TERMS OF USE
Last
updated
January 01, 2024
AGREEMENT TO OUR
LEGAL TERMS
We are Cruditech, Inc
(
"Company," "we," "us,"
"our")
, a company registered in
Delaware, United States
.
We operate the
website
https://www.cruditech.com
(the "Site")
, as well as any other related products and services
that refer or link to these legal terms (the
"Legal Terms")
(collectively, the "Services").
You can contact us by
phone at 1-5107751324, or by email at contact@crudi.tech
.
These Legal Terms constitute a legally binding agreement
made between you, whether personally or on behalf of an entity ("you"), and Cruditech, Inc
, concerning your access to and use of the Services. You agree that by accessing the
Services, you have read, understood, and agreed to be bound by all of these Legal Terms.
IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM
USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may
be posted on the Services from time to time are hereby expressly incorporated herein by
reference. We reserve the right, in our sole discretion, to make changes or modifications
to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated"
date of these Legal Terms, and you waive any right to receive specific notice of
each such change. It is your responsibility to periodically review these Legal Terms to
stay informed of updates. You will be subject to, and will be deemed to have been made
aware of and to have accepted, the changes in any revised Legal Terms by your continued
use of the Services after the date such revised Legal Terms are posted.
The
Services are intended for users who are at least 18 years old. Persons under the age
of 18 are not permitted to use or register for the Services.
We recommend
that you print a copy of these Legal Terms for your records.
TABLE
OF CONTENTS
1. OUR SERVICES
The information provided when using the Services is not intended
for distribution to or use by any person or entity in any jurisdiction or country where
such distribution or use would be contrary to law or regulation or which would subject us
to any registration requirement within such jurisdiction or country. Accordingly, those
persons who choose to access the Services from other locations do so on their own
initiative and are solely responsible for compliance with local laws, if and to the extent
local laws are applicable.
The Services are not tailored to comply with industry-specific
regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal
Information Security Management Act (FISMA), etc.), so if your interactions would be
subjected to such laws, you may not use the Services. You may not use the Services in a
way that would violate the Gramm-Leach-Bliley Act (GLBA).
2. INTELLECTUAL PROPERTY RIGHTS
Our
intellectual property
We are the owner or the licensee of all intellectual
property rights in our Services, including all source code, databases, functionality,
software, website designs, audio, video, text, photographs, and graphics in the Services
(collectively, the "Content"), as well as the trademarks, service marks,
and logos contained therein (the "Marks").
Our Content and Marks are protected by copyright and
trademark laws (and various
other intellectual property rights and unfair competition laws) and treaties in the United
States and around the world.
The Content and Marks are provided in or through the
Services "AS IS" for your
personal, non-commercial use or internal business purpose only.
Your
use of our Services
Subject to your compliance with these Legal Terms, including the
"
PROHIBITED ACTIVITIES
" section
below, we grant you a non-exclusive, non-transferable, revocable license to:
- access the Services; and
- download or print a copy of any portion of the Content to which
you have properly gained access.
solely for your
personal, non-commercial use or internal business purpose.
Except as set out in this section or elsewhere in our
Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced,
aggregated, republished, uploaded, posted, publicly displayed, encoded,
translated, transmitted, distributed, sold, licensed, or otherwise exploited
for any commercial purpose whatsoever, without our express prior written
permission.
If you wish to make any use of the Services, Content, or
Marks other than as set out in this section or elsewhere in our Legal Terms, please
address your request to: contact@crudi.tech. If we ever grant
you the permission to post, reproduce, or publicly display any part of our Services or
Content, you must identify us as the owners or licensors of the Services, Content, or
Marks and ensure that any copyright or proprietary notice appears or is visible on
posting, reproducing, or displaying our Content.
We reserve all rights not expressly granted to you in
and to the Services, Content, and Marks.
Any breach of these Intellectual Property Rights will
constitute a material breach of our Legal Terms and your right to use our Services will
terminate immediately.
Your submissions
and contributions
Please review this section and the
"PROHIBITED
ACTIVITIES
" section
carefully prior to using our Services to understand the (a) rights you give us and (b)
obligations you have when you post or upload any content through the Services.
