Welcome to Thnks.

We truly appreciate you growing your business with gratitude. These Terms of Service (“Terms”) establish what you can expect from us as you use the Thnks Platform (“Platform”), and what we can expect from you. These Terms explain the legal rights you have and what you may expect if someone violates these terms. Please read these terms carefully as they are a legally binding agreement between you and Thnks. Do not use the Platform until you have carefully read these Terms. If you do not agree with any part of these Terms, then you must not use the Platform.

When we speak of “Thnks,” “we,” “us,” and “our,” we mean Applied Gratitude Inc. d/b/a Thnks, 231 Public Square, Suite 200, Franklin, TN 37064.

Broadly speaking, we give you permission to use our Platform so long as you agree to follow the Terms:

Thnks reserves the right to make changes to these Terms at any time and for any reason. All changes to these Terms or the Platform are effective upon the earlier of posting of the modified Terms at this URL or direct e-mail or other notification of the changes to users. By accessing or using the Platform, you agree to be bound by these Terms as they exist at the time of your use and further agree to review these Terms periodically so that you are aware of any modifications.

1. What we are providing you

Thnks provides the Platform as a tool for you to grow your business with gratitude through thoughtful gestures of appreciation (“Gestures”). We grant you a limited, non-exclusive, revocable, non-transferable license to use the Platform only for that purpose.

We partner with third-party vendors (“Merchant Partners”) to provide you with a range of goods and services that can be sent through Gestures on the Platform. Thnks is not the manufacturer of any goods or the provider of any services in fulfillment of Gestures sent through the Platform. Thnks offers Gestures on the Platform subject to any additional terms, expirations, and conditions as set by our Merchant Partners.

When a Gesture is not available for whatever reason, Thnks reserves the right to offer, in its sole discretion, substitute products of equivalent value to the original Gesture you sent.

We are constantly looking to improve the Platform and our Gestures. As part of this ongoing process, we may add or remove features, functionalities, Gestures, or Merchant Partners with or without notice in our sole discretion. Additionally, you agree that we may send you marketing and/or service-related emails related to the Platform.

We do not convey to you any rights, express or implied, to any of the intellectual property or data contained in the Platform that does not already belong to you. We do not grant to you any rights‚ title or interest in or to any copyright‚ trademark or proprietary data of Thnks, any Merchant Partner, or any other third party.

We reserve the right to terminate your use of the Platform at any time in our sole discretion.

a. Pricing

Prices on the Platform include the cost for the Gesture being sent, a “transaction fee” retained by Thnks, and such additional amounts as may be necessary to ensure that a recipient of your Gesture (“Recipient”) can redeem the Gesture at no additional cost to Recipient regardless of the Recipient’s location. All charges are communicated to you in the Platform prior to you completing a purchase.

Thnks may change pricing and descriptions on the Platform at any time without prior notice. In the event of a pricing or description change on a Gesture you have sent, including a change that may have resulted from an error in originally posted pricing, Thnks reserves the right to cancel your order and issue a refund to your Thnks account.

Thnks is not responsible for pricing errors or omissions on the Platform or on any website linked to the Platform. Thnks reserves the right to correct any errors or omissions and to change or update information at any time without prior notice. In the event of a pricing error or omission on an item you have ordered, Thnks reserves the right to cancel the order and refund the sender payment in the form of Thnks Credits subject to expiration as described below. 

b. Charitable Contributions

Thnks engages third-party vendors (“Charitable Partners”) to facilitate charitable contributions through the Platform. Our Charitable Partners will endeavor to make donations through the Platform to various charities in amounts selected by you or Recipients. Where our Charitable Partners have conditions such as minimum donation amounts, our Charitable Partners reserve the right to make such adjustments to the donation as they deem appropriate to honor the overall intent of the donor.

c. Payment and Refunds

You may use ACH or a credit card to purchase credits (“Thnks Credits”) to be used on the Platform and reflected as a Thnks Credits balance associated with your account (your “Balance”). All funds deposited on the Platform become the property of Thnks at the time of deposit and are not deemed held in “escrow” by Thnks, are not held by Thnks in any specially-designated bank account associated with your Thnks Credits, and are not held by Thnks as a bailee. You do not have any ownership interest or personal property rights in any specific funds of Thnks. Thnks reserves the option to assess a fee at our cost for offering credit cards as a payment method.

