Effective as of January 16th, 2025

Please note that these Terms of Use apply to your use of the Thrivea Website (hereinafter: “Terms”) in the ownership of Thrivea d.o.o. Novi Sad, with registered office at Novosadskog sajma 2, floor 9, 21000 Novi Sad, Republic of Serbia, CIN: 21938947, TIN: 113874616, (hereinafter: “Thrivea”, “we” or “us”).

By clicking to accept, or by accessing or using our App or Service, you enter into a legally binding contract with Thrivea and you agree to these Terms of Use, Privacy Policy, including any supplemental terms that accompany the Service, any documents, and any linked terms in the Terms of Use. Therefore, please pay attention to these Terms of Use and other information displayed on the Website.

Please read these Terms carefully before using the Thrivea App. Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. If you use Thrivea App, you are cautioned to review the Terms of Use periodically. Any changes shall enter into force upon being published on the App. Your continued access or use of the App after any such change will constitute your acceptance of these changes. If you do not agree to the updated Terms, you must stop using Thrivea.

This Website Privacy Notice (hereinafter: “Privacy Notice”) describes how Thrivea uses and protects any information that you give us. Thrivea understands that personal data protection is of great importance to you and due to that we are committed to ensuring that your privacy is protected.

If you wish to find out how we process your personal data, please see our Thrivea App Privacy Policy (available through the App) and Cookie Policy.

1. Definitions
2. Service
3. Payment
4. Ownership and Intellectual property; Confidentiality
5. Company Data and Privacy
6. Company’s Responsibilities and Restrictions
7. Warranties and Indemnification
8. Limitation of Liability
9. Upgrade and Licensing
10. Support
11. Third-Party services
12. Termination
13. Governing Law and Dispute Resolution
14. Miscellaneous
15. ISO Certifications
16. Changes
17. Correspondence and Contacting Us

1. Definitions

Aggregate Data:
Data derived from Company Data that has been anonymized to remove personally identifiable information, used for statistical purposes.

Application or App:
The Thrivea platform, a suite of HR management tools available via web and mobile applications.

Agreement:
These Terms, along with the Privacy Policy, Data Processing Addendum, and any other terms provided or linked herein.

Company:
The legal entity subscribing to Thrivea services.

Company Data:
Any data submitted or generated by the Company or its users within the Thrivea platform.

Personal Data:
Information related to an identifiable individual as defined under applicable data protection laws, included within Company Data.

Service:
The suite of HR tools, communications, and analytics provided by Thrivea.

User:
Any individual accessing the Thrivea platform, including administrators, employees, and others.

Website:
Thrivea’s website, available at [Insert Website URL].

2. Service

The Thrivea App is intended for legal entities with full legal capacity. Employees of subscribing Companies can access core functionalities upon invitation.

By using Thrivea, you represent that:

• You have the authority to bind your Company to these Terms.
• You understand and accept these Terms.

Service Availability:
Thrivea endeavors to ensure the App’s availability 24/7, except during planned maintenance or unforeseen circumstances (e.g., force majeure events).

Thrivea reserves the right to update or modify features and functionality with prior notice for significant changes. If dissatisfied, you may terminate the Agreement per Section 12.

3. Ownership and Intellectual Property; Confidentiality

Thrivea retains all intellectual property rights to the platform and its components, including customizations developed during the Agreement.

Except for Company Data, all content of the Application, such as text, graphics, logos, button icons, images and audio clips, is the property of Thrivea or his licensors and is protected by copyright and other intellectual property rights. You should assume that everything you use or see in the Application is protected and owned by Thrivea, or a third party who licensed the right to use such content to Thrivea.

Thrivea shall remain, the sole and exclusive owner of all right, title and interest in and to the App, including all intellectual property rights therein. This Agreement does not grant the Company any intellectual property license or rights in or to the App or any of its components. Company recognizes that the App and its components are protected by copyright and other laws. Any additional features or functionalities, which may be enhanced to the App on the request of the Company, shall remain the exclusive ownership of Thrivea unless otherwise explicitly agreed in the Agreement.

No Intellectual Property Rights will be transferred to a Company or a User unless this has been specifically agreed between the parties i.e. where customized, developed software is being provided, and even then, Trivea should always retain the right to continue to use the intellectual property in its business.