Submissions: By directly sending us any
question, comment, suggestion, idea, feedback, or other information about the Services (
"Submissions"
), you agree to assign to us all intellectual property rights in such Submission.
You agree that we shall own this Submission and be entitled to its unrestricted use and
dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or
compensation to you.
Contributions: The Services may invite you to
chat, contribute to, or participate in blogs, message boards, online forums, and other
functionality during which you may create, submit, post, display, transmit, publish,
distribute, or broadcast content and materials to us or through the Services, including
but not limited to text, writings, video, audio, photographs, music, graphics, comments,
reviews, rating suggestions, personal information, or other material ("Contributions"
). Any Submission that is publicly posted shall also be treated as a
Contribution.
You understand that Contributions may be viewable by other users
of the Services.
When you post Contributions, you grant us a license
(including use of your name, trademarks, and logos): By posting any
Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to:
use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store,
publicly perform, publicly display, reformat, translate, excerpt (in whole or in part),
and exploit your Contributions (including, without limitation, your image, name, and
voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works
of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and
distribution may occur in any media formats and through any media channels.
This license includes our use of your name, company name,
and franchise name, as applicable, and any of the trademarks, service marks, trade names,
logos, and personal and commercial images you provide.
You are responsible for what you post or upload:
By sending us Submissions and/or posting Contributions
through any part of the Services or making Contributions accessible through the Services
by linking your account through the Services to any of your social networking accounts,
you:
- confirm that you have read and agree with our "PROHIBITED ACTIVITIES
" and
will not post, send, publish, upload, or transmit through the Services any Submission
nor post any Contribution that is illegal, harassing, hateful,
harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any
person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
- to the extent permissible by applicable law, waive any and all
moral rights to any such Submission and/or
Contribution;
- warrant that any such Submission
and/or Contributions are original
to you or that you have the necessary rights and
licenses to submit such Submissions and/or Contributions and that you have full authority to grant us
the above-mentioned rights in relation to your Submissions
and/or Contributions; and
- warrant and represent that your Submissions and/or Contributions do not constitute confidential
information.
You are solely
responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any
and all losses that we may suffer because of your breach of (a) this section, (b) any third
party’s intellectual property rights, or (c) applicable law.
We may
remove or edit your Content: Although we have no obligation to monitor any
Contributions, we shall have the right to remove or edit any Contributions at any time
without notice if in our reasonable opinion we consider such Contributions harmful or in
breach of these Legal Terms. If we remove or edit any such Contributions, we may also
suspend or disable your account and report you to the authorities.
Copyright infringement
We respect the
intellectual property rights of others. If you believe that any material available on or
through the Services infringes upon any copyright you own or control, please immediately
refer to the
"
COPYRIGHT INFRINGEMENTS
"
section
below.
By using the Services, you represent and warrant
that:
(1) all registration information you
submit
will be true, accurate, current, and complete; (2) you will maintain the accuracy of
such information and promptly update such registration information as
necessary;
(3) you have the legal capacity and you
agree to comply with these Legal Terms;
(4) you are not a
minor in the jurisdiction in which you reside
; (
5) you will not access the Services
through automated or non-human means, whether through a bot, script or
otherwise; (6) you will not use the Services for any
illegal or unauthorized purpose; and (7) your use of the Services will not
violate any applicable law or regulation.
If you
provide any information that is untrue, inaccurate, not current, or incomplete, we
have the right to suspend or terminate your account and refuse any and all current or
future use of the Services (or any portion thereof).
You may
be required to register to use the Services. You agree to keep your password
confidential and will be responsible for all use of your account and password. We
reserve the right to remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is inappropriate, obscene,
or otherwise objectionable.
5.
PRODUCTS
All products are
subject to availability. We reserve the right to
discontinue any products at any time for any reason. Prices for all products are subject
to change.
