Terms of Service

1. Acceptance of Terms

Welcome to ThryvHQ! These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "Customer") and ThryvHQ ("ThryvHQ," "we," "us," or "our") regarding your access to and use of our AI receptionist services, website, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use our Services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms, and "you" and "your" will refer to that entity.

2. Description of Services

ThryvHQ provides AI-powered receptionist services that enable businesses to:

• Answer incoming phone calls 24/7

• Schedule appointments and manage calendars

• Answer frequently asked questions

• Collect customer information and messages

• Provide call summaries and follow-up notifications

• Integrate with third-party business tools

Our Services use artificial intelligence technology to handle phone communications on behalf of your business. The AI receptionist is designed to provide professional, conversational responses to your callers.

Important Notice About Third-Party Platforms: ThryvHQ's Services are built on and utilize third-party technology platforms and infrastructure providers. While we configure, customize, and manage these services for you, certain aspects of the underlying technology are provided by our technology partners. We are responsible for the service delivery and customer experience, but some technical limitations or service interruptions may be outside of our direct control.

3. Account Registration and Eligibility

3.1 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements.

3.2 Account Creation

To use our Services, you must create an account by providing accurate, complete, and current information, including:

• Business name and contact information

• Valid email address and phone number

• Payment information

• Business details necessary to configure your AI receptionist

3.3 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials

• All activities that occur under your account

• Notifying us immediately of any unauthorized access or security breach

You may not share your account credentials or allow others to access your account. ThryvHQ is not liable for any loss or damage arising from your failure to maintain account security.

3.4 Accurate Information

You agree to provide accurate and truthful information and to update your account information promptly if it changes. Providing false or misleading information may result in account suspension or termination.

4. Acceptable Use Policy

4.1 Permitted Use

You agree to use our Services only for lawful business purposes and in compliance with these Terms and all applicable laws and regulations.

4.2 Prohibited Activities

You may NOT use our Services to:

Illegal or Harmful Activities:

• Engage in illegal activities or promote unlawful conduct

• Harass, threaten, intimidate, or harm others

• Violate any local, state, national, or international law

• Impersonate any person or entity or misrepresent your affiliation

• Engage in fraudulent activity or misrepresent your business

Telecommunications Law Violations:

• Transmit spam, unsolicited calls, or automated marketing without proper consent

• Violate the Telephone Consumer Protection Act (TCPA) or similar laws

• Call numbers on do-not-call lists

• Make calls outside of permitted hours

• Fail to provide proper caller identification

• Record or monitor conversations without proper consent and disclosure as required by law

Data and Privacy Violations:

• Collect or store personal information without proper consent

• Violate any person's privacy rights

• Access or collect data through unauthorized means

System Abuse:

• Distribute malware, viruses, or harmful code

• Interfere with or disrupt our Services, servers, or networks

• Attempt to gain unauthorized access to our systems or accounts

• Use automated systems (bots, scripts) to access Services in ways not intended

• Overload or attempt to overload our infrastructure

• Circumvent any security features or access controls

Intellectual Property Violations:

• Use our Services to compete with ThryvHQ or build similar products

• Reverse engineer, decompile, or attempt to extract source code

• Remove or modify any proprietary notices or labels

• Copy, reproduce, or distribute our software or technology

Reputation and Business Harm:

• Use our Services in any way that could damage our reputation or goodwill

• Make false or misleading statements about ThryvHQ

• Use our Services for high-risk activities (emergency services, medical advice, etc.)

4.3 TCPA and Telecommunications Compliance

You are solely responsible for complying with the Telephone Consumer Protection Act (TCPA), state telemarketing laws, and all other applicable telecommunications regulations. This includes:

• Obtaining proper express written consent before contacting consumers on their mobile phones

• Maintaining internal do-not-call lists and honoring opt-out requests

• Providing clear opt-out mechanisms in all communications

• Following calling time restrictions (typically 8 AM - 9 PM local time)

• Properly identifying your business on all calls

• Maintaining records of consent and compliance

Call Recording Laws: You are responsible for complying with federal and state call recording laws, which may require one-party or two-party consent. Many states require you to inform callers that calls are being recorded. ThryvHQ provides tools to help with compliance (such as recording disclosure messages), but you are ultimately responsible for legal compliance.

