Thangs Terms and Conditions

Services

Purpose

This Agreement sets forth the terms and conditions under which Physna agrees to provide (1) certain hosted “software as a service” (“SaaS” or “Subscription Services”) for an open source software database application called Thangs™ (the Thangs application (“Software”), together with any applicable documentation, and programming and user interfaces for the application, collectively being the “Platform”). By using the Platform, you agree to this Agreement.

The services; access and use license

Subject to the terms and conditions of this Agreement, during the Term, Thangs shall use commercially reasonable efforts to provide user and authorized users access to the Services and the Platform. Thangs may make, in its sole discretion, any changes to the Platform or terms that it deems necessary or useful (i) to maintain or enhance the quality or delivery of the Services, the competitive strength of, or market for, the company’s products or services, or the Platform’s cost efficiency or performance, or (ii) to comply with applicable law.

Account responsibility

User will be responsible for all uses of any account that user has access to. Thangs is not responsible for any losses, damages, costs, expenses, or claims that result from lost or stolen passwords.

You must be at least 13 years old to use Thangs. You are responsible for your account. When you create an account, you must provide us with accurate information, in good faith, and you agree to keep your information updated if it changes. To create an account or otherwise use Thangs, you must be at least 13 years old and you must also be old enough to consent to the processing of your personal data in your country (in some countries we may allow your parent or guardian to do so on your behalf).

Creator

A creator is someone who creates a page on Thangs to engage with members who purchase memberships or offerings on Thangs. Details below involve payments, fees, taxes, and restrictions that you should read in full if you are a creator.

Creator Page

To become a creator, simply launch your page to start your offering or membership. When you join Thangs, you become part of the Thangs community. You can use creator tools that we provide to, among other things, showcase your creations, engage with the Thangs community, and provide memberships.

On Thangs, you can provide your members something exciting that gives them special benefits they want, including additional access, content, and other engaging community experiences. In turn, you will receive support from your members, and revenue from memberships and offerings that members have purchased on Thangs.

Payments

As a creator, you may make memberships available on Thangs on an automatically-renewing subscription basis. We try to provide timely access to the funds you’ve earned on Thangs, but you may occasionally experience delays in accessing these funds. We may also block or withhold access to these funds for violations of our terms or policies or for compliance reasons, including collecting tax reporting information. When this happens, we try to communicate the reason to you promptly. If you have questions about access to funds being blocked or withheld, please reach our support. In order to protect creators, we may block members’ payments if we believe them to be fraudulent. Sometimes activities like refunds can put your account balance into the negative. If your balance becomes negative, we reserve the right to recover those funds from future payments.

Fees

As a creator, there are three categories of fees associated with your offerings and paid memberships on Thangs.

• The platform fee, which is calculated as a percentage of successfully processed transactions.
• The payment processing fee, which is calculated as a percentage of successfully processed payments and a flat fee per successfully processed payment and relates to the cost of processing payments from members, including recurring billing, tax calculation, recovering declined payments, and fighting fraud;
• The payout fee, which is a fee for transferring money you’ve earned on Thangs to your specified payout method and may vary based on your specified payout method; and
• The currency conversion fee, which is calculated as a percentage of successfully processed payments and creator payouts made in a currency other than USD.These are passed through “at cost” from the Thangs payment processor (Stripe).

If a member pays in a currency that is different from the currency associated with their payment instrument, or if that payment is processed in a country different from the one associated with their payment instrument, then the financial institution associated with that payment instrument may charge them a foreign transaction fee for that payment. We are not applying this fee and have no control over it, and do not receive any of the funds from that fee.

Even if a member pays in the same currency as the currency associated with their payment instrument, when a member's payment is processed in a country different from the one associated with their payment instrument, then the financial institution associated with that payment instrument may charge them a foreign transaction fee for that payment. We are not applying this fee, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee, but our choices about payment processing may impact or otherwise give rise to this fee.

Tax

In order to satisfy our tax obligations, our processing partner Stripe collects tax identification information and, in certain circumstances, Thangs reports this information and earnings to tax authorities as legally required. For example, if you are located in the United States or are a United States citizen who has earned $600 or more, Thangs is required to issue you a Form 1099-K at year end. For purposes of Forms 1099-Ks, we treat all creator earnings as earned for the sales of goods or services. You are responsible for reporting any income, withholding, or other earnings-based taxes which may be due as a result of money you’ve earned on Thangs.

We are additionally responsible for a number of transactional taxes across the world. These include, but are not limited to, Valued Added Tax (“VAT”), Goods and Services Tax (“GST”) and other local service or sales taxes in non-US locations (collectively referred to as “VAT”), as well as state sales tax in the United States. In locales where we are required to collect transaction tax from members, invoices presented to and payments processed from members will include the tier or custom payment amount plus the applicable tax. Applicable tax will be charged in addition to the price of a relevant transaction based upon the benefits that you indicate that you will be offering. Once settled, the tax amount will be automatically deducted, and we will remit directly to the applicable taxing authority.