Confidentiality: In relation with the conclusion and/or performance of the Agreement, one Party (hereinafter: “Disclosing Party”) may disclose to the other Party (hereinafter: “Receiving Party”) confidential information (hereinafter: “Confidential Information”). Under the Agreement, Confidential Information shall include an idea, concept of work, design, business model, commercial terms and conditions of the Agreement, strategic marketing, mock-up, or any other information that Disclosing Party disclose to the Receiving Party for the purpose of the performance of the Agreement, that fulfils one of the following conditions:

1. in respect of information provided in documentary or in other tangible form, information which at the time of conclusion and/or performance of the Agreement is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence;
2. in respect of information that is imparted orally, any information that the Disclosing Party or its representatives informed the Receiving Party at the time of disclosure was imparted in confidence;
3. in respect of Confidential Information imparted orally, any note or record of the disclosure;
4. any copy of any of the foregoing

Use and Disclosure:  During the term of the Agreement the Receiving Party shall (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by the Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third-party without obtaining the Disclosing Party’s explicit prior written consent on a case-by-case basis.

Authorized Persons: The Receiving Party may disclose the Confidential Information to those of its employees, independent contractors, professional advisers, its counsel, and to subcontractors in accordance with this Agreement who reasonably need to receive the Confidential Information to enable the Receiving Party to achieve the permitted purpose of this Agreement, who have been informed by the Receiving Party of the confidential nature of the Confidential Information and who have been informed that the Disclosing Party provided the Confidential Information to the Receiving Party subject to the provisions of a confidentiality under the Agreement.

Exceptions: The obligations of the Receiving Party under this Article shall terminate with respect to any particular information that the Receiving Party can prove is, or through no fault of the Receiving Party has become, generally available to the public or information which the Receiving Party obtains from a third-party, and the third-party was not under any obligation of confidentiality with respect to Confidential Information or information which the Receiving Party possessed before the Disclosing Party disclosed it. Additionally, the Receiving Party shall be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by the Disclosing Party or is required by law or court order.

Duration of Confidentiality: The obligation of confidentiality will last during the term of the Agreement and 3 (three) years after the termination of the Agreement, for whatever reason. This provision will survive termination.

4. Company Data and Privacy

Use of Company Data: Unless it receives Company’s prior written authorization, Thrivea: (a) shall not access, process, or otherwise use Company Data other than as necessary to provide the use of the App; and (b) shall not intentionally grant any third-party access to Company Data, including without limitation Thrivea’s other clients, except subcontractors that are subject to signed nondisclosure agreement. Notwithstanding the foregoing, Thrivea may use or disclose Company Data as required by applicable law or by proper legal or governmental authority. Thrivea shall give Company prompt notice of any such legal or governmental demand and reasonably cooperate with Company in any effort to seek a protective order or otherwise to contest such required disclosure. As between the Parties, the Company retains ownership of Company Data.

Compliance with the data protection laws: Providing the Service by Provider involves processing the Company employee’s Personal Data. The purposes and means of processing are determined by the Company and not by Thrivea, making the Company the Personal Data controller. Thrivea acts as Personal Data processor and processes Personal Data on behalf of and according to instructions given by the Company. The relationship between the Company as data controller and Thrivea, as data processor, is regulated by the Personal Data Processing Addendum. Despite all other provisions of the Agreement, it is in the Company’s full responsibility, according to the applicable privacy legislation, to ensure the legal grounds for processing the Personal Data. By entering into the Agreement, the Company warrants and grants that the Company has secured a valid purpose and legal basis to process the Company employee’s Personal Data (such as names, email addresses, photos, positions, etc.) via the Service, prior to using the Service.

The Company warrants and grants that it has informed the data subjects on all aspects of the processing via the Service or the App before processing has started and has enforced proper policies and/or has undertaken necessary steps if stipulated by the applicable data protection legislation.

The Company and Users understand and accept that Thrivea App functionalities are not meant to be used for the processing of any special categories of personal data (including racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, health data, sex life or sexual orientation).

The Company shall indemnify, defend and hold harmless Thrivea in full and on demand from and against any and all liabilities, claims, demands, damages, losses or expenses (including legal fees) and penalties incurred by Thrivea arising out of or in connection with the Company’s breach of the obligations stipulated in this paragraph.

Data Accuracy: Thrivea will have no responsibility or liability for the accuracy of data uploaded to the Software by Company, including without limitation Company Data and any other data uploaded by Users.

Data Deletion: Thrivea may permanently erase Company Data if Company’s account is delinquent, suspended, or terminated for 30 (thirty) days or more.

Data Collection: We are not obligated to collect and update personal and company’s data. Only data controllers (as defined in the Privacy Policy) are responsible to deliver and update personal data of their employees. To unlock all available Service features, it is required to insert employees and company information and create teams. For optimal performance and user experience, it is recommendable to deliver all required data. As a Service provider, we are only responsible for setting up the application for usage, open account for first user and hand over an application. We cannot in any sense be responsible for the accuracy of personal data, outdated data and its violation. 

