The website located at http://crushpath.com/ (the "Site") and the Crushpath web, mobile, and tablet application ("Licensed App") are copyrighted works belonging to Crushpath LLC ("Crushpath", "us", and "we"). Crushpath provides a service to help sales professionals prospect through its Licensed App, collectively with all other services provided through the Site or Licensed App (the "Service"). Certain features of the Service, Licensed App or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Service, Licensed App or Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.
THE TERM "CUSTOMER" MEANS (A) YOU AS AN INDIVIDUAL IF YOU ARE VISITING THE SITE, USING THE INDIVIDUAL LICENSE, OR USING THE PROSPECTING LICENSE AS AN AUTHORIZED USER, OR (B) THE COMPANY, ENTITY, OR ORGANIZATION ("COMPANY") YOU REPRESENT IF YOU ARE ORDERING A PROSPECTING LICENSE. THESE TERMS OF SERVICE ("AGREEMENT") SET FORTH THE LEGALLY BINDING TERMS FOR CUSTOMER’S USE OF THE SITE, LICENSED APP AND SERVICE. BY ACCESSING OR USING THE SITE, LICENSED APP OR SERVICE, YOU ON BEHALF OF YOURSELF OR THE COMPANY, AS APPLICABLE, ARE ACCEPTING THIS AGREEMENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR THE COMPANY, AS APPLICABLE. YOU MAY NOT ACCESS OR USE THE SITE, LICENSED APP OR SERVICE OR ACCEPT THE AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SITE, LICENSED APP OR SERVICE.
1.) License Options & Payment Terms
1.1 License Options.
The Licensed App is available under two types of licenses. An individual Customer may order a license to use the individual feature version of the License App on a standalone basis in accordance with the license grant in Section 3 ("Individual License") or a Company Customer may order a Prospecting package that includes 1 campaign ("Prospecting License"). The functionality available under the Licensed App will depend on whether Customer ordered an Individual License or Prospecting License. For each License, Customer will designate an employee or contractor to manage such License (the "Admin"). An "Authorized User" means the Admin or a Customer employee or contractor who creates and maintains a valid Crushpath Account, and agrees to be bound by the terms and conditions of this Agreement. The Admin may remove Authorized Users by following the instructions in the Admin’s Crushpath Account. As an Authorized User, you acknowledge that you may be removed from the team in the Admins sole discretion. The Customer is responsible for the acts and omissions of the Customer and its Authorized Users under this Agreement, and any breach by an Authorized User will be deemed a breach by Customer. Customer will ensure that its Authorized Users comply with the terms and conditions of this Agreement and will promptly notify Crushpath of any known violation.
1.2 Prospecting License Fee.
The following provision applies to Customer’s who have purchased a Prospecting License. The Prospecting License will continue for three (3) months and auto-renew for additional one (1) month terms thereafter until the Prospecting License is canceled ("License Term"). The current "Prospecting License Fee" is $900, $2000 or $5000 per month per Authorized User for the Prospecting License plus a one time set up fee of $300 or $600. The current Prospecting License Customer agrees to pay the Prospecting License Fee for each Authorized User on the purchase date and each month thereafter during the Prospecting License Term. Added Authorized Users will be subject to the following: (a) added Authorized Users are coterminous with the then-current term; (b) the license fee for the added Authorized Users will be the then-current, generally applicable Prospecting License Fee; and (c) an Authorized User added in the middle of a billing term will be charged a prorated amount for that term. If Customer removes Authorized Users, Customer will not be charged for such Authorized Users when its subscription renews, however, payments already made will not be refunded. Crushpath may change the Prospecting License Fee from time to time in its sole discretion by updating the Site and without any additional notice to Customers, provided that any changes will not take effect until the Customer’s subscription renews. Customer may cancel the Prospecting License by giving a written 30 day notice to firstname.lastname@example.org, email@example.com or emailing their account manager directly. Payments already made will not be refunded. All payments are non-refundable. Customer hereby authorizes Crushpath to bill Customer’s credit card provided in ordering the Prospecting License as described above. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer is responsible for payment of all such taxes, levies or duties. Any amounts not paid when due shall bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less. If any fee cannot be charged to Customer’s credit card for any reason, Crushpath may provide Customer, via email, notice of such non-payment and a link for Customer to update Customer’s payment information. If such non-payment is not remedied within seven (7) days after receiving such notice of non-payment, then Crushpath may terminate the Prospecting License.