ThryvHQ is not responsible for your violations of TCPA, call recording laws, or similar regulations. You agree to indemnify ThryvHQ for any claims, fines, or damages arising from your non-compliance.

4.4 Enforcement

We reserve the right to investigate violations of these Terms and to take appropriate action, including:

• Issuing warnings

• Suspending or terminating your account without refund

• Removing content or restricting features

• Reporting violations to law enforcement

• Taking legal action to protect our rights

5. Service Plans and Pricing

5.1 Subscription Plans

ThryvHQ offers various subscription plans with different features, usage limits, and pricing. Current pricing and plan details are available on our website at [your website].

5.2 Free Trials

We may offer free trials for new customers, typically lasting two weeks. Free trial terms:

• Free trials are subject to these Terms and any additional trial-specific terms

• No credit card required unless converting to a paid plan

• We may limit features or usage during free trials

• We reserve the right to modify, limit, or discontinue free trial offers at any time

• Only one free trial per customer or business

• We may terminate free trials for violations of these Terms

5.3 Fees and Payment

Pricing and Billing:

• All fees are in U.S. Dollars unless otherwise stated

• Subscription fees are billed in advance on a recurring basis (monthly or annually)

• You authorize us to automatically charge your payment method on file

• Prices are subject to change with 30 days' advance notice

• You are responsible for any applicable taxes

Payment Processing:

• We use third-party payment processors to handle transactions securely

• You must provide current, complete, and accurate payment information

• You agree to update payment information promptly if it changes

• Failed payments may result in service suspension or termination

Refund Policy:

• All fees are non-refundable except as expressly stated in these Terms or required by law

• No refunds for partial months or unused time

• No refunds if we terminate your account for cause

• If you are dissatisfied during a free trial, cancel before the trial ends to avoid charges

5.4 Usage-Based Charges

Some plans may include usage-based charges (such as per-minute fees for calls exceeding plan limits). Usage charges:

• Are calculated based on actual usage during the billing period

• Are billed in arrears (after usage occurs)

• Are shown in your account dashboard

• May be subject to overage fees if you exceed plan limits

5.5 Late Payment and Failed Charges

If payment fails or is late:

• We may suspend your access to Services immediately until payment is received

• You remain responsible for all unpaid fees plus any collection costs and reasonable attorneys' fees

• We may charge a late fee as permitted by law (typically $25 or 1.5% per month)

• We may terminate your account after repeated payment failures

• Your phone number may be released and become unavailable

5.6 Price Changes

We may change our pricing at any time. For existing customers:

• We will provide at least 30 days' advance notice of price increases

• Notice will be sent via email to your account email address

• Price changes take effect at your next renewal after the notice period

• You may cancel before the new pricing takes effect if you disagree with the change

5.7 Taxes

You are responsible for all applicable sales, use, value-added, withholding, and other taxes except for taxes based solely on ThryvHQ's income. If we are required to collect or pay taxes on your behalf, they will be charged to you.

6. Service Modifications and Availability

6.1 Changes to Services

We reserve the right to modify, update, suspend, or discontinue any aspect of our Services at any time, with or without notice, including:

• Adding or removing features

• Changing functionality or user interface

• Modifying usage limits or restrictions

• Updating our AI technology and capabilities

• Changing integrations with third-party services

We will attempt to provide advance notice of material changes when reasonably possible.

6.2 Service Availability

While we strive to provide reliable service, we do not guarantee that our Services will be:

• Available at all times without interruption

• Error-free or completely secure

• Free from bugs, technical issues, or other problems

• Compatible with all devices, networks, operating systems, or configurations

• Able to handle all call types or situations perfectly

Service Level: We aim for high availability but do not guarantee any specific uptime percentage. Our Services depend on third-party platforms and infrastructure, which may experience outages or issues beyond our control.