Thnks Credits will not fluctuate in value and will be expressed as units to the 100^th decimal place that are calculated based on the purchase price paid for the Thnks Credits (e.g., $2.00 of Thnks Credits purchased will be expressed in the Platform as $2.00 in Thnks Credits, and $0.50 of Thnks Credits purchased will be expressed in the Platform as $0.50 in Thnks Credits). For international purchases, Thnks Credits will be denominated to reflect the appropriate currency. For purposes of clarity, only the cost of a Gesture is expressed in the form of Thnks Credit on the Platform, and no Thnks Credits are deemed purchased by additional fees and charges (e.g., transaction fee) imposed on any transaction.

Thnks Credits are non-transferrable and cannot be converted back into currency or otherwise refunded to the original payment method. Thnks Credits are not a currency and have no value outside of the Platform. They are only redeemable for Gestures on the Platform, do not accrue interest and have no cash value. You are not entitled to a refund of funds deposited into the Platform or used to send a Gesture. A Thnks Credit is not a virtual currency or store of value, but rather a digital protocol utilized by Thnks to track your purchases of Gestures and associated redemptions. Thnks Credits are subject to the following conditions:

• If you do not send a Gesture for a period of 365 consecutive days, your Thnks Credits will expire and be removed from your Balance.
• Thnks Credits associated with a Gesture that has been delivered but gone unopened for a period of 30 calendar days will be returned to your Balance and the associated Gesture will expire.
• Any Thnks Credits used to purchase a Gesture that has been opened by a Recipient, but which has gone unredeemed for a period of 365 calendar days from the send date, will expire and be removed from your Balance.
• If a Gesture is digitally undeliverable (e.g. an undeliverable email address or cell number, a “Bounced Send”), Thnks will immediately refund all associated Thnks Credits to your Balance.

d. Promotional Thnks Credits

From time to time, Thnks may offer promotional Thnks Credits (“Promos”). The use of Promos is subject to the following additional conditions:

• Promos must be used solely in connection with the campaign or purpose for which they are being issued and only by the team to which, or person to whom, they are issued.
• Some Promos require that you spend a certain amount or send a certain number of Gestures. You must meet the conditions of the Promo before any Promos will be deposited into your Balance.
• Promos must be used within 30 days of issuance unless you and we agree otherwise.
• If a Gesture results in a Bounced Send, all associated Promos will be immediately refunded to your Balance. Otherwise, Promos are not refundable.

In the event Thnks determines in its sole discretion that a refund may be issued, Thnks will issue such refund in the form of Thnks Credits to your Balance with a value determined in accordance with the Terms above. Thnks is not a bank and does not offer banking, money service, business services, or money transmission services.

2. What we expect from you.

You may use the Platform for as long as you comply with these Terms. Our privacy policy (“Privacy Policy”) – available here: https://www.thnks.com/privacy/, as may be amended from time to time, is incorporated into these Terms by reference and also applies to your use of the Platform, and by using the Platform, you agree and acknowledge that any of your personal information obtained by Thnks through your use of the Platform may be used by Thnks in accordance with the Privacy Policy.

a. Eligibility

You must be a business legally existing under the laws of the state in which you are organized or a natural person to use the Platform. If you are acting on behalf of a natural person or business, you represent and warrant that you are authorized to use the Platform by those individuals or businesses. You are solely responsible for complying with all laws and regulations that are applicable to you or your business and your use of the Platform, including consumer privacy laws and data security laws.

By using the Platform, you represent and warrant that you are 21 years of age or older. Some items on the Platform may be restricted for sale or delivery to recipients of a certain age.

You may not use the Platform if: (a) you are the subject of United States sanctions, (b) you are in a jurisdiction that is subject to United States sanctions or that otherwise poses reputational, fraud, or legal risk to Thnks or its vendor partners, or (c) doing so otherwise violates any applicable law.

