Thumber Academy LLC, doing business as “THUMBER ACADEMY” (“THUMBER ACADEMY,” “we,” “us,” “our”), provides its services, which include but are not limited to online education-based services, product sourcing assistance, and ongoing maintenance, through its websites, social media accounts, and its platform (collectively, such services, including any new features and applications, and the site, are referred to as the "Service(s)"). The Services are provided to you subject to the following Terms of Service (the “Terms of Service”).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES, WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.

1. Access to the Services.

By using the Services (referred to as "Services"), you agree, on behalf of yourself and all members of your household and others who use any Service under your THUMBER ACADEMY Account (referred to as "Account"), to the following conditions. Please read these conditions carefully.

We offer a wide range of THUMBER ACADEMY Services, and sometimes additional terms may apply. When you use a THUMBER ACADEMY Service (for example, Educational Courses, Premium Business Consulting, or THUMBER ACADEMY applications), you may also be subject to the guidelines, terms, and agreements applicable to that specific Service ("Service Terms").

By accessing and/or using our Services, whether or not you register for an Account, you are agreeing to these Terms, the terms and conditions of our Privacy Policy, and any other legal notices, rules, policies, and procedures relating to the Services that we may publish from time to time (collectively, the “Legal Documents”). Therefore, please carefully review these documents. If you do not agree, do not access and/or use the Services. If there is a conflict between these Terms and any other terms and conditions covering a specific area of the Services, the latter terms and conditions shall control unless they expressly state otherwise.

2. Modifications to Terms of Service.

Terms of Service Modifications:

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, depending on the nature of the change, we may post the changes on this page and indicate at the top of this page the date these terms were last revised and/or notify you, either through the Services' user interface, in an email notification, or through other reasonable means and as required by applicable law. Any such changes will become effective no earlier than seven (7) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. Any new features or tools which are added to the current Services will also be subject to the Terms of Service.

Usage of Provided Phone Numbers:

By providing your phone number to THUMBER ACADEMY, you agree that we may use it for direct communication purposes related to our services, such as updates, inquiries, support, or notifications.

3. Privacy Policy.

We respect the privacy of our users. For details, please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.

4. Service Eligibility and Registration.

Eligibility:

To be eligible to use the Services, you must be at least 18 years old, or the age of majority in your jurisdiction, whichever is older. By using the Services, you confirm that you meet this age requirement.

Registration:

You may be required to register for an Account to access certain Services. In doing so, you agree to provide accurate, current, and complete information about yourself. You are responsible for safeguarding your THUMBER ACADEMY Account login credentials. You agree not to disclose your password to any third party, and you will be solely responsible for any activities or actions under your THUMBER ACADEMY Account, whether or not you have authorized such activities or actions.

 

5. User Responsibilities.

User Obligations:

You are responsible for your own conduct while accessing or using our Services. You agree to use our Services only for purposes that are legal, ethical, and in accordance with these Terms and any other applicable rules or guidelines provided by us. We reserve the right to restrict or terminate your access to the Services if we believe that your conduct violates these Terms.

Service Changes and Availability:

THUMBER ACADEMY reserves the right to modify or discontinue, temporarily or permanently, the Services, or any features or portions thereof, without prior notice. You agree that THUMBER ACADEMY will not be liable for any modification, suspension, or discontinuance of the Services, or any part thereof. While we strive to provide reliable Services, we do not guarantee that access to or use of our Services will be available at all times or be uninterrupted.

Restrictions on Use:

You agree not to reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the Services, nor will you take any measures to interfere with or damage the Services. All rights not expressly granted by THUMBER ACADEMY in these Terms are reserved.

User Content:

You are responsible for any content that you upload, post, or transmit through the Services ("User Content"). You represent and warrant that you own or have the necessary rights to use and share your User Content. THUMBER ACADEMY is not responsible or liable for any User Content.

Removal of User Content:

THUMBER ACADEMY has the right, but not the obligation, to review and remove any User Content that violates these Terms, as determined by THUMBER ACADEMY in its sole discretion. By using the Services, you agree to the possible review and removal of User Content for any reason.

6. Intellectual Property and Additional Responsibilities.

 

 

Investigate User Content:

We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing content, suspending or terminating the account of such violators and reporting you to law enforcement authorities.

The following conduct is prohibited:

Uploading any content that infringes any intellectual property or other proprietary rights of any party; contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; poses or creates a privacy or security risk to any person; or is objectionable or which restricts or inhibits any other person from using or enjoying the Services.Interfering with or disrupting the Services or servers or networks connected to the Services, or disobeying any requirements, procedures, policies, or regulations of networks connected to the Services.Violating any applicable local, state, national, or international law, or any regulations having the force of law; or impersonating any person or entity, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.Harvesting or collecting email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.Furthering or promoting any criminal activity or enterprise or providing instructional information about illegal activities; or obtaining or attempting to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.