6.3 Maintenance and Downtime

We may perform scheduled or emergency maintenance that temporarily interrupts service:

• We will attempt to provide advance notice for scheduled maintenance when possible

• Emergency maintenance may occur without notice

• We are not liable for any losses resulting from service interruptions for maintenance

• Maintenance windows do not entitle you to refunds or service credits

6.4 Third-Party Dependencies

Important: Our Services rely on third-party technology platforms, telecommunications providers, AI services, and infrastructure providers. We are not responsible for:

• Third-party service outages, errors, or degraded performance

• Changes to third-party APIs, services, or pricing

• Discontinuation of third-party services we integrate with

• Third-party terms, policies, or practices

• Third-party data breaches or security issues

While we work diligently to select reliable partners and minimize disruptions, you acknowledge that some service interruptions or limitations may result from third-party issues outside our control.

6.5 Phone Number Provisions

If we provide you with a phone number for your AI receptionist:

• Phone numbers are leased, not owned by you

• We may change or reassign your number with reasonable notice if required by our telecommunications providers

• If you terminate service, you may lose access to your phone number

• We cannot guarantee number portability to other providers

• You are responsible for updating your business listings and marketing materials if your number changes

7. Your Content and Data

7.1 Ownership of Your Data

You retain all ownership rights to the data you submit to our Services and the data generated through your use of our Services ("Your Content"), including:

• Call recordings and transcriptions

• Customer contact information

• Business information and configurations

• Appointment data and calendar information

• Conversation summaries and call logs

• Custom scripts and frequently asked questions

7.2 License to ThryvHQ

You grant ThryvHQ a limited, non-exclusive, worldwide, royalty-free license to:

• Use, store, process, transmit, and display Your Content

• Provide and operate our Services

• Improve our AI technology and Services (using only aggregated, anonymized data)

• Comply with legal obligations

This license terminates when you delete Your Content or close your account, except for:

• Data we must retain for legal, regulatory, or compliance purposes

• Data in backups (which will be deleted according to our retention schedule)

• Aggregated, anonymized data that cannot identify you or your customers

7.3 Your Responsibilities for Your Content

You are solely responsible for:

• The accuracy, quality, legality, and appropriateness of Your Content

• Obtaining all necessary rights, permissions, licenses, and consents for Your Content

• Ensuring Your Content complies with all applicable laws and regulations

• Obtaining proper consent from callers for call recording (see Section 4.3)

• Not uploading or transmitting illegal, offensive, or infringing content

• Backing up Your Content (we recommend maintaining your own backups)

You represent and warrant that:

• You own or have rights to all Your Content

• Your Content does not violate any laws or third-party rights

• You have obtained all necessary consents for data collection and processing

7.4 Call Recording Consent and Compliance

Critical Legal Requirement: Federal and state laws regulate call recording. In many states, you must:

• Inform callers that calls are being recorded

• Obtain consent before recording

• Use proper disclosure language ("This call may be recorded...")

Your Obligations:

• You are responsible for determining which call recording laws apply to your business

• You must configure appropriate recording disclosures in your AI receptionist settings

• You must comply with all applicable call recording laws

• You must maintain records of consent where required

ThryvHQ's Role: We provide tools to help with compliance (such as customizable recording disclosure messages), but we do not provide legal advice and cannot ensure your compliance.

You agree to indemnify and hold ThryvHQ harmless from any claims, fines, damages, or losses arising from your failure to comply with call recording laws.

7.5 Data Use and Privacy

We process Your Content in accordance with our Privacy Policy. Key points:

• We use Your Content only to provide Services to you and improve our AI for your specific account

• We do not use Your Content to train general-purpose AI models

• We do not sell Your Content or share it with other customers

• We do not use customer phone numbers for our own marketing purposes

• We may use aggregated, anonymized data for analytics and service improvements

7.6 Data Access and Portability

You can access Your Content through your account dashboard at any time. You may export your data in standard formats. We will assist with data export upon request.

7.7 Data Deletion

Upon account termination or at your written request, we will delete Your Content within 30 days, except for:

• Data we must retain for legal, compliance, tax, or regulatory purposes

• Data in backups (deleted according to our backup retention schedule, typically 90 days)

• Aggregated or anonymized data that cannot identify you

• Data necessary to resolve disputes or enforce these Terms

To request data deletion, contact us at [email protected].

8. Intellectual Property Rights

8.1 ThryvHQ Property

The ThryvHQ brand, website, user interface, custom configurations, documentation, and materials we create ("ThryvHQ Property") are owned by ThryvHQ or licensed to us and are protected by copyright, trademark, patent, and other intellectual property laws.