We accept the following forms of payment:
- Visa
- Mastercard
- American Express
- Discover
You agree to provide current, complete, and accurate
purchase and account information for all purchases made via the Services. You further
agree to promptly update account and payment information, including email address, payment
method, and payment card expiration date, so that we can complete your transactions and
contact you as needed. Sales tax will be added to the price of purchases as deemed
required by us. We may change prices at any time. All payments shall be in
US dollars.
You agree to pay all charges at the prices then in
effect for your purchases and any applicable shipping fees, and you authorize us
to charge your chosen payment provider for any such amounts upon placing your order.
If your order is subject to recurring charges, then you consent
to our charging your payment method on a recurring basis without requiring your
prior approval for each recurring charge, until such time as you cancel the
applicable order.
We reserve the right to correct
any errors or mistakes in pricing, even if we have already requested or
received payment.
We reserve the right to refuse any order placed through
the Services. We may, in our sole discretion, limit or cancel quantities purchased per
person, per household, or per order. These restrictions may include orders placed by or
under the same customer account, the same payment method, and/or orders that use the same
billing or shipping address. We reserve the right to limit or prohibit orders that, in our
sole judgment
, appear to be placed by dealers, resellers, or distributors.
7. REFUNDS POLICY
All sales are final and no refund will be issued.
8. SOFTWARE
We may include software for use in connection with our Services.
If such software is accompanied by an end user license
agreement (
"EULA"), the terms of the EULA will
govern your use of the software. If such software is not accompanied by a EULA, then we
grant to you a non-exclusive, revocable, personal, and non-transferable license to
use such software solely in connection with our services and in accordance with these
Legal Terms. Any software and any related documentation is provided "AS IS"
without warranty of any kind, either express or implied, including, without limitation,
the implied warranties of merchantability, fitness for a particular purpose, or
non-infringement. You accept any and all risk arising out of use or performance of any
software. You may not reproduce or redistribute any software except in accordance with the
EULA or these Legal Terms.
You may not
access or use the Services for any purpose other than that for which we make the
Services available. The Services may not be used in connection with any commercial endeavors
except those that are specifically endorsed or approved by us.
As a user
of the Services, you agree not to:
- Systematically
retrieve data or other content from the Services to create or compile, directly
or indirectly, a collection, compilation, database, or directory without written
permission from us.
- Trick,
defraud, or mislead us and other users, especially in any attempt to learn
sensitive account information such as user
passwords.
- Circumvent,
disable, or otherwise interfere with security-related features of the
Services, including features that prevent or restrict the use or copying
of any Content or enforce limitations on the use of the Services and/or
the Content contained therein.
- Disparage,
tarnish, or otherwise harm, in our opinion, us and/or the
Services.
- Use
any information obtained from the Services in order to harass, abuse, or
harm another person.
- Make
improper use of our support services or submit false reports of abuse or
misconduct.
- Use
the Services in a manner inconsistent with any applicable laws or
regulations.
- Engage
in unauthorized framing of or linking to the
Services.
- Upload
or transmit (or attempt to upload or to transmit) viruses, Trojan horses,
or other material, including excessive use of capital letters and spamming
(continuous posting of repetitive text), that interferes with any party’s
uninterrupted use and enjoyment of the Services or modifies, impairs,
disrupts, alters, or interferes with the use, features, functions,
operation, or maintenance of the
Services.
- Engage
in any automated use of the system, such as using scripts to send comments
or messages, or using any data mining, robots, or similar data gathering
and extraction tools.
- Delete
the copyright or other proprietary rights notice from any
Content.
- Attempt
to impersonate another user or person or use the username of another
user.
- Upload
or transmit (or attempt to upload or to transmit) any material that acts
as a passive or active information collection or transmission mechanism,
including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs,
cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection
mechanisms" or "pcms"
).
- Interfere
with, disrupt, or create an undue burden on the Services or the networks
or services connected to the Services.
- Harass,
annoy, intimidate, or threaten any of our employees or agents engaged in
providing any portion of the Services to
you.
- Attempt
to bypass any measures of the Services designed to prevent or restrict
access to the Services, or any portion of the
Services.
- Copy
or adapt the Services' software, including but not limited to Flash, PHP,
HTML, JavaScript, or other code.