2.1 Crushpath Account.
In order to use certain features of the Site or Service, Customer must create a Crushpath account ("Crushpath Account") by either providing certain information as prompted by the Site registration form or logging in using Customer’s login credentials from certain Third Party Accounts as defined below, e.g., Customer’s Salesforce.com login. Customer represents and warrants that: (a) all required registration information Customer submits is truthful and accurate; and (b) Customer will maintain the accuracy of such information. Customer may delete Customer’s Crushpath Account at any time, for any reason, by following the instructions on the Site. Customer is responsible for maintaining the confidentiality of Customer’s Crushpath Account login credentials and is fully responsible for all activities that occur under Customer’s Crushpath Account. Customer agrees to immediately notify Crushpath of any unauthorized use, or suspected unauthorized use of Customer’s Crushpath Account or any other breach of security. Crushpath cannot and will not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements.
2.2 Third Party Accounts
(a) Linking Third Party Accounts.
The Service may include features that allow Customers to tie Customer’s Crushpath Account with certain third party website accounts (each, a "Third Party Account"). Doing so allows Crushpath to share data between Customer’s Crushpath Account and the Third Party Accounts as described in greater detail below. In order to do so, Customer must provide the Third Party Account login credentials to Crushpath through the Service. With respect to any Third Party Account tied to Customer’s Crushpath Account, Customer represents and warrants that (a) Customer is the owner of such Third Party Accounts or has the rights to use and to grant Crushpath the right to use such Third Party Accounts, (b) Customer is entitled to disclose the login credentials of such Third Party Account to Crushpath, Customer is entitled to grant Crushpath use of such Third Party Account without breach by Customer of any third party agreement or of any of the terms and conditions that govern Customer’s use of such Third Party Account, and without obligating Crushpath to pay any fees. Customer hereby grants Crushpath permission to use such Third Party Account in accordance with this Agreement. Please note that Customer’s relationship with the third party service providers of such Third Party Accounts is governed solely by Customer’s agreement(s) with such third party service providers.
(b) Third Party Account Content.
By granting Crushpath permission to use any Third Party Accounts, Customer understand that Crushpath may access, use, store, cache, display, and/or disclose any user content in Customer’s Third Party Account ("Third Party Account Content") in accordance with Customer’s privacy settings, so that Third Party Account Content may be accessed through the Service via Customer’s Crushpath Account. All Third Party Account Content shall be considered to be User Content as defined in Section 5 for all purposes of this Agreement. Please note that if a Third Party Account becomes unavailable or Crushpath’s access to such Third Party Account is terminated by the third party service provider, then Third Party Account Content may no longer be accessible through the Service to Customer. Only certain Third Party Account Content is stored by Crushpath. Customer has the ability to disable the connection between Customer’s Crushpath Account and Customer’s Third Party Accounts at any time through the admin section of the License App.
Subject to the terms of this Agreement, Crushpath grants Customer a non-transferable, non-exclusive, license to use the Site for Customer’s internal use during the term of this Agreement.
3.2 Licensed App.
If Customer has an Individual License, subject to the terms of this Agreement, Crushpath grants Customer a non-transferable, non-exclusive, license to (a) use the Licensed App available on the Site, (b) install and use the Licensed App available for mobile devices, and (c) install and use the Licensed App available on tablets, each in executable object code format only, solely on Customer’s own computer, mobile device, or tablet, as applicable, and solely for Customer’s internal use during the Individual License Term. If Customer has a Prospecting License, subject to the terms of this Agreement, Crushpath grants Customer and each Authorized User a non-transferable, non-exclusive, license to (a) use the Licensed App available on the Site, (b) install and use the Licensed App available for mobile devices, and (c) install and use the Licensed App available on tablets, each in executable object code format only, solely on Customer’s or each Authorized User’s own computer, mobile device, or tablet, as applicable, and solely for Customer’s internal business use during the Trial Term or Prospecting License Term, as applicable.