8.2 Third-Party Technology

Our Services utilize third-party technology platforms and software owned by our technology partners. You acknowledge that:

• We do not own the underlying AI technology or telecommunications infrastructure

• Our technology partners retain all rights to their platforms and software

• Your use of our Services does not grant you any rights to third-party technology

• Third-party technology is subject to the terms and conditions of those providers

8.3 Limited License to You

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use our Services for your internal business purposes, subject to these Terms. This license does NOT include:

• Any right to reproduce, distribute, modify, or create derivative works

• Any resale, sublicense, or commercial exploitation of our Services

• Any right to access or use our Services to build competitive products

• Any collection or use of product listings, descriptions, or data through scraping

• Any use of data mining, robots, or similar data gathering tools

• Any rights to reverse engineer or access source code

• Any rights to our or our partners' proprietary technology

8.4 Trademarks

"ThryvHQ" and related logos, trademarks, and service marks are the property of ThryvHQ. You may not use our trademarks without our prior written consent. Third-party trademarks mentioned in connection with our Services are the property of their respective owners.

8.5 Feedback and Suggestions

If you provide feedback, suggestions, ideas, or recommendations about our Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, and incorporate that Feedback into our Services without any obligation or compensation to you.

8.6 Copyright Infringement Claims

If you believe any content on our Services infringes your copyright, please contact us at [email protected] with:

• Identification of the copyrighted work

• Identification of the infringing material

• Your contact information

• A statement of good faith belief

• A statement under penalty of perjury that the information is accurate

• Your physical or electronic signature

9. Confidentiality

9.1 Confidential Information

Each party may have access to confidential information of the other party, including:

• Business plans, strategies, and operations

• Technical information and processes

• Customer data and business relationships

• Pricing and financial information

• Proprietary technology and trade secrets

Both parties agree to:

• Keep confidential information strictly confidential

• Use it only for purposes authorized by these Terms

• Not disclose it to third parties without prior written consent

• Protect it with at least the same care used for their own confidential information

• Return or destroy it upon termination

9.2 Exceptions

Confidential information does not include information that:

• Is or becomes publicly available through no fault of the receiving party

• Was already known to the receiving party without confidentiality obligations

• Is independently developed without use of confidential information

• Is rightfully received from a third party without confidentiality restrictions

• Must be disclosed pursuant to law or court order (with notice when possible)

10. Disclaimers and Warranties

10.1 Services Provided "AS IS"

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY

• WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE

• WARRANTIES OF NON-INFRINGEMENT

• WARRANTIES OF TITLE

• WARRANTIES THAT USE WILL BE UNINTERRUPTED OR ERROR-FREE

• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR QUALITY

10.2 AI Technology Limitations

You expressly acknowledge and agree that:

• AI technology is not perfect and may make errors, misunderstand callers, or provide incorrect information

• AI-generated responses may not always be accurate, appropriate, or suitable for your specific situation

• The AI may not handle all call types, accents, languages, or complex situations perfectly

• AI technology continues to evolve and improve, but limitations exist

• You should monitor and review AI interactions regularly

• You remain responsible for your customer relationships and the quality of service provided

• We do not guarantee specific results, call completion rates, or customer satisfaction levels

The AI receptionist is a tool to assist your business, not a replacement for human judgment.

10.3 Third-Party Technology Disclaimer

Because our Services rely on third-party technology platforms and infrastructure:

• We do not warrant the performance, reliability, or availability of third-party services

• We are not responsible for third-party outages, errors, or changes

• Service quality may be affected by factors outside our control

• We make no warranties regarding third-party integrations, APIs, or platforms

10.4 No Professional Advice

Our Services do not provide and should not be used for:

• Legal, medical, financial, or other professional advice

• Emergency services or crisis intervention

• High-stakes decision-making requiring human judgment

• Situations where errors could result in serious harm

Any information provided by our AI receptionist is for general informational purposes only and should not be relied upon as professional advice.

10.5 Phone and Telecommunications Disclaimer

We do not guarantee:

• Call quality, clarity, or connectivity

• Successful call completion or connection rates

• Availability of specific phone numbers

• Compatibility with all phone systems or carriers

• SMS/text message delivery rates

10.6 No Guarantee of Results

We make no guarantees regarding:

• Increased sales, revenue, or business growth

• Customer satisfaction or retention

• Number of calls answered or leads generated

• Time saved or efficiency improvements

• Return on investment

Your results will vary based on many factors outside our control.