- Except
as permitted by applicable law, decipher, decompile, disassemble, or
reverse engineer any of the software comprising or in any way making up a
part of the Services.
- Except
as may be the result of standard search engine or Internet browser usage,
use, launch, develop, or distribute any automated system, including
without limitation, any spider, robot, cheat utility, scraper, or offline
reader that accesses the Services, or use or launch any unauthorized script or other
software.
- Use
a buying agent or purchasing agent to make purchases on the
Services.
- Make
any unauthorized use of the Services, including
collecting usernames and/or email addresses of users by electronic or
other means for the purpose of sending unsolicited email, or creating user
accounts by automated means or under false
pretenses
.
- Use
the Services as part of any effort to compete with us or otherwise use the
Services and/or the Content for any revenue-generating endeavor or commercial
enterprise.
-
Use the Services to advertise or offer to sell goods and
services.
-
Sell or otherwise transfer your profile.
10. USER
GENERATED CONTRIBUTIONS
The Services may invite you to chat, contribute to, or participate in
blogs, message boards, online forums, and other functionality, and may provide
you with the opportunity to create, submit, post, display, transmit, perform,
publish, distribute, or broadcast content and materials to us or on the
Services, including but not limited to text, writings, video, audio,
photographs, graphics, comments, suggestions, or personal information or other
material (collectively, "Contributions"). Contributions may be viewable by
other users of the Services and through third-party websites. As such, any
Contributions you transmit may be treated as non-confidential and
non-proprietary. When you create or make available any Contributions, you
thereby represent and warrant that:
- The creation, distribution, transmission, public
display, or performance, and the accessing, downloading, or copying of your
Contributions do not and will not infringe the proprietary rights, including but
not limited to the copyright, patent, trademark, trade secret, or moral rights
of any third party.
- You are the creator and owner of or have the
necessary licenses, rights, consents, releases, and
permissions to use and to authorize us, the Services, and other users of
the Services to use your Contributions in any manner contemplated by the
Services and these Legal Terms.
- You have the written consent, release, and/or
permission of each and every identifiable individual person in your
Contributions to use the name or likeness of each and every such identifiable
individual person to enable inclusion and use of your Contributions in any
manner contemplated by the Services and these Legal Terms.
- Your Contributions are not false, inaccurate, or
misleading.
- Your Contributions are not unsolicited or unauthorized advertising, promotional materials,
pyramid schemes, chain letters, spam, mass mailings, or other forms of
solicitation.
- Your Contributions are not obscene, lewd,
lascivious, filthy, violent, harassing,
libelous, slanderous, or otherwise
objectionable (as determined by us).
- Your Contributions do not ridicule, mock,
disparage, intimidate, or abuse anyone.
- Your Contributions are not used to harass or
threaten (in the legal sense of those terms) any other person and to promote
violence against a specific person or class of people.
- Your Contributions do not violate any applicable
law, regulation, or rule.
- Your Contributions do not violate the privacy or
publicity rights of any third party.
- Your Contributions do not violate any applicable
law concerning child pornography, or otherwise intended to protect the health or
well-being of minors.
- Your Contributions do not include any offensive
comments that are connected to race, national origin, gender, sexual preference,
or physical handicap.
- Your Contributions do not otherwise violate, or
link to material that violates, any provision of these Legal Terms, or any
applicable law or regulation.
Any use
of the Services in violation of the foregoing violates these Legal Terms and may
result in, among other things, termination or suspension of your rights to use the
Services.
By
posting your Contributions to any part of the Services
or making Contributions accessible to the Services
by linking your account from the Services to any of your social networking
accounts
, you automatically grant, and you represent and warrant that you have the
right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license
to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast,
retitle, archive, store, cache, publicly perform, publicly display, reformat,
translate, transmit, excerpt (in whole or in part), and distribute such
Contributions (including, without limitation, your image and voice) for any
purpose, commercial, advertising, or otherwise, and to prepare derivative works
of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and
distribution may occur in any media formats and through any media channels.