Data retention and security: All data processed via our Service is encrypted and saved as long as it is required. Our Service provides you with all the features you need to keep data secure, accurate, confidential and to respect all rights related to personal data of your employees. Thrivea uses encryption and robust access controls to safeguard Company Data. Any time Users can permanently delete all data related to them and terminate the subscription to Service.  

Aggregate and Anonymized Data: Company hereby grants Thrivea a perpetual, irrevocable, worldwide, transferable, nonexclusive, fully paid, royalty-free license to: use and publicize Aggregate Data for statistical purposes both during the term of the Agreement, and after the termination of the Agreement. Please note that Aggregate Data does not contain data that qualify as personal data under applicable Data Protection Laws. At the same time, Anonymized Data is anonymized and cannot lead to the identification of a natural person. 

5. Company Responsibilities and Restrictions

Acceptable Use: Company shall comply with Terms of Use, and with the additional terms and conditions under the Agreement, if any.

The Company agrees not to:

• in any other way allow third parties to exploit the App;
• share access credentials with unauthorized users;
• share non-public App features or content with any third-party;
• access the App in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the App, or to copy any ideas, features, functions or graphics of the App, or to use the platform in any other way to build competing products;
• Engage in unauthorized data scraping or web scraping activities

In the event that during the term of the Agreement there is a violation of the terms of this section by Company, Thrivea may suspend Company’s access to the Software without prior notice, in addition to other legal remedies that Thrivea may have. 

Unauthorized Access: Company shall take reasonable steps to prevent unauthorized access to the App, including without limitation by protecting its passwords and other log-in information. Company shall notify Provider immediately of any known unauthorized use of the App or breach of its security and shall use best efforts to stop such breach. In case of suspicion of misuse, i.e., unauthorized access and use of the App by User/employee of the Company, Thrivea will temporarily disable that respective person from using the App while other Users/employees of the Company will be able to use the App without interruption. 

Users and Software Access: Company is responsible and liable for: (a) Users’ use of the App, including without limitation unauthorized User conduct and any User conduct that would violate these Terms of Use or other requirements applicable to Company; and (b) any use of the App through Company’s account, whether authorized or unauthorized.

6. Warranties and Indemnification

Each party represents and warrants to the other party that it has the full right, power and authority to enter into the Agreement, to grant the rights and licenses granted in the Agreement and to perform its obligations from the Agreement.

Third-Party IP Infringement: Thrivea represents and warrants that it is not aware of any copyright, patent, or other intellectual property right infringed by the App, and that it is not aware of any claim of intellectual property right infringement related to the App. 

Warranty disclaimers: Except to the extent set forth in the Agreement, the Company accepts the software “as is” and as available, with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability or warranty of fitness for a particular purpose. Thrivea does not represent or warrant that the App is secure from hacking or other unauthorized intrusion or that Company Data will remain private or secure.

Company shall defend, indemnify, and hold harmless Thrivea against any indemnified claims (hereinafter: Indemnified Claim), meaning any third-party claim, suit, or proceeding arising out of or related to Company’s actual use of, misuse of, or failure to use the App, including without limitation: (a) claims by Users, (b) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by content uploaded to the App through Company’s account, including without limitation by Company Data, and (c) claims that use of the App through Company’s account harasses, defames, or defrauds a third-party. Company’s obligations set forth in this section include payment of attorneys and payment of court costs, as well as settlement at the Company’s expense and payment of judgments. Thrivea will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations.     

7. Limitation of Liability

With the exception of a fraud, gross negligence, wilful misconduct, Thrivea’s aggregate liability to the Company for all claims whatsoever, regardless of the legal ground for such claim, for all damages resulting from the Agreement or from the performance or breach therefrom, or from any Services arising out of the Agreement during the term of the Agreement, in no event shall exceed the total amount of the fee paid by the Company to Thrivea for Services, in the 12 (twelve) months preceding the moment of the claim. 

Excluded Damages: In no event will Thrivea be liable for lost profits or loss of business or for any consequential, indirect, special, incidental, or punitive damages arising out of or related to the Agreement. If applicable law limits the application of the provisions of this Section, Thrivea’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Thrivea’s liability limits and other rights set forth in this Section apply likewise to Thrivea’s affiliates, employees, representatives, clients, directors, suppliers, consultants, and other independent contractors.

8. Upgrades and Licensing

 

Thrivea periodically introduces upgrades and new features. You will be timely informed about any upgrades and changes to our Service. Any time and by any means you can request support, report a problem and get initial user training(s).