3.3 App Stores.
Customer acknowledges and agrees that the availability of the Licensed App is dependent on the third party from whom Customer received the Licensed App, e.g., the Apple App Store ("App Store"). Customer acknowledges that this Agreement is between Customer and Crushpath and not with the App Store. Each App Store may have its own terms and conditions to which Customer must agree before downloading the Licensed App from it. Customer agrees to comply with, and Customer’s license to use the Licensed App is conditioned upon Customer’s compliance with, all applicable terms and conditions of the applicable App Store.
3.4 Certain Restrictions.
The rights granted to Customer in this Agreement are subject to the following restrictions: (a) Customer shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, Licensed App or Service; (b) Customer shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site, Licensed App or Service; (c) Customer shall not access the Site, Licensed App or Service in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Site, Licensed App or Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site, Licensed App or Service shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site, Licensed App or Service content must be retained on all copies thereof.
4.1 Site, Licensed App, and Service.
Excluding Customer’s User Content as defined below, Customer acknowledges that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets in the Site, Licensed App, and Service are owned by Crushpath or Crushpath’s licensors. The provision of the Site, Licensed App, and Service does not transfer to Customer or any third party any rights, title or interest in or to such intellectual property rights. Crushpath and its suppliers reserve all rights not granted in this Agreement.
Crushpath reserves the right, at any time, to modify, suspend, or discontinue the Site, Licensed App or Service or any part thereof with or without notice. Customer agrees that Crushpath will not be liable to Customer or to any third party for any modification, suspension, or discontinuance of the Site, Licensed App or Service or any part thereof.
If Customer provides Crushpath any feedback or suggestions regarding the Site, Licensed App or Service ("Feedback"), Customer hereby assign to Crushpath all rights in the Feedback and agree that Crushpath shall have the right to use such Feedback and related information in any manner it deems appropriate. Crushpath will treat any Feedback Customer provide to Crushpath as non-confidential and non-proprietary. Customer agree that Customer will not submit to Crushpath any information or ideas that Customer considers to be confidential or proprietary.
5.) User Content
5.1 User Content.
"User Content" means any and all information, data, and other content that a user submits to, or uses with, the Site, Licensed App or Service. User Content includes Third Party Account Content. Customer is solely responsible for Customer’s User Content. Customer assume all risks associated with use of Customer’s User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Customer’s User Content that makes Customer or any third party personally identifiable. Customer hereby represents and warrants that Customer’s User Content does not violate the Acceptable Use Policy defined below. Customer may not state or imply that Customer’s User Content is in any way provided, sponsored or endorsed by Crushpath. Because Customer alone, and not Crushpath, is responsible for Customer’s User Content, Customer may be exposed to liability if, for example, Customer’s User Content violates the Acceptable Use Policy. Crushpath is not obligated to backup any User Content and User Content may be deleted at anytime. Customer is solely responsible for creating backup copies of Customer’s User Content if Customer desires.
Customer hereby grants, and Customer represents and warrants that Customer has the right to grant, to Crushpath an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use Customer’s User Content, and to grant sublicenses of the foregoing, solely for the purposes of including Customer’s User Content in the Site, Licensed App and Service. Customer agree to irrevocably waive and cause to be waived any claims and assertions of moral rights or attribution with respect to Customer’s User Content.
6.) Acceptable Use Policy. The following sets forth Crushpath’s "Acceptable Use Policy"
Customer agrees not to use the Site, Licensed App or Service to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
In addition, Customer agrees not to use the Site, Licensed App or Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, Licensed App or Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site, Licensed App or Service, other computer systems or networks connected to or used together with the Site, Licensed App or Service, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site, Licensed App or Service; or (g) introduce software or automated agents or scripts to the Site, Licensed App or Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site, Licensed App or Service.
We reserve the right, but have no obligation, to review any User Content, investigate, and/or take appropriate action against Customer in our sole discretion, including removing or modifying Customer’s User Content, terminating Customer’s Crushpath Account in accordance with Section 13, and/or reporting Customer to law enforcement authorities, if Customer violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
Customer agrees to indemnify and hold Crushpath and its officers, employees, and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) Customer’s and its Authorized Users’ use of the Site, Licensed App or Service or any Third Party Account, (ii) Customer’s and its Authorized Users’ User Content, including Third Party Account Content, (iii) Customer’s and its Authorized Users’ violation of this Agreement; or (iv) Customer’s and its Authorized Users’ violation of applicable laws or regulations. Crushpath reserves the right, at Customer’s expense, to assume the exclusive defense and control of any matter for which Customer is required to indemnify us and Customer agree to cooperate with our defense of these claims. Customer agrees not to settle any matter without the prior written consent of Crushpath. Crushpath will use reasonable efforts to notify Customer of any such claim, action or proceeding upon becoming aware of it.