This license
will apply to any form, media, or technology now known or hereafter
developed, and includes our use of your name, company name, and franchise name, as
applicable, and any of the trademarks, service marks, trade names, logos, and
personal and commercial images you provide. You waive all moral rights in your
Contributions, and you warrant that moral rights have not otherwise been asserted
in your Contributions.
We do not
assert any ownership over your Contributions. You retain full ownership of all of
your Contributions and any intellectual property rights or other proprietary
rights associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Services.
You are solely responsible for your Contributions to the Services and you
expressly agree to exonerate us from any and all responsibility and to refrain
from any legal action against us regarding your Contributions.
We have
the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise
change any Contributions; (2) to re-categorize
any Contributions to place them in
more appropriate locations on the Services; and (3) to pre-screen or delete any
Contributions at any time and for any reason, without notice. We have no
obligation to monitor your Contributions.
12. SOCIAL
MEDIA
As part
of the functionality of the Services, you may link your account with online
accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your
Third-Party Account login information through the Services; or (2) allowing us to
access your Third-Party Account, as is
permitted under the applicable terms and conditions that govern your use of each
Third-Party Account. You represent and
warrant that you are entitled to disclose your Third-Party Account login information to us
and/or grant us access to your Third-Party Account, without breach by you
of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating
us to pay any fees or making us subject to any usage limitations imposed by the
third-party service provider of the Third-Party Account. By granting us access
to any Third-Party Accounts, you
understand that (1) we may access, make available, and store (if applicable) any
content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and
through the Services via your account, including without limitation any friend
lists and (2) we may submit to and receive from your Third-Party Account additional information
to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject
to the privacy settings that you have set in such Third-Party Accounts, personally
identifiable information that you post to your Third-Party Accounts may be available on
and through your account on the Services. Please note that if a Third-Party Account or associated service
becomes unavailable or our access to such Third-Party Account is terminated by the
third-party service provider, then Social Network Content may no longer be
available on and through the Services. You will have the ability to disable the
connection between your account on the Services and your Third-Party Accounts at any time. PLEASE
NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH
YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH
THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network
Content for any purpose, including but not limited to, for accuracy, legality, or
non-infringement, and we are not responsible for any Social Network Content. You
acknowledge and agree that we may access your email address book associated with a
Third-Party Account and your contacts
list stored on your mobile device or tablet computer solely for purposes of
identifying and informing you of those contacts who have also registered to use
the Services. You can deactivate the connection between the Services and your
Third-Party Account by contacting us
using the contact information below or through your account settings (if
applicable). We will attempt to delete any information stored on our servers that
was obtained through such Third-Party
Account, except the username and profile picture that become associated with your
account.
13. SERVICES
MANAGEMENT
We reserve the
right, but not the obligation, to: (1) monitor the Services for violations of these Legal
Terms; (2) take appropriate legal action against anyone who, in our sole discretion,
violates the law or these Legal Terms, including without limitation, reporting such user to
law enforcement authorities; (3) in our sole discretion and without limitation, refuse,
restrict access to, limit the availability of, or disable (to the extent technologically
feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and
without limitation, notice, or liability, to remove from the Services or otherwise disable
all files and content that are excessive in size or are in any way burdensome to our
systems; and (5) otherwise manage the Services in a manner designed to protect our rights
and property and to facilitate the proper functioning of the Services.
14. PRIVACY
POLICY
We care about
data privacy and security. Please review our Privacy Policy:
https://www.cruditech.com/privacy
. By using the Services, you agree to be bound by our Privacy Policy,
which is incorporated into these Legal Terms. Please be advised the Services are hosted in
the United States
and United States
. If you access the Services from any other
region of the world with laws or other requirements governing personal data collection,
use, or disclosure that differ from applicable laws in
the United States
and United States
, then through your continued use of the
Services, you are transferring your data to
the United States
and United States
, and you expressly consent to have your
data transferred to and processed in
the United States
and United States
.