Intellectual Property Notice:

All information presented to you as a result of using the Services is subject to copyright, trademark, and intellectual property law.

Commercial Use:

Unless otherwise expressly authorized herein or by THUMBER ACADEMY in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Services, use of the Services, or access to the Services. The Services are for your non-commercial, personal use only.

7. Terms and Termination.

Duration of Services:

The duration of services provided by THUMBER ACADEMY is determined based on the specific contractual agreement between you and THUMBER ACADEMY. The applicable order form, communications with a THUMBER ACADEMY representative, or any other mutually agreed-upon terms shall govern the duration of the services. In the absence of a specified time duration in the agreement, the services provided by THUMBER ACADEMY will be considered ongoing.

THUMBER ACADEMY’s Right to Suspend or Terminate Services:

THUMBER ACADEMY reserves the right to terminate the services or suspend your account at any time, with or without cause, in its sole discretion. Reasons for termination or account suspension may include but are not limited to a violation of the terms of service, non-payment of fees, or any other conduct deemed inappropriate or harmful to THUMBER ACADEMY or its clients. In the event of termination or account suspension, you may be provided with notice, unless immediate termination is necessary due to legal, security, or operational considerations. Upon termination or account suspension, you may lose access to the services and any data associated with your account.

 

8. Fees, Payment, and Subscription.

Fees and Subscription:

By subscribing to THUMBER ACADEMY's services, you agree to our subscription-based model that will auto-renew monthly. You acknowledge that you will provide THUMBER ACADEMY with information regarding your credit card or other payment instrument. You represent and warrant to THUMBER ACADEMY that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes. You agree to pay THUMBER ACADEMY the amount specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and these Terms of Service. For the avoidance of doubt, you authorize THUMBER ACADEMY to automatically charge the payment method on file at the renewal of your chosen service without any additional action from you; these

NON-REFUNDABLE

charges will occur on a monthly basis.

Recurring Subscriptions:

Price changes for Recurring Subscriptions will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price changes, you have the right to reject the change by canceling your Recurring Subscription before the price change goes into effect. You may cancel a Recurring Subscription at any time, but if you cancel your subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us.

Payment Terms:

As a client of THUMBER ACADEMY, you agree to comply with our payment terms. All fees for our services, including but not limited to course access or other services provided, must be paid prior to the commencement of any services.

Prepayment Provision:

THUMBER ACADEMY operates on a prepayment basis for most, if not all, services. This means that full payment of all agreed fees is required in advance of the provision of any services. Access to our services will only be provided once we have received full payment.

Payment Failure and Account Suspension:

We may attempt to process payment using any Authorized Payment Method. If we are unable to successfully process payment of Fees within three (3) days of our first attempt, we may suspend and revoke access to your account and the Services. Your Account will be reactivated upon payment of any outstanding Fees, plus the Fees applicable to your next billing cycle.

Taxes:

All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal, state, or local) taxes.

NO REFUND POLICY:

All payments to THUMBER ACADEMY are final. Once payment is processed, it cannot be refunded. We strongly encourage a thorough review of the terms, services, and deliverables specified in your subscription agreement before finalizing any commitments.

 

9. Performance and Responsibility

Acknowledgment:

By engaging the services of THUMBER ACADEMY, you acknowledge and agree to the following:

THUMBER ACADEMY provides you with knowledge, tools, and resources to achieve your goals. However, the success and outcomes ultimately depend on your own efforts and decisions. THUMBER ACADEMY does not guarantee any specific results or satisfactory outcomes regarding the use of its services.Achieving success requires dedication, hard work, and ongoing effort on your part. THUMBER ACADEMY's services are aimed at supporting and facilitating your development, but the ultimate responsibility for success lies with engaging THUMBER ACADEMY's services, you assume all risks associated with their application. This includes, but is not limited to, external market conditions, customer demand, and competition that may impact outcomes.

No Guarantee of Success:

By purchasing THUMBER ACADEMY services, you acknowledge and agree that applying the provided knowledge entails substantial effort, risk, and investment. It is important to understand that there is no guarantee of success.

Refund Policy:

Once payment is made for THUMBER ACADEMY's services, refunds will not be provided based on the performance or outcomes of those services. THUMBER ACADEMY is not responsible for financial outcomes or results stemming from your use of its services.

10. Restrictive Covenants

Confidentiality:

During and after the term of this Agreement, both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed by the other party ("Confidential Information"). Confidential Information includes, but is not limited to, trade secrets, business plans, customer lists, financial information, and any other information marked as confidential or that a reasonable person would understand to be confidential.