8.) Other Users
Each Site user is responsible for any and all of its User Content. Because we do not control User Content, Customer acknowledges and agrees that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Customer’s interactions with other Site or Service users are solely between Customer and such user. Customer agrees that Crushpath will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between Customer and any Site or Service user, we are under no obligation to become involved.
Customer hereby releases and forever discharges us and our officers, employees, agents, successors, and assigns from, and hereby waives and relinquishes, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature including personal injuries, death, and property damage, that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, other Site or Service users including Authorized Users. IF CUSTOMER IS A CALIFORNIA RESIDENT, CUSTOMER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
9.) Third Party Sites & Ads.
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, "Third Party Sites & Ads"). Such Third Party Sites & Ads are not under the control of Crushpath and Crushpath is not responsible for any Third Party Sites & Ads. Crushpath provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. Customer uses all Third Party Sites & Ads at Customer’s own risk. When Customer links to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. Customer should make whatever investigation Customer feels necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
THE SITE, LICENSED APP AND SERVICE ARE PROVIDED "AS-IS" AND "AS AVAILABLE" AND WE AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE AND OUR SUPPLIERS MAKE NO WARRANTY THAT THE SITE, LICENSED APP OR SERVICE: (A) WILL MEET CUSTOMER’S REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO CUSTOMER.
11.) Limitation on Liability.
IN NO EVENT SHALL WE AND OUR SUPPLIERS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR CUSTOMER’S USE OF, OR INABILITY TO USE, THE SITE, LICENSED APP OR SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE, LICENSED APP AND SERVICE ARE AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR AND OUR SUPPLIERS’ LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SITE, LICENSED APP OR SERVICE, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS CUSTOMER HAS PAID CRUSHPATH IN THE PRIOR 12 MONTHS, IF ANY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO CUSTOMER AND CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
12.) Copyright Policy.
Crushpath respects the intellectual property of others and asks that users of our Site, Licensed App and Service do the same. In connection with our Site, Licensed App and Service, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site, Licensed App and Service who are repeat infringers of intellectual property rights, including copyrights. If Customer believe that one of our users is, through the use of our Site, Licensed App and Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification pursuant to 17 U.S.C. § 512(c) must be provided to our designated Copyright Agent:
1. Customer’s physical or electronic signature;
2. identification of the copyrighted work(s) that Customer claim to have been infringed;
3. identification of the material on our services that Customer claim is infringing and that Customer request us to remove;
4. sufficient information to permit us to locate such material;
5. Customer’s address, telephone number, and e-mail address;
6. a statement that Customer has a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
7. a statement that the information in the notification is accurate, and under penalty of perjury, that Customer is either the owner of the copyright that has allegedly been infringed or that Customer is authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Crushpath is:
Address of Agent:
13.) Term and Termination.
Subject to this section, this Agreement will remain in full force and effect while Customer uses the Site, Licensed App or Service. Crushpath may (a) suspend Customer’s rights to use the Site, Licensed App and/or Service including Customer’s Crushpath Account or (b) terminate this Agreement, Customer’s Individual License, and/or Customer’s Prospecting License at any time for any reason at Crushpath’s sole discretion, including for any use of the Site, Licensed App or Service in violation of this Agreement. If Crushpath terminates Customer’s Prospecting License other than for cause, then notwithstanding anything to the contrary in this Agreement, Crushpath will provide Customer a pro-rata refund of the Prospecting License Fee. Upon termination of this Agreement, Customer’s Crushpath Account and right to access and use the Site, Licensed App and Service will terminate immediately. Customer understands that any termination of Customer’s Crushpath Account may involve deletion of Customer’s User Content associated therewith from our live databases. Crushpath will not have any liability whatsoever to Customer for any termination of this Agreement, including for termination of Customer’s Crushpath Account or deletion of Customer’s User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 4, 7, 8, 9, 10, 11, 12, and 14.