You are responsible for knowing where Recipients are located and utilizing Platform options appropriate to that location. We are not responsible for Recipients’ inability to redeem items or services sent through the Platform which may not be fulfilled in the Recipients’ location.

b. Creating an Account

If you meet the above requirements, you must first create a valid account to use the Platform (“Thnks Account”). You agree to: (a) provide complete, accurate and current information; (b) update your Thnks Account information to keep it accurate, current and complete; (c) maintain the security of your Thnks Account; (d) promptly notify Thnks at [email protected] if your Thnks Account or password has been subject to unauthorized use; and (e) maintain a valid email address where we may deliver information, notifications, and disclosures to you.

You are solely responsible for all activity related to your Thnks Account, and you agree to pay for any of the Gestures sent from your account. You are responsible, at your expense, for obtaining and maintaining all hardware, software, internet, and other services that you may need to use the Platform. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user ID’s or other login information that are provided to you or that are generated in connection with your use of the Platform.

c. Platform Conduct

We want to maintain an environment of gratitude for everyone, which means you must follow basic rules of conduct. By using the Platform, you affirm that you will not:

1. in any way, commercially exploit the Platform‚ except as expressly permitted under these Terms;
2. remove any copyright‚ trademark or other proprietary rights notice contained within the Platform;
3. use any robot‚ spider‚ other data gathering device or software to retrieve or index any portion of the Platform;
4. reformat or frame any portion of any web pages or user interfaces that are part of the Platform;
5. create user accounts by automated means or under false or fraudulent pretenses;
6. create or transmit to other users of the Platform any electronic communications‚ such as “spam‚” or otherwise interfere with other users’ enjoyment of the Platform;
7. transmit or upload to the Platform any item containing or embodying any virus‚ worm‚ defect‚ malware‚ Trojan horse‚ software bomb or other feature designed to damage or degrade in any manner the performance of the Platform, including any computer or other device or system‚ or the enjoyment of the Platform by any user;
8. use the Platform, to violate the security of or gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes);
9. take any action that imposes‚ or may impose‚ in our sole discretion‚ an unreasonable or disproportionately large data or traffic load on the Platform or the IT infrastructure used to operate and make the Platform available;
10. use the Platform to harass, embarrass, bully, stalk, defame, injure, or cause distress to any person;
11. use the Platform to intentionally or unintentionally‚ to violate any applicable local‚ state‚ federal or international law;
12. upload, post, or transmit any content that you do not have a right to make available (such as the intellectual property of another party); or
13. otherwise use, access, manipulate, or operate the Platform in a manner that Thnks, in its sole discretion, does not approve.

d. Your Shared Information

i. Intellectual Property

In using the Platform, you may share information with us necessary to send Gestures. Thnks may use the information you chose to share with us for the providing Platform services and our internal reporting and analysis. Thnks may pass along the information you share with us to our Merchant Partners for the limited purpose of fulfilling the Gestures you send. WE DO NOT SELL ANY OF YOUR INFORMATION.

ii. Feedback

If you choose to give us feedback, such as suggestions to improve our services, we may act on your feedback without obligation to you and all feedback and suggestions made by you are the exclusive property of Thnks.

3. Disclaimers, Limitations of Liability, and Resolution Mechanisms

a. Warranty Disclaimer

Our reputation depends on our ability to dependably send Gestures while continuously innovating to help you grow your business with gratitude. However, for legal purposes, we offer our services without any warranties. The law requires that we explain this using specific legal language and that we use capital letters to help make sure you see it, as follows:

TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE PROVIDE OUR SERVICES “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES ABOUT THE CONTENT OR FEATURES OF THE PLATFORM, INCLUDING THEIR ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.

WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES FOR THE PRODUCTS OR SERVICES OFFERED BY OUR MERCHANT PARTNERS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b. Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THNKS AND ITS OFFICERS, EMPLOYEES, AGENTS, DIRECTORS, SHAREHOLDERS, PARTNERS AND LICENSORS ARE NOT LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS OPPORTUNITIES GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THNKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR (C) UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR ALTERATION OF YOUR ACCOUNT OR DATA. YOU FURTHER AGREE THAT THNKS IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OF, ON, OR THROUGH THE PLATFORM FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, AND RIGHTS OF PRIVACY. 

