non-exclusive, transferable, sub-licensable, right and license to display, modify, copy, edit, store, manipulate, aggregate, promote, distribute, create derivative works from, perform, and in any way use all such Content in any form, software, media, and/or current or future technology. Content does not include consumer's NPI (as defined by 15 U.S.C. § 6801 through § 6810). Furthermore, you grant Thundyr and its Affiliates a royalty-free license and right to use your corporate or personal name, logo, image, trademark, copyright, information, and likeness in connection with the reproduction or distribution of said Content and waive any moral rights you may have in said Content.

By submitting Content to Thundyr, the Website, or the Services, you hereby warrant and represent that you own or otherwise control all of the rights (including any trademark, trade secret, patent, copyright, or other intellectual property right) to the Content that you submit, you have all necessary rights, authority, and permissions to submit the Content, and your submission does not contain any computer viruses, Trojan horses, worms, or other harmful or destructive computer files or code. You further represent that the Content is accurate. The use of the Content you submit (by you, Thundyr, and/or its Affiliates) does not and will not violate any laws, regulations or rights, and will not cause injury to any entity or person. Furthermore, you agree to indemnify, defend, release and hold harmless Thundyr and its Affiliates, and all of their respective owners, directors, members, officers, managers, employees, agents, affiliates, contractors, representatives, and licensors (collectively, the "Personnel") from any and all damages, claims, demands, costs, and expenses (including legal fees) resulting from Content submitted by you.

Feedback

You may have the opportunity to provide reviews, suggestions, ideas, and feedback, (hereinafter, collectively, "Feedback.") Should you so provide such Feedback you grant us sole ownership of the same, which includes, without limitation, the right for us or any Third Party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User's personal use.

Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions, and the like relating to Thundyr or its initiatives, (hereinafter your "Ideas"). With respect to your Ideas, you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by Third Parties, or independently-developed or considered by us, shall be without obligation to you.

Software and Site Content

Software technology and programming, including, without limitation, all code contained in the Website and Services and all content generated by such code, the Website and Services themselves (collectively, the "Software"), is owned by Thundyr or its Affiliates and is protected by copyright and other intellectual property laws, as well as provisions of international treaties. Any unauthorized access to, reproduction, reverse engineering, redistribution, publication, display, or other use of the Software, Services, or the Website is expressly prohibited and may result in severe civil and/or criminal penalties. Notwithstanding anything to the contrary, header information found in a portion of the Software shall take precedence over the foregoing as to that portion of the Software (e.g., software by an Affiliate that is open source shall remain open source).

All content included on the Website and Services, including, without limitation, graphics, text, logos, images, button icons, digital downloads, audio clips, software, and data compilations, is the property of Thundyr, protected by the United States and international copyright laws. The compilation of all content on the Website and Services is the exclusive property of Thundyr and protected by U.S. and international copyright laws.

Use of Third-Party Tools

We may provide you with access to Third-Party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools "as is" and "as available" without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional Third-Party tools.

Any use by you of optional tools offered through the Website or Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant Third-Party provider(s).

We may also, in the future, offer new services and/or features through the Website or Services, including but not limited to the release of new tools. Such new features and/or services shall also be subject to these Terms of Service.

Third-Party Links

Certain content, products, and services available via our Website or Services may include materials from Third-Parties.

Third-Party links on the Website or Services may direct you to Third-Party websites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any Third-Party materials or websites, or any other materials, products, or services of Third-Parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any Third-Party with whom you connect via the Website or Services. Please review carefully the Third-Party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding Third-Party products should be directed to the Third Party.

Third-Party Advertisements and Promotions

We may, from time to time, run advertisements and promotions from Third-Parties on the Website or Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such Third Party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of Third-Party advertisers on the Website or Services.

Clients and Access

If you are a Thundyr subscriber (a "Client") and have signed an order form or any other contract by and between you and Thundyr ("Signed Contract"), and a discrepancy exists between the Agreement and the Signed Contract, the Signed Contract will control.