Member

As a member, you're supporting a creator and may receive special benefits like shoutouts, exclusive creations, or merchandise. You pay an automatically-renewing subscription basis as specified; Thangs is the billing entity that is associated with this charge.

Each type of paid subscription automatically renews monthly or annually (for annual memberships) until you cancel via your membership settings. If your subscription includes a free trial, then, unless you cancel via your membership settings before your free trial ends, you will be charged for the first time after the specified free trial period ends and you’ll start an automatically renewing paid subscription on Thangs of the type you selected. Your recurring charge date may be earlier than the date you first subscribed for reasons including, for example, differences between your timezone and the timezone in which our billing systems operate and your most recent previous charge date being earlier due to variances in the length of months. The amount you are charged for a membership subscription may increase with notice to you. This enables creators to, for example, adjust membership prices to account for increased costs, new or different benefits, or other changed circumstances, just like any other business. Similarly, this enables Thangs to, for example, account for new currency exchange rates by refreshing the conversion rate applied when a member pays in a currency different than the one chosen by the creator. Thangs does not control the foreign exchange rates applied or applicable tax that you may be charged and this amount may increase without notice to you.

You may cancel your free trial or recurring payments at any time, as described above. For monthly and annual memberships, canceling or lowering the tier support of your membership will impact your next recurring charge. Annual memberships (when available) may be canceled or increased, but not lowered, and increasing your payment to a higher tier level in an annual membership will go into effect in the current payment term. When you increase your payment during the current payment term, you may be credited for any payment already made in that term. For example, if you upgrade from a $10 monthly membership to a $15 monthly membership, then the amount you already paid for that particular month may be credited toward that membership in the same billing period.

Canceling your membership or lowering the tier support below the applicable threshold may result in your loss of access to membership subscription benefits, including a creator’s member-only posts and other benefits. You may also lose access to membership subscription benefits if your payment method fails, we terminate your account, the creator blocks you, the creator stops making a membership available on Thangs, the creator deletes their Thangs account, or we remove the creator from Thangs. We are not required to allow you to be a member of or to otherwise interact with any particular creator.

Membership subscriptions vary and we have limited control over the quality and specific benefits. We attempt to screen for fraudulent creator pages, but cannot guarantee the identity of creators or the validity of any claims they make.

If you are located in a jurisdiction in which Thangs is required to charge and collect tax, for example VAT or sales tax, then this tax is added to the total charge. Except in limited circumstances, this tax is shown to you when purchasing an offering or starting a paid subscription. Thangs remits all tax collected to the applicable taxing authority. As tax is largely dependent on your location, you agree to keep your location complete and up to date in order to enable accurate collection of taxes.

If you pay in a currency that is different from the currency associated with your payment instrument, then the financial institution associated with that payment instrument may charge you a foreign transaction fee for that payment. We are not applying this fee and have no control over it, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee.

Even if you pay in the same currency as the currency associated with your payment instrument, when your payment is processed in a country different from the one associated with your payment instrument, then the financial institution associated with that payment instrument may charge you a foreign transaction fee for that payment. We are not applying this fee, have no knowledge of whether the fee is applied, and do not receive any of the funds from that fee, but our choices about payment processing may impact or otherwise give rise to this fee.

We are constantly experimenting with product features to make Thangs better and may add, remove, or change features, or test features with a subset of members. Access to these features is not guaranteed and may not be subject to your control. Instead, we may enable and disable these early-access, beta, or test features at our sole discretion.

Refunds. Our policy is not to provide refunds, though we will allow for some exceptions where refunds are granted at our sole discretion.

Additional Responsibilities

User shall be responsible for obtaining all intellectual property rights necessary to work with and create 3D Models using the Platform.

Prohibited behavior

User shall not, and shall not permit any Authorized Users or any other party to, engage in, solicit, or promote any activity that is illegal, violates the rights of others, or could subject Thangs to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of Thangs or third party accounts, data, computers, systems or networks, including the introduction of viruses or similar harmful code via the Platform or the Software; (ii) interference with others’ usage of the Services or any system or network, including mail bombing, flooding, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including scraping, phishing, scamming, spidering, and harvesting; (iv) use of any false, misleading or deceptive header information in an e-mail or a posting; (v) distribution of advertisement delivery software unless (1) the recipient affirmatively consents to the download and installation of such software based on a clear and conspicuous notice of the nature of the software, and (2) the software is easily removable by use of standard tools for such purpose included on major operating systems; (vi) infringement, misappropriation or other violation of any patent, trademark, copyright or other intellectual property or proprietary right; (vii) collection, storage, publication, transmission, viewing or other use of any content that, in Thang’s opinion, (1) is obscene, (2) constitutes or promotes child pornography, (3) is excessively violent, incites or threatens violence, or contains harassing content or hate speech, (4) is illegal, (5) is defamatory or violates a person’s privacy, or (6) creates a safety or health risk to an individual or the public; (viii) any other activity that places Thangs in the position of fostering, or having liability for, illegal activity in any jurisdiction; (ix) any activity that violates the acceptable use policy or similar set of terms of any third party service providers for third party services that have been made available to user; or (x) attempting to probe, scan, penetrate or test the vulnerability of a Thangs system or network or to breach Thangs security or authentication measures, whether by passive or intrusive techniques. Thangs may suspend the provision of Services to user at our sole discretion.