The Company is granted a non-exclusive, non-transferable license to use the platform.

9. Support

Support is available through support@thrivea.com or Intercom, a third-party application integrated with our website.

10. Third-Party Services

Thrivea integrates with third-party services for enhanced functionality. Thrivea is not responsible for third-party content, policies, or actions.

We have no control over it and assume no responsibility for the content, privacy policies, or practices of any third-party services. By using our Service, you further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any services.

11. Termination

Termination for Cause: Both Thrivea and the Company are entitled to terminate the Agreement with immediate effect from the date of delivery of a written statement of termination in case of a material breach of the provisions of the Agreement that has not been corrected within 10 (ten) workdays from the date of delivery of the notice to the breaching party, provided that the notice unambiguously and clearly states what constitutes the infringement of the contractual obligation.

Termination for Convenience: Either party may terminate the Agreement with 30 (thirty) days’ written notice.

Effects of Termination. In case of termination of the Agreement by any party, Company may download any and all Company’s content uploaded or otherwise provided to the App database, if any, no later than on the termination date. Immediately upon termination, Thrivea shall disable the Company from accessing the App. Company shall permit Thrivea to access Company’s operating system (including but not limited to physical access to the Company’s premises, if Thrivea requests so) in order to deactivate the App and remove any documentation stored on Company’s equipment not later than within 48 (forty-eight) hours from the termination date. Upon termination of the Agreement for any reason, any fees arising from the Agreement shall be immediately due and payable. Any rights granted under the Agreement shall immediately cease to exist and in such an event Company is obliged to promptly discontinue any use of the App. 

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Sections 4 (Ownership and Intellectual Property; Confidentiality), 5 (Company Data and Privacy), 7 (Warranties and Indemnification), 8 (Limitation of Liability) 12.3 (Effects of Termination), and 13 (Governing Law and Dispute Resolution) of the Terms of Use shall survive any termination of Agreement, as well as any other provision necessary to fulfil the purpose of the Agreement.

12. Governing Law and Dispute Resolution

Governing Law: Thrivea and the Company agree that issues not covered by the provisions of the Agreement and these Terms shall be governed and construed in accordance with the laws of the Republic of Serbia, without reference to conflict of law rules.

Dispute resolution. All disputes arising out of or in connection with the Agreement and the Terms shall be finally settled by arbitration organized in accordance with the Rules of the Belgrade Arbitration Center (the Belgrade Rules). The number of arbitrators shall be one. The place of arbitration shall be Belgrade, the Republic of Serbia. The language to be used in the arbitral proceedings shall be the English language.

In case the Parties’ agreement with respect to arbitration proves to be void or unenforceable, all Disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of the competent court in Belgrade, the Republic of Serbia. Regardless, in such a case, the mandatory negotiation clause shall remain applicable as a precondition to initiation of the court resolution of the Dispute.

This Section shall survive termination of the Agreement.

Notwithstanding the provisions above, Thrivea may, at its absolute discretion, assert and seek the protection of its intellectual property rights and rights concerning confidential information or data processing anywhere in the world.

13. Miscellaneous

Waiver: No waiver of any breach of the Agreement will constitute a waiver of any other breach of the Agreement. Neither Thrivea nor the Company will be deemed to have waived any of its rights under the Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. 

Force Majeure: Neither party is liable for delays or non-performance caused by events beyond their control (e.g., natural disasters, government actions).

In the event of Force Majeure, the execution of contractual obligations shall be suspended during this period. As soon as the Force Majeure expires, the parties shall make every effort to continue as quickly as possible with the normal performance of the contractual duties.

In the event of the occurrence of circumstances considered to be a Force Majeure, failure to fulfill obligations or delay in execution shall not be the cause of liability for damage or payment of penalties to the other party.

For the avoidance of doubt, the provisions of this section shall not be construed to limit the amount of, or excuse Company from paying, any fee or other consideration owed hereunder.

Severability: If a Court Decision holds one or more provisions of the Agreement or any part thereof invalid, or the mutual agreement by the HeartCount and the Company holds one or more provisions of the Agreement unenforceable, the Agreement shall be valid as to their other provisions as long as they are in accordance with the objective of the Agreement. 

14. Changes

Thrivea reserves the right to amend these Terms. Updates take effect upon publication. Continued use constitutes acceptance of updated Terms.

15. Correspondence and Contact Information

For inquiries, please contact:
Thrivea d.o.o. Novi Sad
Novosadskog sajma 2, floor 9, 21000 Novi Sad, Republic of Serbia

support@thrivea.com