10.7 Your Responsibility

YOU USE OUR SERVICES AT YOUR OWN RISK. You are responsible for:

• Determining whether our Services are suitable for your business

• Monitoring AI performance and customer interactions

• Ensuring compliance with all applicable laws

• Maintaining appropriate insurance coverage

• Having backup plans for critical business functions

11. Limitation of Liability

11.1 Maximum Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THRYVHQ'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, OUR SERVICES, OR YOUR USE THEREOF, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNT YOU PAID TO THRYVHQ IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR

(B) ONE HUNDRED DOLLARS ($100)

11.2 Excluded Damages

IN NO EVENT SHALL THRYVHQ, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR TECHNOLOGY PARTNERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, income, or business opportunities

• Loss of data, information, or content

• Loss of business goodwill or reputation

• Cost of substitute services or replacement technology

• Business interruption or downtime

• Loss of customers or customer relationships

• Missed calls, appointments, or business opportunities

• Regulatory fines or penalties (including TCPA violations)

• Damages resulting from third-party claims

• Damages resulting from AI errors or mistakes

• Damages resulting from service outages or interruptions

EVEN IF THRYVHQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.3 Basis of the Bargain

You acknowledge and agree that:

• These limitations of liability are an essential part of the agreement between you and ThryvHQ

• Our pricing reflects these limitations

• We would not provide Services at current pricing without these limitations

• These limitations allocate risks between the parties

• These limitations will apply even if any limited remedy fails of its essential purpose

11.4 State Law Variations

Some jurisdictions do not allow certain limitations of liability or exclusions of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by applicable law.

11.5 Third-Party Claims

ThryvHQ is not liable for any damages arising from:

• Third-party technology platforms or service providers

• Telecommunications carriers or phone service providers

• Integration partners or their services

• Actions or omissions of third parties

• Your customers' claims or complaints

11.6 Force Majeure

We are not liable for any failure or delay in performance due to causes beyond our reasonable control, including:

• Acts of God, natural disasters, epidemics, pandemics

• War, terrorism, riots, civil unrest, acts of government

• Fire, flood, earthquake, explosion

• Internet, telecommunications, or utility failures

• Labor disputes, strikes, lockouts

• Third-party service provider failures or outages

• Cyberattacks, hacking, or security breaches

12. Indemnification

12.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless ThryvHQ, our affiliates, technology partners, and our respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising out of or relating to:

Your Use of Services:

• Your use or misuse of our Services

• Your violation of these Terms

• Your violation of any laws or regulations

• Your negligent or wrongful conduct

Your Content and Data:

• Your Content or data you submit to our Services

• Claims that Your Content infringes third-party rights

• Claims arising from Your Content (defamation, privacy violations, etc.)

Compliance Violations:

• Your failure to comply with TCPA or telecommunications laws

• Your failure to obtain proper call recording consents

• Your failure to honor do-not-call requests or opt-outs

• Your violation of consumer protection laws

• Regulatory fines or penalties assessed against you

Customer and Third-Party Claims:

• Claims by your customers or callers

• Claims arising from AI interactions with your customers

• Claims related to appointments, bookings, or scheduling

• Claims related to information provided by the AI receptionist

Business Operations:

• Your business practices or service delivery

• Claims by your employees, contractors, or partners

• Your marketing or advertising practices

12.2 Indemnification Process

If we seek indemnification from you:

• We will promptly notify you of the claim

• You will have control of the defense and settlement (with our approval for settlements affecting us)

• We may participate in the defense at our own expense

• You will not settle any claim without our prior written consent if it affects our rights or requires us to admit fault

• You will keep us informed of the status

12.3 Our Right to Defend

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of such claims.

13. Term and Termination

13.1 Term

These Terms begin when you create an account or first use our Services and continue until terminated by either party as described below.