Proprietary rights

User acknowledges that the Platform itself constitutes commercially copyrighted works protected by federal and international copyright laws and are owned by or licensed to Thangs. The Platform and all versions of the Software shall remain the sole property of Thangs. User will not, and will not permit or encourage any third party to, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or the Software, documentation or data related to the Platform; (ii) modify, translate, or create derivative works based on the Platform or the Software; (iii) use the Platform or the Software for timesharing or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices; or (v) use the Platform or the Software in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with the Platform or the Software. User acknowledges that the Services, the Software, and the Platform are confidential information of Thangs.

User compliance

User shall use, and will ensure that all Authorized Users use, the Platform, the Software, and the Services in full compliance with this Agreement, Thangs terms of use, and all applicable laws and regulations. User represents and warrants that it has accessed and reviewed all such terms of use and agrees to comply with them. Thangs may suspend user’s account and access to the Platform and performance of the Services at any time and without notice if Thangs believes that user is in violation of this Agreement. Although Thangs has no obligation to monitor user’s use of the Platform, Thangs may do so and may prohibit any use it believes may be (or alleged to be) in violation of this Agreement.

Indemnities and Liabilities

Indemnification by user

User shall indemnify and hold Thangs harmless from any (1) claims resulting from user's use of the Platform, except where such claims arise from Thangs gross negligence or willful misconduct and (2) claims alleging that any materials made available by user on or in connection with the Platform, or user's modification or use of any materials acquired from or in connection with the Platform, infringe or otherwise violate a third party's copyright, patent, trademark, intellectual property, or other rights.

Exclusion of liability

Thangs shall not be liable for any damages arising out of or caused in whole or part by any errors or omissions in any data, content, or other information provided through the platform or by delays or interruptions in the availability or operations of the Platform, and the aggregate liability of Thangs and its employees, officers, directors, agents, and affiliates arising out of or related to this Agreement or the Platform is limited to the amount you paid to Thangs in connection with the Platform.

Miscellaneous

This agreement is entered into and between Physna, Inc., (parent company of Thangs.com), a Delaware corporation with a place of business at 30 West Third Street, Fifth Floor, Cincinnati, Ohio 45202 (“Physna”), and the user.

Export regulation

The Software may be subject to United States export control laws, including the United States Export Administration Act and its associated regulations. User shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User shall comply with all applicable federal laws, rules, and regulations, and complete all required undertakings (including obtaining any necessary export license or other governmental approval) before exporting, re-exporting, releasing, or otherwise making the Software available outside the United States.

Choice of law

This Agreement and any claim arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, excluding its conflict of laws principles.

Dispute resolution

Any dispute arising under or in connection with this Agreement shall be resolved, if not by the parties themselves or in voluntary mediation, by binding arbitration to be held in Hamilton County, Ohio, USA. If the parties cannot agree upon an arbitrator within 45 days of service of notice of arbitration, then the parties shall submit the dispute to the American Arbitration Association. Regardless of whether the dispute is submitted to the American Arbitration Association, the parties shall confer upon the arbitrator full jurisdiction to adjudicate the dispute via arbitration, shall subject the dispute to resolution under the Association’s Commercial Arbitration Rules and the Optional Rules for Emergency Measures of Protection, and shall confer upon the arbitrator(s) full authority to grant any remedy or relief that the arbitrator deems just and equitable and within the scope of this Agreement, including but not limited to injunctive relief, declaratory relief, specific performance of this Agreement, dissolution of the Company, money damages, attorney fees and costs. A dispositive decision or award by the arbitrator(s) shall be final and binding upon the Company and all Members. Judgment upon an award may be entered or enforced in any court of competent jurisdiction.

Provisions severable

The provisions of this Agreement are severable. If any provision is held to be invalid, unenforceable, or void, the remaining provisions shall not as a result be invalidated. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties relating to the object and scope of this Agreement. Any representation, statement, or warranty not expressly contained in this Agreement shall not be enforceable by the parties.

We will, at our discretion, change and update this Agreement from time to time. Any changes are effective immediately upon being made publicly available.