15. COPYRIGHT
INFRINGEMENTS
We respect the
intellectual property rights of others. If you believe that any material available on or
through the Services infringes upon any copyright you own or control, please immediately
notify us using the contact information provided below (a
"Notification"). A copy of your
Notification will be sent to the person who posted or stored the material addressed in the
Notification. Please be advised that pursuant to applicable law you may be held liable for
damages if you make material misrepresentations in a Notification. Thus, if you are not
sure that material located on or linked to by the Services infringes your copyright, you
should consider first contacting an attorney.
16. TERM
AND TERMINATION
These Legal Terms
shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY
OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND
WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING
CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT
LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE
LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR
PARTICIPATION IN THE SERVICES OR DELETE
YOUR ACCOUNT AND
ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.
If we terminate
or suspend your account for any reason, you are prohibited from registering and creating a
new account under your name, a fake or borrowed name, or the name of any third party, even
if you may be acting on behalf of the third party. In addition to terminating or
suspending your account, we reserve the right to take appropriate legal action, including
without limitation pursuing civil, criminal, and injunctive redress.
17. MODIFICATIONS
AND INTERRUPTIONS
We reserve the
right to change, modify, or remove the contents of the Services at any time or for any
reason at our sole discretion without notice. However, we have no obligation to update any
information on our Services. We also reserve the right
to modify or discontinue all or part of the Services without notice at any time. We will not be liable to you or any third
party for any modification, price change, suspension, or discontinuance of the
Services.
We cannot
guarantee the Services will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Services,
resulting in interruptions, delays, or errors. We reserve the right to change, revise,
update, suspend, discontinue, or otherwise modify the Services at any time or for any
reason without notice to you. You agree that we have no liability whatsoever for any loss,
damage, or inconvenience caused by your inability to access or use the Services during any
downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed
to obligate us to maintain and support the Services or to supply any corrections, updates,
or releases in connection therewith.
18. GOVERNING
LAW
These Legal Terms
and your use of the Services are governed by and construed in accordance with the laws of
the State of Delaware
applicable to agreements made and to be entirely performed within
the State of Delaware
, without regard to its
conflict of law principles.
19. DISPUTE
RESOLUTION
Informal Negotiations
To expedite
resolution and control the cost of any dispute, controversy, or claim related to these
Legal Terms (each a "Dispute" and collectively, the
"Disputes") brought by either you or us
(individually, a "Party" and collectively, the
"Parties"), the Parties agree to first
attempt to negotiate any Dispute (except those Disputes expressly provided below)
informally for at least thirty (30) days before initiating
arbitration. Such informal negotiations commence upon written notice from one Party to the
other Party.
Binding Arbitration
If the Parties are unable to resolve a Dispute through informal
negotiations, the Dispute (except those Disputes expressly excluded below) will be finally
and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS
PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the
Commercial Arbitration Rules of the American Arbitration Association ("AAA") and,
where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the American Arbitration Association (AAA) website. Your
arbitration fees and your share of arbitrator compensation shall be governed by the AAA
Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the
submission of documents, by phone, or online. The arbitrator will make a decision in
writing, but need not provide a statement of reasons unless requested by either Party. The
arbitrator must follow applicable law, and any award may be challenged if the arbitrator
fails to do so. Except where otherwise required by the applicable AAA rules or applicable law,
the arbitration will take place in
King,
Washington
. Except as otherwise provided herein, the
Parties may litigate in court to compel arbitration, stay proceedings pending arbitration,
or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
If for any
reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be
commenced or prosecuted in the
state and federal courts
located in
Alameda,
California
, and the Parties hereby consent to, and waive all defenses of
lack of personal jurisdiction, and forum non conveniens with respect to venue and
jurisdiction in such state and federal courts. Application of the United Nations Convention
on Contracts for the International Sale of Goods and the Uniform Computer Information
Transaction Act (UCITA) are excluded from these Legal Terms.
In no event shall any Dispute brought by either Party
related in any way to the Services be commenced more than one (1)
years after the cause of action arose.
If this provision is found to be illegal or unenforceable, then neither Party will
elect to arbitrate any Dispute falling within that portion of this provision found to be
illegal or unenforceable and such Dispute shall be decided by a court of competent
jurisdiction within the courts listed for jurisdiction above, and the Parties agree to
submit to the personal jurisdiction of that court.