13.2 Your Subscription Term

Your paid subscription continues on a recurring basis (monthly or annually) until:

• You cancel your subscription

• We terminate your account

• You fail to pay fees when due

13.3 Termination by You

Cancellation Process:

• You may cancel your subscription at any time through your account settings

• You may also contact our customer support to request cancellation

• Cancellation takes effect at the end of your current billing period

• You remain responsible for all fees incurred through the end of the billing period

• No refunds or prorated refunds for early cancellation

Effect of Cancellation:

• You will retain access through the end of your paid period

• After cancellation, you will lose access to all Services and Your Content

• Your phone number may be released and become unavailable

• We will retain Your Content for 30 days after cancellation, then delete it

13.4 Termination by ThryvHQ

We may suspend or terminate your account immediately, without notice or refund, if:

• You violate these Terms or our Acceptable Use Policy

• Your payment fails or your account is past due for more than 7 days

• You engage in fraudulent, illegal, or abusive activity

• Your use poses a security risk, harms our Services, or harms other customers

• You violate laws or regulations (including TCPA or call recording laws)

• We receive legal demands requiring termination

• You repeatedly receive customer complaints

• We reasonably believe you are using Services for prohibited purposes

We may terminate your account with 30 days' notice if:

• We discontinue Services generally (with option for prorated refund)

• We discontinue your specific Service plan

• We elect not to renew your subscription

Suspension vs. Termination:

• Suspension temporarily restricts access while we investigate or resolve issues

• During suspension, you remain responsible for fees

• Suspension may become termination if issues are not resolved

• We may terminate without suspension for serious violations

13.5 Effect of Termination

Upon termination of your account for any reason:

Immediate Effects:

• Your right to access and use our Services immediately ceases

• Your phone number is released and may become unavailable

• You lose access to Your Content and account dashboard

• Any pending appointments or scheduled calls are cancelled

Financial Obligations:

• You remain responsible for all fees incurred prior to termination

• You remain responsible for all outstanding fees, late charges, and collection costs

• No refunds for prepaid fees (except as required by law or if we terminate without cause)

• You must pay all amounts due within 30 days

Data and Content:

• We will retain Your Content for 30 days to allow you to export it

• After 30 days, we will delete Your Content (except as required by law)

• You are responsible for exporting Your Content before termination

• We are not obligated to provide Your Content after the 30-day period

13.6 Survival

The following sections survive termination of these Terms:

• Payment obligations

• Intellectual Property Rights

• Confidentiality

• Disclaimers and Warranties

• Limitation of Liability

• Indemnification

• Dispute Resolution

• General Provisions

14. Dispute Resolution

14.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or our Services shall be governed by the laws of the Commonwealth of Virginia, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Informal Resolution Requirement

Before filing any legal claim, you agree to first contact us to attempt informal resolution.

• Send a written notice describing the dispute to: [email protected]

• Include your name, account information, description of the dispute, and desired resolution

• We will attempt to resolve the matter through good faith negotiation

• Both parties agree to negotiate in good faith for at least 30 days before pursuing formal proceedings

• This requirement does not affect your right to seek emergency injunctive relief

14.3 Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

If we cannot resolve a dispute through informal resolution, you and ThryvHQ agree that any dispute, claim, or controversy arising out of or relating to these Terms or our Services shall be resolved through binding arbitration rather than in court, except as provided below.

Exceptions to Arbitration:

Either party may bring the following claims in court instead of arbitration:

• Claims in small claims court (if they qualify and remain in small claims court)

• Claims seeking injunctive or equitable relief for intellectual property infringement

• Claims seeking injunctive or equitable relief for violations of confidentiality obligations

• Claims to compel arbitration or enforce an arbitration award

Arbitration Procedures:

• Arbitration will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules

• The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision

• Arbitration will be conducted by a single neutral arbitrator

• The arbitration will take place in Virginia or remotely by video conference

• The arbitrator will apply applicable substantive law consistent with the FAA

• The arbitrator may award any relief that a court could award, including attorneys' fees when authorized by law

• The arbitrator's decision will be final and binding

• Judgment on the award may be entered in any court of competent jurisdiction

Arbitration Fees:

• AAA filing fees and arbitrator compensation will be split equally between the parties

• Each party is responsible for its own attorneys' fees and costs, unless the arbitrator awards them to the prevailing party

• If you demonstrate financial hardship, we may agree to pay your share of arbitration costs

Arbitration Award:

• The arbitrator must issue a written decision explaining the factual and legal basis for the award