14.1 No Support or Maintenance.
Customer acknowledges and agrees that Crushpath will have no obligation to provide Customer with any support or maintenance in connection with the Site, Licensed App or Service.
14.2 Changes to Terms of Service.
This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify Customer by sending Customer an e-mail to the last e-mail address Customer provided to us, if any and/or by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to Customer, if applicable, or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site, Licensed App or Service. Customer is responsible for providing us with Customer’s most current e-mail address. In the event that the last e-mail address that Customer has provided us is not valid, or for any reason is not capable of delivering to Customer the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site, Licensed App or Service following notice of such changes shall indicate Customer’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
14.3 Dispute Resolution.
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and Crushpath arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the Crushpath Site, Licensed App and/or Service.
YOU AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND CRUSHPATH ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AND CRUSHPATH AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association ("AAA"), as modified by this section. For any claim where the total amount of the award sought is $10,000 or less, the AAA, you and Crushpath must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing, if any, must take place in San Francisco, CA. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. In the event this agreement to arbitrate is held unenforceable by a court, then the disputes that would otherwise have been arbitrated shall be exclusively brought in the state or federal courts located in San Francisco County, California. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the state and federal courts located in San Francisco County, California.
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the State of California, USA without giving effect to any law that would result in the application of the law of another jurisdiction.
14.4 Entire Agreement.
This Agreement constitutes the entire agreement between Customer and us regarding the use of the Site, Licensed App and Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Customer’s relationship to Crushpath is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and Customer’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Customer without Crushpath’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
14.5 Copyright/Trademark Information.
Copyright © 2014, Crushpath LLC. All rights reserved. All trademarks, logos and service marks ("Marks") displayed on the Site are our property or the property of other third parties. Customer is not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
14.6 Contact Information:
2012 16th St.
San Francisco, CA 94103
15.) Apple App Store Additional Terms and Conditions.
The following additional terms and conditions apply to Customer if Customer is using a Licensed App from the Apple App Store. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 15, the more restrictive or conflicting terms and conditions in this Section 15 apply, but solely with respect to Licensed Apps from the Apple App Store.
Crushpath and Customer acknowledge that this Agreement is concluded between Crushpath and Customer only, and not with Apple, and Crushpath, not Apple, is solely responsible for Licensed App and the content thereof. To the extent this Agreement provides for usage rules for Licensed App that are less restrictive than the Usage Rules set forth for Licensed App in, or otherwise is in conflict with, the App Store Terms of Service, the more restrictive or conflicting Apple terms applies.
15.2 Scope of License.
The license granted to Customer for Licensed App is limited to a non-transferable license to use Licensed App on an iOS Product that Customer owns or controls and as permitted by the Usage Rules set forth in the App Store Terms of Service.
15.3 Maintenance and Support.
Crushpath is solely responsible for providing any maintenance and support services with respect to Licensed App, as specified in this Agreement, if any, or as required under applicable law. Crushpath and Customer acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to Licensed App.
Crushpath is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of Licensed App to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for Licensed App to Customer; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to Licensed App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Crushpath’s sole responsibility.
15.5 Product Claims.
Crushpath and Customer acknowledge that Crushpath, not Apple, is responsible for addressing any claims of Customer or any third party relating to Licensed App or Customer’s possession and/or use of Licensed App, including, but not limited to: (i) product liability claims; (ii) any claim that Licensed App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. This Agreement does not limit Crushpath’s liability to Customer beyond what is permitted by applicable law.
15.6 Intellectual Property Rights.
Crushpath and Customer acknowledge that, in the event of any third party claim that Licensed App or Customer’s possession and use of Licensed App infringes that third party’s intellectual property rights, Crushpath, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
15.7 Legal Compliance.
Customer represent and warrant that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties.
15.8 Developer Name and Address.
Crushpath’s contact information for any end-user questions, complaints or claims with respect to Licensed App is set forth in Section 14.
15.9 Third Party Terms of Agreement.
Customer must comply with applicable third party terms of agreement when using Licensed App.
15.10 Third Party Beneficiary.
Crushpath and Customer acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon Customer’s acceptance of the terms and conditions of this Agreement, Apple will have the right, and will be deemed to have accepted the right, to enforce this Agreement against Customer as a third party beneficiary thereof.