THNKS’ TOTAL LIABILITY TO YOU FOR BREACH OF CONTRACT AND FOR ANY AND ALL OTHER CLAIMS (INCLUDING TORT CLAIMS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PLATFORM OR ANY GOOD OR SERVICE AVAILABLE ON THE PLATFORM, SHALL NOT EXCEED THE LESSER OF (I) THE TOTAL AMOUNT OF ALL FEES YOU HAVE PAID TO THNKS IN THE TWELVE (12) MONTHS PRIOR TO SUCH ALLEGED BREACH OR OTHER CLAIM OR (II) FIVE THOUSAND DOLLARS ($5,000).

c. Indemnification

You agree to defend, indemnify and hold Thnks and its affiliates‚ licensors‚ directors‚ officers‚ members‚ managers‚ employees‚ agents‚ and representatives (collectively, “Thnks Group”)‚ harmless from and against any claims, judgments, awards, losses‚ costs‚ expenses or damages of any nature whatsoever (including reasonable attorneys’ fees and court costs) arising out of or related to (i) your violation of these Terms, (ii) your use of the Platform, including any content provided by you, (iii) your use of any information obtained from the Platform, (iv) your violation of any law or regulation, (v) any unauthorized use of the Platform occurring through your Thnks Account and (vi) any infringement by you (or anyone accessing the Platform through your Thnks Account) of any intellectual property or other right of any person or entity.

d. Copyright Restrictions

If you believe any aspect of the Platform infringes your copyright‚ you should send written notice of copyright infringement to the Thnks designated copyright agent at the address given below. Your notice must meet the requirements of the Digital Millennium Copyright Act (as required under 17 U.S.C. 512) by providing the following information:

A description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Platform; your address‚ telephone number and email address; a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner‚ its agent or the law; a statement by you‚ made under penalty of perjury‚ that the above information in your notice is accurate and that you are the owner of the copyright at issue or are authorized to act on the copyright owner’s behalf; and an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright at issue. Our designated copyright agent for notice of claims of copyright infringement on the Platform may be reached at the following address:

Copyright Agent —

Thnks Operations
231 Public Square
Franklin, TN 37064
or by email: [email protected]

e. Arbitration

Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Nashville, Tennessee. The arbitration shall be administered by American Arbitration Association pursuant to its Commercial Rules. All claims shall be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. TO THE EXTENT ALLOWED BY LAW, YOU WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING. The parties agree that the resolution is final and binding, and enforceable through the applicable court.

f. Applicable Law

By using the Platform‚ you agree that the laws of the State of Tennessee‚ without regard to principles of conflict of laws‚ will govern these Terms and any dispute of any sort that might arise between you and Thnks.

g. Time Bar on Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

4. General Terms 
   1. Waiver. No waiver by Thnks of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Thnks to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
   2. Electronic Communications. By accepting these Terms or using the Platform, you consent to electronic communications as described in the E-Sign Act, which is incorporated into these Terms by this reference.
   3. Assignment. You may not assign or transfer any of your rights or obligations under these Terms without Thnks’ consent. Thnks may, without your consent, freely assign and transfer any of our rights or obligations under these Terms. These Terms will be binding on, inure to the benefit of, and be enforceable by you and us, our assigns, and your permitted assigns.
   4. No Third-Party Beneficiaries. Except for members of the Thnks Group, no person or entity who is not a party to these Terms will have any right to enforce any term hereof, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of any rights or obligations under these Terms.
   5. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
   6. Entire Agreement. These Terms, along with the Privacy Policy, constitute the entire agreement among you and Thnks regarding your use of the Platform. If you have entered into a separate enterprise agreement (“Enterprise Agreement”) with Thnks, then the terms of the Enterprise Agreement also apply to your use of the platform. Where Enterprise Agreement conflicts with these Terms, the Enterprise Agreement supersedes these Terms.
   7. Contact Information. If you have any questions regarding these Terms or the Platform, please contact Thnks at [email protected]. You may also contact us by writing to us at our physical address, which is:

Thnks Operations
231 Public Square
Suite 200
Franklin, TN 37064

Last updated on: 6/24/24