• The arbitrator's decision is final and binding (subject to very limited judicial review)

• Either party may seek to confirm the award in court

14.4 Class Action Waiver

YOU AND THRYVHQ AGREE THAT DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

YOU WAIVE ANY RIGHT TO:

• Participate in a class action lawsuit

• Participate in a class arbitration

• Participate in a representative action or consolidated proceeding

• Act as a private attorney general

• Join your claim with claims of other persons or entities

This class action waiver is an essential part of this arbitration agreement. If this class action waiver is found to be unenforceable, then the entire arbitration agreement (Section 14.3) shall be null and void, but the remainder of these Terms will remain in effect.

14.5 Jury Trial Waiver

TO THE EXTENT ARBITRATION DOES NOT APPLY, YOU AND THRYVHQ EACH WAIVE THE RIGHT TO A TRIAL BY JURY.

Any dispute not subject to arbitration shall be decided by a judge sitting without a jury.

14.6 One-Year Limitation Period

YOU AND THRYVHQ AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ARISES. Otherwise, the claim is permanently barred.

14.7 Opt-Out Right

You have the right to opt out of this arbitration agreement.

If you do not wish to be bound by the arbitration and class action waiver provisions:

• You must send written notice to [email protected] within 30 days of first accepting these Terms

• Your notice must include: your name, address, email, phone number, and a clear statement that you wish to opt out of the arbitration agreement

• If you opt out, neither you nor ThryvHQ can require the other to participate in arbitration

• Opting out does not affect any other provisions of these Terms

14.8 Changes to Dispute Resolution

If we make material changes to this Dispute Resolution section, we will notify you. Changes do not apply to disputes that arose before the effective date of the change.

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, any order forms, and any other policies or agreements expressly incorporated by reference, constitute the entire agreement between you and ThryvHQ regarding our Services and supersede all prior or contemporaneous agreements, communications, and proposals (whether oral, written, or electronic) between you and ThryvHQ.

15.2 Modifications to Terms

We may modify these Terms at any time.

• We will post updated Terms on our website with a new "Last Updated" date

• For material changes, we will notify you via email or through our Services at least 30 days before they take effect

• Your continued use of our Services after changes become effective constitutes acceptance of the modified Terms

• If you do not agree to modified Terms, you must stop using our Services and cancel your account

What Constitutes Material Changes:

• Changes to pricing or payment terms

• Changes to limitations of liability or disclaimers

• Changes to dispute resolution or arbitration provisions

• Significant reductions in functionality or features

15.3 Waiver and Severability

Waiver: Our failure to enforce any provision of these Terms, or our delay in doing so, does not constitute a waiver of that provision or our right to enforce it later. Any waiver must be in writing and signed by ThryvHQ.

Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction:

• That provision will be modified to the minimum extent necessary to make it valid and enforceable

• If it cannot be modified, it will be severed from these Terms

• The remaining provisions will continue in full force and effect

• The invalid provision will be replaced with a valid provision that most closely matches the intent of the original

15.4 Assignment and Transfer

Your Rights: You may not assign, transfer, delegate, or sublicense these Terms or your account to any other person or entity without our prior written consent. Any attempted assignment without consent is void.

Our Rights: We may assign or transfer these Terms and our rights and obligations at any time without your consent, including:

• To any affiliate or subsidiary

• In connection with a merger, acquisition, or sale of assets

• In connection with any reorganization or change of control

• To any successor or purchaser of our business

If we assign these Terms, your rights and obligations will transfer to the assignee.

15.5 No Third-Party Beneficiaries

These Terms are for the benefit of you and ThryvHQ only. No other person or entity has any rights under these Terms. This includes:

• Our technology partners and service providers

• Your customers or callers

• Your employees or contractors

However, our affiliates, officers, directors, employees, and agents are intended third-party beneficiaries of the limitation of liability and indemnification provisions.

15.6 Force Majeure

Neither party will be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including:

• Acts of God, natural disasters, epidemics, pandemics

• War, terrorism, riots, civil unrest, acts of government

• Fire, flood, earthquake, explosion

• Internet failures, power outages, telecommunications failures

• Labor disputes, strikes, lockouts

• Third-party service provider failures or outages

• Cyberattacks, hacking, or security breaches

The affected party must:

• Notify the other party promptly

• Use reasonable efforts to minimize the impact

• Resume performance as soon as reasonably possible

If force majeure continues for more than 30 days, either party may terminate these Terms without liability.