Restrictions
The Parties agree that any arbitration shall be
limited to the Dispute between the Parties individually. To the full extent permitted by
law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class
action procedures; and (c) there is no right or authority for any Dispute to be brought in a
purported representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and
Arbitration
The Parties agree that the following Disputes are not
subject to the above provisions concerning informal negotiations binding arbitration: (a)
any Disputes seeking to enforce or protect, or concerning the validity of, any of the
intellectual property rights of a Party; (b) any Dispute related to, or arising from,
allegations of theft, piracy, invasion of privacy, or
unauthorized use; and (c) any claim for
injunctive relief. If this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of this provision
found to be illegal or unenforceable and such Dispute shall be decided by a court of
competent jurisdiction within the courts listed for jurisdiction above, and the Parties
agree to submit to the personal jurisdiction of that court.
20. CORRECTIONS
There may be information on the Services that
contains typographical errors, inaccuracies, or omissions, including descriptions, pricing,
availability, and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the Services at any
time, without prior notice.
21.
DISCLAIMER
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION
WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE
MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES'
CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND
WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY
NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED
ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR
FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO
OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR
OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A
RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE
SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT
OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED
WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,
AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF
A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGMENT
AND EXERCISE CAUTION WHERE APPROPRIATE.
22. LIMITATIONS
OF LIABILITY
IN NO EVENT WILL WE
OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES,
INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR
USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR
LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO
THE
AMOUNT PAID, IF ANY, BY YOU TO US
DURING
THE six (6) mONTH PERIOD PRIOR TO ANY CAUSE
OF ACTION ARISING
.
CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO
NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN
DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS
MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
23. INDEMNIFICATION
You agree to
defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or
arising out of:
(1) your Contributions;
(2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and
warranties set forth in these Legal Terms; (5)
your violation of the rights of a third party, including but not limited to intellectual
property rights; or (6) any overt harmful act
toward any other user of the Services with whom you connected via the Services.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the
exclusive defense and control of any matter for which you are
required to indemnify us, and you agree to cooperate, at your expense, with our defense of
such claims. We will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of it.
24. USER
DATA
We will maintain
certain data that you transmit to the Services for the purpose of managing the
performance of the Services, as well as data relating to your use of the Services.
Although we perform regular routine backups
of data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Services. You agree
that we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
25. ELECTRONIC
COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Services, sending us emails, and completing
online forms constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures, and other
communications we provide to you electronically, via email and on the Services, satisfy
any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE
OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY
OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE
SERVICES. You hereby waive any rights or requirements under any statutes, regulations,
rules, ordinances, or other laws in any jurisdiction which require an original signature
or delivery or retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
26. CALIFORNIA
USERS AND RESIDENTS
If any complaint
with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California
Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
27. MISCELLANEOUS
These Legal Terms and any policies or operating rules
posted by us on the Services or in respect to the Services constitute the entire agreement
and understanding between you and us. Our failure to exercise or enforce any right or
provision of these Legal Terms shall not operate as a waiver of such right or provision.
These Legal Terms operate to the fullest extent permissible by law. We may assign any or
all of our rights and obligations to others at any time. We shall not be responsible or
liable for any loss, damage, delay, or failure to act caused by any cause beyond our
reasonable control. If any provision or part of a provision of these Legal Terms is
determined to be unlawful, void, or unenforceable, that provision or part of the provision
is deemed severable from these Legal Terms and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture, partnership,
employment or agency relationship created between you and us as a result of these Legal
Terms or use of the Services. You agree that these Legal Terms will not be construed
against us by virtue of having drafted them. You hereby waive any and all defenses you
may have based on the electronic form of these Legal Terms and the lack of signing by the
parties hereto to execute these Legal Terms.
28. CONTACT
US
In order to resolve a complaint regarding the Services
or to receive further information regarding use of the Services, please contact us
at:
Cruditech, Inc
Seattle, Washington
United States
Phone: 1-510-775-1324
contact@crudi.tech