You, as a Client, may have the opportunity to create an account with the Website or Services in order to access certain business administrative features. You agree that you will not register under the name of, nor attempt to enter the Website or Services under the name of, another person or entity, that all of the information you provide during the account creation process will be complete and accurate, and that any and all chosen representatives have the authority to conduct business on your behalf. You are responsible for protecting the confidentiality and integrity of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Having created an account with Thundyr does not guarantee permission to visit any and all areas of the Website or Services. You agree you shall not have more than one (1) Account and shall not sell, trade, or transfer that Account to any other person or entity except as provided for herein.

You agree and understand that Thundyr maintains control over your access to the Website and Services. If you have violated an agreement with Thundyr (including this Agreement) or for any other reason whatsoever, Thundyr reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion. If you are so terminated, Thundyr is not required to provide any reason, warning, or refund to you. Upon termination, any right to use or access the Website, Services, Software, or any other of Thundyr's services shall cease.

Invoiced charges are due immediately and reoccurring charges will be due prior to the start of the new period. If applicable, credit cards will be charged prior to the start of any billing period. Unless a term is specified in Subscription Terms, you may cancel at any time. You will not be refunded any amount (pro-rated or otherwise) for the remainder of the unused billing period after cancellation.

You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. Any amount not paid when due will be subject to finance charges equal to 1.5% percent of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less. You will reimburse any costs or expenses, including without limitation, reasonable attorneys' fees to collect any amount not paid when due. Further, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable.

Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible we will invoice you and you will pay that amount. For clarity, we are solely responsible for taxes assessable against us based on our income, property, and employees.

You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. Termination will not release the Client from its fee obligations.

The Client hereby grants Thundyr access to the Client's systems to prepare their product and service inventory and publish information that promotes the Client's products and services to the public.

Clients and Confidentiality

If you are a Client, either you or Thundyr (each a "Discloser") may disclose to the other party (each a "Recipient") information pertaining to either Thundyr, the Services, or the Website ("Purpose") that the Discloser considers confidential ("Confidential Information"). Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, agents, or third-party contractors who need to know it and if they have agreed with either party in writing to keep the information confidential. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is independently developed by Recipient; or (e) relates to information covered by Thundyr's Privacy Policy. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice. This Section will continue for 4 years after you cease to be a Client.

Thundyr may identify Client in its marketing efforts.

The breach of this Section will cause irreparable harm to the other party and monetary damages may not be a sufficient remedy for unauthorized disclosure of the Confidential Information. If the breaching party discloses the Confidential Information in violation of this agreement, the other party may, without waiving any other rights or remedies and without posting a bond or other security, seek an injunction, specific performance, or another equitable remedy to prevent competition or further disclosure, and may pursue other legal remedies.

DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

(A) YOU AGREE THAT USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. NEITHER US NOR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS WARRANT THAT THE USE OF THE WEBSITE OR SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION PROVIDED.

(B) ANY INFORMATION PROVIDED VIA THE WEBSITE OR SERVICES, DOWNLOADABLE SOFTWARE, PRODUCTS OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE AND, IF APPLICABLE, ANY SIGNED CONTRACT.

(C) ALTHOUGH ALL INFORMATION AND MATERIALS CARRIED ON THE WEBSITE AND SERVICES IS BELIEVED TO BE RELIABLE, WE MAKE NO REPRESENTATIONS, NEITHER EXPRESSLY NOR IMPLIEDLY, AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE WEBSITE OR SERVICES.

(D) IN NO EVENT SHALL WE OR OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PROFESSIONAL LIABILITY DAMAGES, MALPRACTICE LOSSES, AND DAMAGES, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF INFORMATION, LOSS OF REVENUE, LOSS OF PHOTOGRAPHS, PERSONAL INJURY OR DEATH, PROPERTY DAMAGE, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

(E) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE WEBSITE OR SERVICES YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE WEBSITE OR SERVICES.