15.7 Relationship of the Parties

You and ThryvHQ are independent contractors. These Terms do not create:

• A partnership, joint venture, or agency relationship

• An employment relationship

• A franchise relationship

• Any fiduciary duties

Neither party has authority to bind the other or make commitments on the other's behalf.

15.8 Notices

How to Provide Notice:

All notices under these Terms must be in writing and will be deemed given when:

• Delivered personally

• Sent by certified or registered mail, return receipt requested

• Sent by recognized overnight courier service

• Sent by email (with confirmation of delivery)

Your Notice Address:

• Email: [email protected]

• Mail: [Your Business Address]

Our Notice to You:

• Email: To the email address associated with your account

• Through our Services: Via dashboard notification or in-app message

• Mail: To the billing address on your account

You agree to keep your email address and mailing address current and to check for notices regularly.

Electronic Notices: You consent to receive notices electronically. Electronic notices satisfy any legal requirement that notices be in writing.

15.9 Language

These Terms are written in English. Any translation is provided for convenience only. In the event of any conflict between the English version and a translation, the English version controls.

15.10 Headings

The section and paragraph headings in these Terms are for convenience only and do not affect the interpretation of these Terms.

15.11 Export Compliance

You agree to comply with all applicable export and import control laws and regulations, including:

• U.S. Export Administration Regulations

• International Traffic in Arms Regulations

• Economic sanctions programs administered by OFAC

You represent that you are not:

• Located in a country embargoed by the United States

• Listed on any U.S. government list of prohibited or restricted parties

• Subject to any restrictions that would prohibit you from using our Services

15.12 Government Users

If you are a U.S. federal, state, or local government entity:

• Our Services are "commercial items" as defined at 48 C.F.R. 2.101

• Your rights are subject to these Terms

• Your use constitutes agreement to these Terms

• Commercial computer software and documentation are licensed under restricted rights

15.13 Mobile and SMS Terms

If you provide a mobile phone number:

• You consent to receive calls and text messages from us at that number

• You consent to receive automated/prerecorded calls and texts (where permitted)

• Standard message and data rates may apply

• You may opt out by replying STOP or contacting us

• We are not responsible for carrier delays or undelivered messages

15.14 Feedback and Testimonials

If you provide testimonials, reviews, or feedback about our Services:

• You grant us a perpetual, worldwide license to use, reproduce, and display it

• We may use it in marketing materials, on our website, or in advertising

• We may edit it for length or clarity

• You waive any moral rights in the testimonial

15.15 No Resale or Unauthorized Use

You may not:

• Resell or redistribute our Services

• Offer our Services on a service bureau or time-sharing basis

• Use our Services to provide services to third parties

• White-label or rebrand our Services

• Use our Services for benchmarking or competitive analysis

15.16 Billing Disputes

If you believe you've been incorrectly billed:

• Contact us within 60 days of the charge

• Provide details of the disputed charge

• We will investigate and respond within 30 days

• We may issue credits or refunds for valid billing errors

Failure to notify us of billing errors within 60 days constitutes acceptance of the charges.

15.17 Recording of Support Calls

We may record customer support calls for quality assurance and training purposes. By contacting our support team by phone, you consent to recording.

15.18 Account Inactivity

If your account is inactive (no login, no calls, no payments) for 6 months or more:

• We may terminate your account

• We may delete Your Content

• We may release your phone number

• We will attempt to notify you before doing so

15.19 Promotions and Contests

Any promotions, contests, or special offers we run may have additional terms and conditions. Those specific terms will be provided to you and will supplement these Terms.

16. Contact Information

For general inquiries: Email: [email protected]

For legal matters: Email: [email protected]

For privacy matters: Email: [email protected]

For billing matters: Email: [email protected]

Acknowledgment

BY CREATING AN ACCOUNT, ACCESSING, OR USING THRYVHQ'S SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE OUR SERVICES.

ThryvHQ reserves the right to modify these Terms at any time. Material changes will be communicated via email. Your continued use of our Services after changes constitutes acceptance of the modified Terms.