Non-Solicitation and Non-Disparagement:

During the term of this Agreement and for a period of 12 months following its termination, you shall not, directly or indirectly, solicit or attempt to solicit any employee, contractor, or agent of THUMBER ACADEMY for employment, engagement, or services.During and for one year after the term of this Agreement, you shall not make any negative or derogatory statements about THUMBER ACADEMY, its employees, agents, contractors, or services in any public forum, including but not limited to social media platforms or review sites.

Penalty for Breach:

Any breach of the non-solicitation or non-disparagement provisions entitles THUMBER ACADEMY to seek equitable relief, including injunctive relief, monetary penalties, and/or any other legal remedies available.

“AS-IS” Disclaimer:

The educational courses, materials, and services provided by THUMBER ACADEMY are provided on an "as is" basis, without any warranties, representations, or guarantees of any kind. THUMBER ACADEMY makes no representations or warranties regarding the accuracy, completeness, or suitability of the services for any purpose.

 

11. Indemnification and Limitation on Liability

Limitation on Liability:

 

YOU UNAMBIGUOUSLY ACKNOWLEDGE AND AGREE THAT THUMBER ACADEMY WILL NOT BE RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THUMBER ACADEMY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM:

(I) THE USE OR THE INABILITY TO USE THE SERVICE;(II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;(III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;(IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR(V) ANY OTHER MATTER RELATING TO THE SERVICE.

IN NO EVENT WILL THUMBER ACADEMY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID THUMBER ACADEMY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

Indemnification:

 

Under the maximum scope allowed by law, you agree to indemnify, defend, and hold harmless THUMBER ACADEMY, its officers, employees, directors, and representatives from any and all losses, damages, expenses, including reasonable attorney's fees, claims, rights, lawsuits, actions of any kind, and harm (including death) resulting from or connected to your use of the Service.

If you are a resident of California, you waive California Civil Code Section 1542, which states:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

If you reside in a different jurisdiction, you waive any analogous statute or principle.

Renouncement of Representations and Warranties:

 

THE SERVICE IS AT YOUR SOLE RISK AND PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. UNLESS EXPRESSLY DECLARED OTHERWISE HEREIN, THUMBER ACADEMY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

THUMBER ACADEMY PROVIDES NO GUARANTEE THAT:

(I) THE SERVICE WILL MEET YOUR REQUIREMENTS;(II) THE SERVICE WILL BE CONTINUOUS, PROMPT, SECURE, OR FREE OF ERRORS;(III) THE RESULTS ACQUIRED FROM THE UTILIZATION OF THE SERVICE WILL BE PRECISE OR RELIABLE; OR(IV) THE QUALITY OF ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

12. General Terms

These Terms of Service, along with documents incorporated by reference, form the comprehensive agreement between you and THUMBER ACADEMY that governs your use of our Services and your account. This agreement supersedes any prior arrangements between you and THUMBER ACADEMY, including previous versions of the Terms of Service.

No Waiver:

THUMBER ACADEMY's failure to enforce or exercise any right or provision of these Terms will not imply a waiver of such right or provision.

Severability:

If any provision within these Terms, including all conditions and documents it incorporates by reference, is deemed unlawful, void, or unenforceable by a court of competent jurisdiction, the provision will be modified to achieve the objectives of the original provision to the fullest extent allowed by law. The remaining provisions will continue in full force and effect.

Assignment:

THUMBER ACADEMY reserves the right to assign all contractual rights and obligations under these Terms to any affiliate, partner, or third party at its sole discretion, without further consent or notification. You may not assign or transfer your rights or obligations under these Terms to any third party without THUMBER ACADEMY's prior written consent.

Termination:

On termination, all corresponding rights and obligations under these Terms cease immediately. However, you will remain liable for obligations connected to transactions entered into before termination, any liabilities accrued prior or as a result of termination, and certain sections of these Terms will survive termination.

Governing Law and Jurisdiction:

These Terms will be governed by and construed in accordance with the laws of the State of Florida and the laws of the United States applicable therein, without regard to its conflict of laws principles. Any disputes or claims not subject to arbitration will be resolved exclusively within the jurisdiction of Miami, Florida.

Legal Time Limits:

Any claim arising out of these Terms must be filed within one (1) year of its occurrence or be forever barred.

Electronic Communication:

Most communications between THUMBER ACADEMY and you will be electronic, satisfying any legal requirements for written communication.

Force Majeure:

THUMBER ACADEMY will not be held responsible for any delay or failure in performance due to circumstances beyond its reasonable control.

Entire Agreement:

These Terms, the Privacy Policy, and other legal documents constitute the entire agreement between you and THUMBER ACADEMY regarding our Services.