(F) OUR LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF OUR AFFILIATES AND ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS AND NO/CENTS ($100.00) WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

The above limitations shall survive these Terms and the Signed Contract (if applicable) and inure to the benefit of us and our affiliates, directors, officers, members, employees, contractors, parents, subsidiaries, agents, third-party content providers, licensors, and any purchasing person or entity in the event that we are sold, in whole or in part, and/or restructured.

INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES NOR ANY RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, CONTRACTORS, PARENTS, SUBSIDIARIES, AGENTS, THIRD-PARTY CONTENT PROVIDERS AND LICENSORS FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE WEBSITE OR SERVICES AND/OR; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT OR ANY SIGNED CONTRACT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATIONS OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; OR (E) THE UNAUTHORIZED USE OF THE WEBSITE OR SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION.

Governing Law

The Agreement and any Signed Contract (if applicable) has been made in and will be construed in accordance with the laws of the State of North Carolina, without regard to its conflicts of law provisions. You hereby consent to personal jurisdiction in the federal and state courts of Mecklenburg County, North Carolina, and waive any objection based on forum non-conveniens. Although Thundyr may bring suit in any court that has jurisdiction within the applicable statute of limitations, you hereby agree that any cause of action you may have with respect to the Website or Services must be exclusively filed in the federal or state courts located in Mecklenburg County, North Carolina within one (1) year after the cause of action arises or the cause is barred. You and Thundyr expressly and knowingly WAIVE THE RIGHT TO TRIAL BY JURY. This means that any and all claims against each other will be resolved by a judge rather than a jury. As a condition of using the Website or Services, you agree that all causes of action connected with or arising out of the Website or Services shall be individually resolved, without resorting to any form of class action.

Affiliate Disclosure

We may have an affiliate relationship with Third-Parties and affiliates to whose products we link and promote through the Website or Services. Because of this relationship, we may earn a commission on products purchased by a User from a Third-Party affiliate.

Different and Conflicting Terms

We reserve the right, but assume no obligation, to agree to different or conflicting Terms of Service with respect to any User. Any such Terms of Service will not be enforceable unless specifically agreed to by us.

Authority

Each Party represents and warrants to the other that: (i) it has the full corporate right and authority to perform the acts and obligations required of it under this Agreement and any Signed Contract (if applicable); (ii) its performance under this Agreement and any Signed Contract (if applicable) shall not violate any agreement to which it is a party or by which it is bound; and (iii) this Agreement and any Signed Contract (if applicable) constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms.

Waiver

Any waiver of a right under these Terms of Service or, if applicable, any Signed Contract, shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

Force Majeure

We shall not be bound to meet any obligation if prevented from doing so as a consequence of Acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood, earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible, both without undue delay.

Assignment

We shall have the right to assign and/or transfer these Terms of Service and, if applicable, any Signed Contract, and our rights and obligations thereunder to any Third Party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer Your rights or sub-contract or delegate the performance of any of its obligations under these Terms of Service or, if applicable, any Signed Contract without our prior written consent in our sole and exclusive discretion.

Rights of Third Parties

These Terms and, if applicable, any Signed Contract do not give any right to any Third Party unless explicitly stated herein.

Relationship of the Parties

The Parties are independent contractors under these Terms and, if applicable, any Signed Contract, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between them. Neither Party has authority to enter into Terms of any kind in the name of the other Party.

Severability

If any part of this Agreement or any Signed Contract (if applicable) is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreements will continue in effect.

Additional Services

We reserve the right, in our sole discretion and from time to time, to offer programs, products, or services with unique Terms of Service that are separate from and may supersede or supplement in certain respects these Terms. In such cases, your use of the Website or Services with respect to such special program is governed by these Terms together with the Terms of Service of such program, product, or service.

Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to Thundyr, LLC, Attn: Privacy Officer, PO Box 251, Matthews, NC 28106, and, in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after such email is sent unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid, and return receipt requested, to the address provided to us upon registration for use of a service. In such case, notice shall be deemed given three days after the date of mailing.

Updates

From time to time, we may update these Terms of Service by prominently posting a notice of update to the Website and contacting you at the email you provided upon registration, if applicable, so we encourage you to review them often.